UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒
x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended ~~September~~June 30, ~~2021~~ 2022

☐
o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File Number: 000-50744

NUVASIVE, INC.

(Exact name of registrant as specified in its charter)

~~Delaware~~	~~33-0768598~~
Delaware		33-0768598
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

~~7475 Lusk Boulevard~~

~~San Diego, CA 92121~~

12101 Airport Way

Broomfield, CO 80021

(Address of principal executive offices)

~~(858) 909-1800~~

(800) 455-1476

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NUVA	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x No ☐o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒x No ☐o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~Large accelerated filer~~

☒

~~Accelerated filer~~

☐

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐o No ☒x

As of ~~November 5, 2021,~~August 1, 2022, there were ~~51,736,141~~52,060,998 shares of the registrant’s common stock (par value $0.001 per share) outstanding.

~~NuVasive, Inc.~~

~~Quarterly Report on Form 10-Q~~

~~September 30, 2021~~

NuVasive, Inc.

Quarterly Report on Form 10-Q

June 30, 2022

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NUVASIVE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value data)


	June 30, 2022		December 31, 2021
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	225,985	$	246,091
Accounts receivable, net of allowances of $19,166 and $21,064, respectively	233,573		214,398
Inventory, net	331,708		315,845
Prepaid income taxes	5,232		5,425
Prepaid expenses and other current assets	26,812		20,665
Total current assets	823,310		802,424
Property and equipment, net	326,484		303,664
Intangible assets, net	208,323		242,675
Goodwill	629,889		633,467
Operating lease right-of-use assets	98,547		102,987
Deferred tax assets	61,115		48,003
Restricted cash and investments	1,494		1,494
Other assets	25,026		19,361
Total assets	$	2,174,188	$	2,154,075
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	123,780	$	115,614
Contingent consideration liabilities	60,292		7,986
Accrued payroll and related expenses	60,284		66,596
Operating lease liabilities	10,298		9,867
Income tax liabilities	959		828
Senior convertible notes	445,745		—
Total current liabilities	701,358		200,891
Long-term senior convertible notes	442,864		884,984
Deferred tax liabilities	11,716		3,049
Operating lease liabilities	106,685		111,592
Contingent consideration liabilities	70,649		139,824
Other long-term liabilities	14,347		18,528
Commitments and contingencies	0		0
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000 shares authorized, none outstanding	—		—
Common stock, $0.001 par value; 150,000 shares authorized at June 30, 2022 and December 31, 2021; 58,863 shares issued and 52,061 outstanding at June 30, 2022; 58,469 shares issued and 51,769 outstanding at December 31, 2021	63		63
Additional paid-in capital	1,453,013		1,434,976
Accumulated other comprehensive loss	(7,210)		(7,792)
Retained earnings	64,016		45,708
Treasury stock at cost; 6,802 shares and 6,700 shares at June 30, 2022 and December 31, 2021, respectively	(683,313)		(677,748)
Total equity	826,569		795,207
Total liabilities and equity	$	2,174,188	$	2,154,075

September 30, 2021

December 31, 2020

ASSETS

(Unaudited)

Current assets:

Cash and cash equivalents

$
234,578

$
856,869

Short-term marketable securities

—

173,145

Accounts receivable, net of allowances of $21,756 and $20,631, respectively

199,366

207,071

Inventory, net

311,414

300,623

Prepaid income taxes

5,623

4,727

Prepaid expenses and other current assets

19,380

19,749

Total current assets

770,361

1,562,184

Property and equipment, net

302,195

286,369

Intangible assets, net

256,416

152,264

Goodwill

633,121

559,553

Operating lease right-of-use assets

104,590

102,270

Deferred tax assets

48,851

15,755

Restricted cash and investments

1,494

1,494

Other assets

17,005

13,193

Total assets

$
2,134,033

$
2,693,082

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable and accrued liabilities

$
110,796

$
110,401

Contingent consideration liabilities

7,468

7,289

Accrued payroll and related expenses

65,741

63,421

Operating lease liabilities

9,627

7,875

Income tax liabilities

1,730

2,073

Senior convertible notes

—

645,303

Total current liabilities

195,362

836,362

Long-term senior convertible notes

883,180

766,226

Deferred tax liabilities

2,683

2,807

Operating lease liabilities

113,128

111,634

Contingent consideration liabilities

93,584

29,752

Other long-term liabilities

21,900

22,686

Commitments and contingencies

Redeemable equity component of senior convertible notes

—

4,697

Stockholders’ equity:

Preferred stock, $0.001 par value; 5,000 shares authorized, NaN outstanding

—

—

Common stock, $0.001 par value; 150,000 shares authorized at September 30, 2021 and December 31, 2020; 58,349 shares issued and 51,677 outstanding at September 30, 2021; 57,945 shares issued and 51,376 outstanding at December 31, 2020

63

62

Additional paid-in capital

1,425,242

1,550,001

Accumulated other comprehensive loss

(7,309
)

(7,585
)
Retained earnings

82,444

45,322

Treasury stock at cost; 6,672 shares and 6,569 shares at September 30, 2021 and December 31, 2020, respectively

(676,244
)

(668,882
)
Total equity

824,196

918,918

Total liabilities and equity

$
2,134,033

$
2,693,082

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

NUVASIVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
(unaudited)	2022		2021		2022		2021
Net sales:
Products	$	280,419	$	266,763	$	546,392	$	512,214
Services	30,032		28,065		54,821		53,863
Total net sales	310,451		294,828		601,213		566,077
Cost of sales (excluding below amortization of intangible assets):
Products	65,267		58,584		122,450		111,886
Services	20,491		19,696		42,405		38,205
Total cost of sales	85,758		78,280		164,855		150,091
Gross profit	224,693		216,548		436,358		415,986
Operating expenses:
Selling, general and administrative	160,696		157,397		320,977		303,351
Research and development	25,913		21,764		49,271		43,988
Amortization of intangible assets	12,637		15,088		25,669		28,425
Business transition costs	(7,624)		11,553		(4,564)		17,137
Total operating expenses	191,622		205,802		391,353		392,901
Interest and other expense, net:
Interest income	262		9		305		96
Interest expense	(4,352)		(4,388)		(8,731)		(12,418)
Other (expense) income, net	(29,681)		1,269		(13,437)		(11,257)
Total interest and other expense, net	(33,771)		(3,110)		(21,863)		(23,579)
(Loss) income before income taxes	(700)		7,636		23,142		(494)
Income tax expense	(193)		(5,837)		(4,834)		(5,217)
Consolidated net (loss) income	$	(893)	$	1,799	$	18,308	$	(5,711)

Net (loss) income per share:
Basic	$	(0.02)	$	0.03	$	0.35	$	(0.11)
Diluted	$	(0.02)	$	0.03	$	0.35	$	(0.11)
Weighted average shares outstanding:
Basic	52,022		51,567		51,926		51,473
Diluted	52,022		52,211		57,299		51,473

Three Months Ended September 30,

Nine Months Ended September 30,

(unaudited)

2021

2020

2021

2020

Net sales:

Products

$
247,061

$
267,571

$
759,275

$
685,922

Services

23,775

27,711

77,638

72,853

Total net sales

270,836

295,282

836,913

758,775

Cost of sales (excluding below amortization of intangible assets):

Products

69,609

66,049

181,495

182,067

Services

19,043

18,584

57,248

54,936

Total cost of sales

88,652

84,633

238,743

237,003

Gross profit

182,184

210,649

598,170

521,772

Operating expenses:

Selling, general and administrative

146,056

146,260

449,407

402,935

Research and development

23,405

20,404

67,393

58,067

Amortization of intangible assets

14,805

13,826

43,230

39,150

Purchase of in-process research and development

—

—

—

1,011

Business transition costs

4,551

3,107

21,688

2,541

Total operating expenses

188,817

183,597

581,718

503,704

Interest and other expense, net:

Interest income

23

271

119

1,306

Interest expense

(4,320
)

(21,123
)

(16,738
)

(49,164
)
Other (expense) income, net

(13,082
)

251

(24,339
)

(18,819
)
Total interest and other expense, net

(17,379
)

(20,601
)

(40,958
)

(66,677
)
(Loss) income before income taxes

(24,012
)

6,451

(24,506
)

(48,609
)
Income tax benefit (expense)

2,373

(579
)

(2,844
)

9,764

Consolidated net (loss) income

$
(21,639
)

$
5,872

$
(27,350
)

$
(38,845
)

Net (loss) income per share:

Basic

$
(0.42
)

$
0.11

$
(0.53
)

$
(0.76
)
Diluted

$
(0.42
)

$
0.11

$
(0.53
)

$
(0.76
)
Weighted average shares outstanding:

Basic

51,669

51,261

51,539

51,440

Diluted

51,669

51,805

51,539

51,440

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

NUVASIVE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ~~INCOME~~

(in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
(unaudited)	2022		2021		2022		2021
Consolidated net (loss) income	$	(893)	$	1,799	$	18,308	$	(5,711)
Other comprehensive income (loss):
Unrealized loss on marketable securities, net of tax	—		—		—		(13)
Translation adjustments, net of tax	4,531		1,517		582		(24)
Other comprehensive income (loss)	4,531		1,517		582		(37)
Total consolidated comprehensive income (loss)	$	3,638	$	3,316	$	18,890	$	(5,748)

Three Months Ended September 30,

Nine Months Ended September 30,

(unaudited)

2021

2020

2021

2020

Consolidated net (loss) income

$
(21,639
)

$
5,872

$
(27,350
)

$
(38,845
)
Other comprehensive income (loss):

Unrealized gain (loss) on marketable securities, net of tax

—

101

(13
)

53

Translation adjustments, net of tax

313

1,922

289

(787
)
Other comprehensive income (loss)

313

2,023

276

(734
)
Total consolidated comprehensive (loss) income

$
(21,326
)

$
7,895

$
(27,074
)

$
(39,579
)

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

NUVASIVE, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Total Stockholders' Equity
(unaudited)	Shares	Amount								Shares	Amount
Balance at December 31, 2021	58,469	$	63	$	1,434,976	$	(7,792)	$	45,708	(6,700)	$	(677,748)	$	795,207
Issuance of common stock under employee and director equity option and purchase plans	278	—		—		—		—		(98)	(5,345)		(5,345)
Stock-based compensation expense	—	—		6,807		—		—		—	—		6,807
Consolidated net income	—	—		—		—		19,201		—	—		19,201
Other comprehensive loss	—	—		—		(3,949)		—		—	—		(3,949)
Balance at March 31, 2022	58,747	$	63	$	1,441,783	$	(11,741)	$	64,909	(6,798)	$	(683,093)	$	811,921
Issuance of common stock under employee and director equity option and purchase plans	116	—		3,716		—		—		(4)	(220)		3,496
Stock-based compensation expense	—	—		7,514		—		—		—	—		7,514
Consolidated net loss	—	—		—		—		(893)		—	—		(893)
Other comprehensive income	—	—		—		4,531		—		—	—		4,531
Balance at June 30, 2022	58,863	$	63	$	1,453,013	$	(7,210)	$	64,016	(6,802)	$	(683,313)	$	826,569

Common Stock

Additional

Accumulated Other

Treasury Stock

Total

(unaudited)

Shares

Amount

Paid-in Capital

Comprehensive Loss

Retained Earnings

Shares

Amount

Stockholders' Equity

Balance at December 31, 2020

57,945

$
62

$
1,550,001

$
(7,585
)

$
45,322

(6,569
)

$
(668,882
)

$
918,918

Adjustment for modified retrospective adoption of accounting standard

—

—

(147,161
)

—

64,472

—

—

(82,689
)
Issuance of common stock under employee and director equity option and purchase plans

4

—

(6
)

—

—

(1
)

(55
)

(61
)
Stock-based compensation expense

—

—

7,709

—

—

—

—

7,709

Settlement of convertible note hedge

(1
)

—

53

—

—

—

(53
)

—

Equity component of convertible note settlement

1

—

574

—

—

—

—

574

Consolidated net loss

—

—

—

—

(7,510
)

—

—

(7,510
)
Other comprehensive loss

—

—

—

(1,554
)

—

—

—

(1,554
)
Balance at March 31, 2021

57,949

$
62

$
1,411,170

$
(9,139
)

$
102,284

(6,570
)

$
(668,990
)

$
835,387

Issuance of common stock under employee and director equity option and purchase plans

383

—

3,809

—

—

(97
)

(6,909
)

(3,100
)
Stock-based compensation expense

—

—

5,298

—

—

—

—

5,298

Consolidated net income

—

—

—

—

1,799

—

—

1,799

Other comprehensive income

—

—

—

1,517

—

—

—

1,517

Balance at June 30, 2021

58,332

$
62

$
1,420,277

$
(7,622
)

$
104,083

(6,667
)

$
(675,899
)

$
840,901

Issuance of common stock under employee and director equity option and purchase plans

17

1

—

—

—

(5
)

(345
)

(344
)
Stock-based compensation expense

—

—

4,965

—

—

—

—

4,965

Consolidated net loss

—

—

—

—

(21,639
)

—

—

(21,639
)
Other comprehensive income

—

—

—

313

—

—

—

313

Balance at September 30, 2021

58,349

$
63

$
1,425,242

$
(7,309
)

$
82,444

(6,672
)

$
(676,244
)

$
824,196

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

NUVASIVE, INC.

CONSOLIDATED STATEMENTS OF EQUITY – (Continued)

(in thousands)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Total Stockholders' Equity
(unaudited)	Shares	Amount								Shares	Amount
Balance at December 31, 2020	57,945	$	62	$	1,550,001	$	(7,585)	$	45,322	(6,569)	$	(668,882)	$	918,918
Adjustment for modified retrospective adoption of accounting standard	—	—		(147,161)		—		64,472		—	—		(82,689)
Issuance of common stock under employee and director equity option and purchase plans	4	—		(6)		—		—		(1)	(55)		(61)
Stock-based compensation expense	—	—		7,709		—		—		—	—		7,709
Settlement of convertible note hedge	(1)	—		53		—		—		—	(53)		—
Equity component of convertible note settlement	1	—		574		—		—		—	—		574
Consolidated net loss	—	—		—		—		(7,510)		—	—		(7,510)
Other comprehensive loss	—	—		—		(1,554)		—		—	—		(1,554)
Balance at March 31, 2021	57,949	$	62	$	1,411,170	$	(9,139)	$	102,284	(6,570)	$	(668,990)	$	835,387
Issuance of common stock under employee and director equity option and purchase plans	383	—		3,809		—		—		(97)	(6,909)		(3,100)
Stock-based compensation expense	—	—		5,298		—		—		—	—		5,298
Consolidated net income	—	—		—		—		1,799		—	—		1,799
Other comprehensive income	—	—		—		1,517		—		—	—		1,517
Balance at June 30, 2021	58,332	$	62	$	1,420,277	$	(7,622)	$	104,083	(6,667)	$	(675,899)	$	840,901

Common Stock

Additional

Accumulated Other

Treasury Stock

Total

(unaudited)

Shares

Amount

Paid-in Capital

Comprehensive Loss

Retained Earnings

Shares

Amount

Stockholders' Equity

Balance at December 31, 2019

57,525

$
62

$
1,429,854

$
(9,418
)

$
82,475

(5,380
)

$
(587,766
)

$
915,207

Issuance of common stock under employee and director equity option and purchase plans

167

—

119

—

—

(59
)

(3,937
)

(3,818
)
Stock-based compensation expense

—

—

2,786

—

—

—

—

2,786

Tax benefits related to convertible note issuance

—

—

484

—

—

—

—

484

Shares repurchased

—

—

—

—

—

(1,085
)

(75,000
)

(75,000
)
Sale of warrants

—

—

47,070

—

—

—

—

47,070

Convertible note hedge

—

—

(78,300
)

—

—

—

—

(78,300
)
Equity component of convertible note issuance

—

—

78,268

—

—

—

—

78,268

Debt issuance costs attributable to convertible feature

—

—

(1,987
)

—

—

—

—

(1,987
)
Consolidated net income

—

—

—

—

5,298

—

—

5,298

Other comprehensive loss

—

—

—

(3,809
)

—

—

—

(3,809
)
Balance at March 31, 2020

57,692

$
62

$
1,478,294

$
(13,227
)

$
87,773

(6,524
)

$
(666,703
)

$
886,199

Issuance of common stock under employee and director equity option and purchase plans

87

—

3,871

—

—

(4
)

(208
)

3,663

Stock-based compensation expense

—

—

7,081

—

—

—

—

7,081

Sale of warrants

—

—

46,845

—

—

—

—

46,845

Debt issuance costs attributable to convertible feature

—

—

65

—

—

—

—

65

Consolidated net loss

—

—

—

—

(50,015
)

—

—

(50,015
)
Other comprehensive income

—

—

—

1,052

—

—

—

1,052

Balance at June 30, 2020

57,779

$
62

$
1,536,156

$
(12,175
)

$
37,758

(6,528
)

$
(666,911
)

$
894,890

Issuance of common stock under employee and director equity option and purchase plans

34

—

—

—

—

(13
)

(654
)

(654
)
Stock-based compensation expense

—

—

7,571

—

—

—

—

7,571

Convertible note hedge

—

—

(37,292
)

—

—

—

—

(37,292
)
Equity component of convertible note issuance

—

—

37,292

—

—

—

—

37,292

Reclassification of redeemable equity component of senior convertible notes

—

—

(10,318
)

—

—

—

—

(10,318
)
Consolidated net income

—

—

—

—

5,872

—

—

5,872

Other comprehensive income

—

—

—

2,023

—

—

—

2,023

Balance at September 30, 2020

57,813

$
62

$
1,533,409

$
(10,152
)

$
43,630

(6,541
)

$
(667,565
)

$
899,384

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

NUVASIVE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Six Months Ended June 30,
(unaudited)	2022		2021
Operating activities:
Consolidated net income (loss)	$	18,308	$	(5,711)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	73,285		73,954
Deferred income taxes	(5,304)		(2,942)
Amortization of non-cash interest	3,932		4,721
Stock-based compensation	14,321		13,007
Changes in fair value of contingent consideration	(8,836)		5,957
Net loss (gain) on strategic investments	232		(2,101)
Net loss from foreign currency adjustments	13,574		13,402
Reserves on current assets	(1,461)		8,716
Other non-cash adjustments	8,231		7,249
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	(22,596)		(11,541)
Inventory	(14,632)		(20,442)
Prepaid expenses and other current assets	(111)		(1,589)
Accounts payable and accrued liabilities	(6,057)		(5,244)
Accrued payroll and related expenses	(5,207)		1,902
Income taxes	413		58
Net cash provided by operating activities	68,092		79,396
Investing activities:
Acquisition of Simplify Medical, net of cash acquired	—		(149,463)
Payment of contingent consideration for Simplify Medical	—		(45,850)
Acquisitions and investments	(5,250)		(500)
Purchases of intangible assets	—		(1,200)
Purchases of property and equipment	(68,745)		(53,483)
Proceeds from sales of marketable securities	—		127,023
Proceeds from maturities of marketable securities	—		46,000
Other investing activities	(698)		180
Net cash used in investing activities	(74,693)		(77,293)
Financing activities:
Payment of contingent consideration	(6,839)		(3)
Proceeds from the issuance of common stock	3,716		3,803
Purchases of treasury stock	(5,565)		(6,964)
Payments upon settlement of senior convertible notes	—		(649,426)
Other financing activities	(982)		(671)
Net cash used in financing activities	(9,670)		(653,261)
Effect of exchange rate changes on cash	(3,835)		(1,573)
Decrease in cash, cash equivalents and restricted cash	(20,106)		(652,731)
Cash, cash equivalents and restricted cash at beginning of period	247,585		858,363
Cash, cash equivalents and restricted cash at end of period	$	227,479	$	205,632

Nine Months Ended September 30,

(unaudited)

2021

2020

Operating activities:

Consolidated net loss

$
(27,350
)

$
(38,845
)
Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

111,818

106,097

Amortization of non-cash interest

6,672

33,714

Stock-based compensation

17,972

9,806

Reserves on current assets

25,418

44,927

Purchase of in-process research and development

—

1,011

Net (gain) loss on strategic investments

(2,101
)

278

Net loss on change in fair value of derivatives

—

12,301

Net loss from foreign currency adjustments

26,572

6,207

Other non-cash adjustments

15,396

7,692

Deferred income taxes

(5,211
)

(6,257
)
Changes in operating assets and liabilities, net of effects from acquisitions:

Accounts receivable

4,142

2,388

Inventory

(29,266
)

(37,523
)
Prepaid expenses and other current assets

(367
)

(1,620
)
Accounts payable and accrued liabilities

(779
)

10,176

Accrued payroll and related expenses

3,021

(33,529
)
Income taxes

(1,167
)

(3,625
)
Net cash provided by operating activities

144,770

113,198

Investing activities:

Acquisition of Simplify Medical, net of cash acquired

(149,463
)

—

Payment of contingent consideration for Simplify Medical

(45,850
)

—

Acquisitions and investments

(500
)

1,132

Purchases of intangible assets

(1,200
)

(3,810
)
Purchases of property and equipment

(85,630
)

(77,857
)
Purchases of marketable securities

—

(207,695
)
Proceeds from sales of marketable securities

127,023

—

Proceeds from maturities of marketable securities

46,000

—

Other investing activities

(819
)

—

Net cash used in investing activities

(110,439
)

(288,230
)
Financing activities:

Proceeds from the issuance of common stock

3,803

3,871

Purchases of treasury stock

(7,309
)

(79,680
)
Payment of contingent consideration

(3
)

(7,053
)
Proceeds from issuance of convertible debt, net of issuance costs

—

873,890

Proceeds from sale of warrants

—

93,915

Purchases of convertible note hedges

—

(147,825
)
Payments upon settlement of senior convertible notes

(649,426
)

—

Other financing activities

(1,038
)

(1,405
)
Net cash (used in) provided by financing activities

(653,973
)

735,713

Effect of exchange rate changes on cash

(2,649
)

829

(Decrease) increase in cash, cash equivalents and restricted cash

(622,291
)

561,510

Cash, cash equivalents and restricted cash at beginning of period

858,363

214,528

Cash, cash equivalents and restricted cash at end of period

$
236,072

$
776,038

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on ~~our~~the Company's Unaudited Consolidated Statements of Cash Flows for the periods presented:


	Nine Months Ended September 30,					Six Months Ended June 30,
	2021		2020			2022		2021
Cash and cash equivalents	$	234,578	$	774,544	Cash and cash equivalents	$	225,985	$	204,138
Restricted cash		1,494		1,494	Restricted cash	1,494		1,494
Total cash, cash equivalents and restricted cash shown in the Unaudited Consolidated Statements of Cash Flows	$	236,072	$	776,038	Total cash, cash equivalents and restricted cash shown in the Unaudited Consolidated Statements of Cash Flows	$	227,479	$	205,632

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

NUVASIVE, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Basis of Presentation

Description of Business

NuVasive, Inc. ~~(the “Company”~~, or ~~“NuVasive”)~~the Company, or NuVasive, was incorporated in Delaware on July 21, 1997, and began commercializing its products in 2001. Since its incorporation in 1997, the Company has grown from a small developer of specialty spinal implants into a global medical technology company delivering procedurally integrated solutions for spine surgery. Underlying the Company’s procedurally integrated solutions for spine surgery are technologies designed to enable better clinical, financial, and operational outcomes, including:

••

its surgical access instruments, including its ~~Maxcess~~ integrated split-blade retractor system, ~~designed to enable less invasive surgical techniques by minimizing soft tissue disruption during spine surgery;~~

•

~~its neuromonitoring systems, which use proprietary software-driven nerve detection and avoidance technology, and its intraoperative neuromonitoring (“IONM”) services and support;~~

•

its Advanced Materials Science portfolio of specialized spinal implants, designed to advance spinal fusion by enhancing the osseointegration and biomechanical properties of implant materials, including porous titanium and porous polyetheretherketone;

•

its Reline fixation system, designed to facilitate the preservation and restoration of patient alignment, while addressing a vast array of spinal pathologies from an open or less-invasive approach across all spinal procedures; and

•

its Integrated Global Alignment platform, which is comprised of procedurally based technologies that help increase the predictability of achieving global alignment in spinal procedures, including its Bendini spinal rod bending system that assist with manual rod manipulation for spinal fixation.

~~The Company has also invested in enabling technologies, including the development of capital equipment~~ designed to ~~further improve clinical, financial,~~enable less-invasive surgical techniques by minimizing soft tissue disruption during spine surgery;

•its Advanced Materials Science portfolio of specialized spinal implants, designed to advance spinal fusion by enhancing the osseointegration and ~~operational outcomes~~biomechanical properties of ~~spine surgery. The~~implant materials, including porous titanium and porous polyetheretherketone;

•its fixation systems, designed to facilitate the preservation and restoration of patient alignment, while addressing a vast array of spinal pathologies from an open or less-invasive approach across all spinal procedures;

•its cervical total disc replacement technology, which complements the Company’s ~~capital equipment~~ portfolio ~~currently consists~~ of ~~Lessray~~products and services for cervical spinal fusion surgery and is designed to offer surgeons capabilities across key performance functions—anatomic, physiologic motion, and radiologic design;

•its neuromonitoring systems, which use proprietary software-driven nerve detection and avoidance technology, and the Company’s intraoperative neuromonitoring, or IONM, services and support; and

•its Pulse ~~platform. Lessray is an image enhancement~~ platform, ~~designed to reduce radiation exposure~~a software ecosystem that integrates multiple hardware technologies into a single, condensed footprint in the operating room, by allowing surgeons to take low-quality, low-dose images and improve them to look like conventional full-dose images. Pulse, which has received CE certification in Europe and regulatory clearance in the U.S., integrates multiple enabling technologies within a single, expandable platform and is engineered to improve workflow, reduce variability, and increase the reproducibility of surgical outcomes. The Pulse platform’s modular architecture is designed to incorporate applications for neuromonitoring, surgical planning, patient-specificincluding: radiation reduction, imaging enhancement, rod bending, ~~smart imaging,~~ navigation, IONM, and ~~integration with robotics and other smart tools in the future. Selling and leasing of capital equipment do not make up a material portion of the Company’s total net sales.~~

spinal alignment tools.

In addition, to the ~~Company’s procedurally integrated solutions for spine surgery, it~~Company also designs and sells expandable growing rod implant systems for the treatment of early-onset scoliosis that can be non-invasively lengthened following implantation with precise, incremental adjustments via an external remote controller using magnetic technology called MAGnetic External Control, ~~(“MAGEC”), which allows for the minimally invasive treatment of early-onset and adolescent scoliosis.~~or MAGEC. This technology is also the basis for the Company’s Precice ~~limb lengthening system,~~line of products which ~~allows for the correction of long bone~~is designed to support complex orthopedic reconstruction, such as trauma and limb length ~~discrepancy, as well as other products for treating specialized orthopedic procedures.~~

~~Table~~discrepancy. Precice is an intramedullary device that, once implanted, utilizes the MAGEC technology to non-invasively lengthen the femur and tibia.

The COVID-19 pandemic significantly impacted the Company’s business and results of ~~Contents~~

Inoperations during the years ended December ~~2019, a novel strain of coronavirus which causes COVID-19 was identified. Due~~31, 2020 and 2021, and continued to negatively impact the ~~rapid~~Company's business during the three and global spread of the virus, on March 11, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. To slow the proliferation of COVID-19, governments have implemented extraordinary measures, which include the mandatory closure of businesses, restrictions on travel and gatherings, and quarantine and physical distancing requirements. In addition, manysix months ended June 30, 2022. Many government agencies, in conjunction with hospitals and healthcare systems have, to varying degrees, deferred, reduced, or suspended elective surgical ~~procedures.~~procedures due to the COVID-19 pandemic. While certain spine surgeries are deemed essential and certain surgeries, like in cases of trauma, cannot be delayed, the Company has seen and may continue to see a significant reduction in procedural volumes as hospital systems and/or patients elect to defer spine surgery procedures. The cumulative effect of these disruptions had a significant impact on the Company’s business during the year ended December 31, 2020 and the nine months ended September 30, 2021, and it is not possible to accurately predict the length or severity of the COVID-19 pandemic or the timing for a broad and sustained resumption of elective surgical procedures.

During the three and six months ended ~~September~~June 30, ~~2021,~~2022, procedural ~~volumes~~volume rates for elective surgeries ~~were negatively affected~~steadily recovered in the U.S. and certain international regions ~~primarily due to the impact of the COVID-19 Delta variant~~ as ~~well as U.S. healthcare worker shortages.~~government restrictions eased and hospital systems resumed more elective surgical procedures. The COVID-19 pandemic continues to evolve and its impact on the Company’s business will depend on several factors that are highly uncertain and unpredictable, including, the efficacy and adoption of vaccines, future resurgences of the virus and its variants, the ~~speed at which government restrictions are lifted,~~imposition of governmental lockdowns, quarantine and physical distancing requirements, patient capacity at hospitals and healthcare systems, the duration and severity of ~~U.S.~~ healthcare worker shortages, and the willingness and ability of patients to seek care and treatment due to safety concerns or financial hardship.

Table of Contents

Basis of Presentation and Principles of Consolidation

The accompanying Unaudited Consolidated Financial Statements include the accounts of the Company and its majority-owned or controlled subsidiaries, collectively referred to as either NuVasive or the Company. The Company translates the financial statements of its foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. When there is a portion of equity in an acquired subsidiary not attributable, directly or indirectly, to the respective parent entity, the Company records the fair value of the non-controlling interest at the acquisition date and classifies the amounts attributable to the non-controlling interest separately in equity in the Company's Consolidated Financial Statements. Any subsequent changes in a parent's ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions. All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying Unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, ~~(the “SEC”).~~or the SEC. Pursuant to these rules and regulations, the Company has condensed or omitted certain information and footnote disclosures it normally includes in its annual Consolidated Financial Statements prepared in accordance with generally accepted accounting principles in the United States, ~~(“GAAP”).~~or U.S. GAAP. Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 are not necessarily indicative of the results that may be expected for any other interim period or for the full year. These Unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto for the year ended December 31, ~~2020~~2021 included in the Company’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, the Unaudited Consolidated Financial Statements and notes thereto include all adjustments that are of a normal and recurring nature that are necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented.

Use of Estimates

To prepare financial statements in conformity with U.S. GAAP, management must make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. ~~Actual results~~These estimates and assumptions involve judgments with respect to numerous factors that are difficult to predict. As a result, actual amounts could ~~differ~~be materially different from ~~those~~these estimates.

~~Recently~~

Recent Accounting Pronouncements Not Yet Adopted ~~Accounting Standards~~

In ~~January 2020,~~October 2021, the Financial Accounting Standards Board, ~~(“FASB”)~~or FASB, issued Accounting Standards Update, ~~No. 2020-01,~~ Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) ~~(“ASU 2020-01”), which clarifies the interaction of the accounting for equity securities, investments accounted for under the equity method, and certain forward contracts and purchased options.~~ ~~The Company adopted ASU 2020-01 as of January 1, 2021. The adoption did not have any material impact on the Company’s Consolidated Financial Statements.~~

~~Table of Contents~~

~~In August 2020, the FASB issued~~or ASU, No. ~~2020-06,~~ ~~Debt~~2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with ~~Conversion~~Customers, which requires an entity (acquirer) to recognize and ~~Other Options (Subtopic 470-20)~~measure contract assets and ~~Derivatives and Hedging-Contracts~~liabilities acquired in ~~Entity’s Own Equity (Subtopic 815-40)~~ ~~(“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features~~a business combination in accordance with Topic 606, Revenue from the host contract for convertible instruments. The guidance also modifies how certain convertible instruments, that may be settled in cash or shares, impact the calculation of diluted earnings per share. ASU 2020-06 allows for a modified or full retrospective method of transition.Contracts with Customers. This update is effective for fiscal years beginning after December 15, ~~2021,~~2022, and interim periods within those fiscal years, ~~and~~with early adoption is permitted. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company ~~early adopted~~is currently evaluating the impact the standard will have on its Consolidated Financial Statements.

In June 2022, the FASB issued ASU ~~2020-06~~No. 2022-03, Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual restriction on ~~January 1, 2021, electing~~ the ~~modified transition method that allows fora cumulative-effect adjustment in the period~~sale of ~~adoption, and did~~an equity security is not ~~restate prior periods. As a result~~considered part of the adoption, the Company increased its senior convertible debt liabilities and retained earnings on January 1, 2021 by $115.4 million and $64.5 million, respectively, and decreased its deferred tax liabilities and additional paid-in capital by $28.0 million and $147.2 million, respectively. In addition, as a resultunit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU introduces new disclosure requirements to provide investors with information about contractual restrictions, including the nature and remaining duration of such restrictions. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption ~~the diluted loss per share decreased by $1.00~~ ~~and $1.32 for the three and nine months ended September 30, 2021, respectively.~~ ~~See Note 7 to the Unaudited Consolidated Financial Statements for further discussion on~~permitted. The amendments should be applied prospectively with any adjustments from the adoption of ~~ASU 2020-06.~~the amendments recognized in earnings and disclosed on the date of adoption. The Company is currently evaluating the impact the standard will have on its Consolidated Financial Statements.

Table of Contents

Revenue Recognition

In accordance with Accounting Standards Codification 606 Revenue from Contracts with Customers, (“ or ASC ~~606”),~~606, the Company recognizes revenue upon the transfer of goods or services to a customer at an amount that reflects the expected consideration to be received in exchange for those goods or services. The principles in ASC 606 are applied using the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies its performance obligation(s). Specifically, revenue from the sale of implants, fixation products and disposables is generally recognized at an amount that reflects the expected consideration upon notice that the Company’s products have been used in a surgical procedure or upon shipment to a third-party customer assuming control of the products. Revenue from IONM services is recognized in the period the service is performed for the amount of consideration expected to be received. Revenue from the sale of surgical instrument sets is generally recognized upon receipt of a purchase order and the subsequent shipment to a customer who assumes control. In certain cases, the Company does offer the ability for customers to lease surgical instrumentation primarily on a non-sales type basis. Revenue from the sale or lease of capital equipment is recognized when the Company transfers control ~~of the capital equipment~~ to the customer, which is generally at the point when acceptance occurs that indicates customer acknowledgment of delivery or installation, depending on the terms of the ~~arrangement. In certain cases, the Company does offer the ability for customers to lease~~arrangement. Selling and leasing of surgical ~~instrumentation~~instrument sets and capital equipment ~~primarily on a non-sales type basis.~~represents an immaterial amount of the Company’s total net sales in all periods presented. Revenue associated with products holding rights of return or trade-in are recognized when the Company concludes there is not a risk of significant revenue reversal in future periods for the expected consideration in the transaction. Costs incurred by the Company associated with sales contracts with customers are deferred over the performance obligation period and recognized in the same period as the related revenue, with the exception of contracts that complete within one year or less, in which case the associated costs are expensed as incurred.

~~Allowance~~

Accounts Receivable and Related Valuation Accounts

Accounts receivable in the accompanying Unaudited Consolidated Balance Sheets are presented net of allowances for ~~Credit Losses~~

credit losses. The Company maintains an allowance for credit losses resulting from the inability of its customers, including hospitals, ambulatory surgery centers, and distributors, to make required payments. The allowance for credit losses is calculated quarterly, and is estimated on a region-by-region basis considering a number of factors including age of account balances, collection history, historical account write-offs, third party credit reports, identified trends, current economic conditions, and supportable forecasted economic expectations. The allowance is adjusted on a specific identification basis for certain accounts as well as pooling of accounts with similar characteristics. An increase in the provision for credit losses may be required when the financial condition of the Company’s customers or its collection experience deteriorates. An increase to the allowance for credit losses results in a corresponding charge to selling, general and administrative expenses. The Company has a diverse customer base and no single customer represented greater than ten percent of net sales or accounts receivable. Historically, the Company’s reserves have been adequate to cover credit losses.

The Company's exposure to credit losses may increase if its customers are adversely affected by changes in healthcare laws, coverage and reimbursement, economic pressures or uncertainty associated with local or global economic recessions, disruption associated with the current COVID-19 pandemic, or other customer-specific factors. It is possible that there could be a ~~material~~significant adverse impact from potential adjustments ofto the carrying amount of trade receivables as customers’ cash flows are impacted by their response to the COVID-19 pandemic and the deferral of elective surgical procedures.

The following table summarizes the changes in the allowance for credit losses:


(in thousands)	September 30, 2021			September 30, 2020			(in thousands)	June 30, 2022		December 31, 2021
Allowance for credit losses at January 1	$	9,646		$	9,423		Allowance for credit losses at January 1	$	10,928	$	9,646
Current-period provision for expected losses		2,366			1,471		Current-period provision for expected losses	432		2,165
Write-offs charged against the allowance		(742	)		(637	)	Write-offs charged against the allowance	(143)		(743)
Recoveries of amounts previously written off		31			145		Recoveries of amounts previously written off	19		42
Changes resulting from foreign currency fluctuations		(40	)		134		Changes resulting from foreign currency fluctuations	(127)		(182)
Allowance for credit losses at end of period	$	11,261		$	10,536		Allowance for credit losses at end of period	$	11,109	$	10,928

~~Table of Contents~~

Inventory, Net

Net inventory as of ~~September~~June 30, ~~2021~~2022 consisted of ~~$295.6~~$315.5 million of finished goods, ~~$8.8~~$9.0 million of work in progress and ~~$7.0~~$7.2 million of raw materials. Net inventory as of December 31, ~~2020~~2021 consisted of ~~$285.4~~$301.3 million of finished goods, ~~$7.3~~$8.1 million of work in progress and ~~$7.9~~$6.4 million of raw materials.

Table of Contents

Finished goods primarily consists of specialized implants, fixation products and disposables and are stated at the lower of cost or net realizable value determined by utilizing a standard cost method, which includes capitalized variances, which approximates the weighted average cost. Work in progress and raw materials represent the underlying material, and labor for work in progress, that ultimately yield finished goods upon completion and are ~~subject to~~recorded at the lower of cost or net realizable value. The Company reviews the components of its inventory on a periodic basis for excess and obsolescence and adjusts inventory to its net realizable value as necessary.

The Company records an inventory reserve for estimated excess and obsolete inventory based upon historical turnover and assumptions about future demand for its products and market conditions, such as product life cycles and timing of the introduction and development of new or enhanced ~~products~~.products. The Company’s allograft products have shelf lives ranging from two years to five years and are subject to demand fluctuations based on the availability and demand for alternative products. The Company’s inventory, which consists primarily of disposables, specialized implants and fixation products, is at risk of obsolescence following the introduction and development of new or enhanced products. One of the Company’s strategic objectives is to continue to rapidly develop and commercialize new products and product enhancements which increases the risk that products will become obsolete prior to the end of their anticipated useful life. The Company’s estimates and assumptions for excess and obsolete inventory are reviewed and updated on a quarterly basis. The estimates the Company uses for demand are also used for near-term capacity planning and inventory purchasing and are consistent with its net sales forecasts. Increases in the reserve for excess and obsolete inventory result in a corresponding charge to cost of ~~sales~~.

sales.

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company recorded a reserve for excess and obsolete inventory of ~~$15.3~~$1.8 million and ~~$23.3~~$0.3 million, respectively, and $~~10.6~~$5.3 million and $~~41.1~~$8.0 million, for the three and ~~nine~~six months ended ~~September 30, 2020, respectively. For the nine months ended September~~June 30, 2021, ~~the~~respectively. The decrease is primarily attributable to updates to the Company’s estimates and assumptions about future product demand and product life cycles which have been affected by multiple factors, including the COVID-19 pandemic and general market conditions. During the three months ended September 30, 2021, the Company made a determination to withdraw certain products manufactured by its NuVasive Specialized Orthopedics (NSO) subsidiary from the market and discontinue sales of the products. As a result, for the three and nine months ended September 30, 2021, the Company recorded a charge of $14.2 million.

Derivative Financial Instruments

The Company recognizes all derivative instruments as assets or liabilities in its Unaudited Consolidated Balance Sheets and measures these instruments at fair value by revaluing these assets and liabilities at the end of each reporting period. Gains and losses are recorded as a component of other (expense) income, net in the Unaudited Consolidated Statements of Operations.

Comprehensive Income (Loss) ~~Income~~

Comprehensive income (loss) ~~income~~ is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) ~~income~~ includes net of tax, unrealized gains or losses on the Company’s marketable debt securities and foreign currency translation adjustments. The cumulative translation adjustments included in accumulated other comprehensive loss were ~~$7.3~~ $7.2 million and ~~$7.6~~$7.8 million for ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

Product Shipment Costs

Product shipment costs, included in selling, general and administrative expense in the accompanying Unaudited Consolidated Statements of Operations, were ~~$7.1~~$10.0 million and ~~$22.1~~$18.1 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~,2022, respectively, and $~~7.9~~$8.0 million and $~~19.9~~$15.1 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively. The majority of the Company’s shipping costs are associated with providing instrument sets to hospitals for use in individual surgical procedures. Amounts billed to customers for shipping and handling of products are reflected in net sales and are not material for any period presented.

~~Table of Contents~~

Business Transition Costs

The Company incurs certain costs related to acquisition, integration and business transition activities, which include severance, relocation, consulting, leasehold exit costs, third-party merger and acquisition costs, contingent consideration fair value adjustments and other costs directly associated with such activities. Contingent consideration is accrued based on the fair value of the expected payment, and such accruals are subject to increase or decrease based on the assessment of the likelihood that the contingent milestones will be achieved resulting in payment. If an accrual for contingent consideration decreases during a particular period, it results in a reduction of costs during such period.

During the three months ended ~~September~~June 30, ~~2021~~,2022, the Company recorded ~~$4.6~~a benefit of $(7.6) million related to acquisition, integration and business transition activities, which included $(8.9) million in fair value adjustments on contingent consideration liabilities associated with the Company’s 2021, 2017 and 2016 acquisitions.

During the six months ended June 30, 2022, the Company recorded a benefit of $(4.6) million related to acquisition, integration and business transition activities, which included $(8.8) million in fair value adjustments on contingent consideration liabilities associated with the Company’s 2021, 2017 and 2016 acquisitions.

Table of Contents

During the three months ended June 30, 2021, the Company recorded $11.6 million of costs related to acquisition, integration and business transition activities, which included ~~$0.7~~$5.1 million of fair value adjustments on contingent consideration liabilities associated with the Company’s 2021, 2017 and 2016 acquisitions.

During the ~~nine~~six months ended ~~September~~June 30, 2021, the Company recorded ~~$21.7~~$17.1 million of costs related to acquisition, integration and business transition activities, which included ~~$6.6~~$6.0 million of fair value adjustments on contingent consideration liabilities associated with the Company’s 2021, 2017 and 2016 acquisitions ~~as well as $4.0~~and $3.9 million of costs associated with the 2021 acquisition of Simplify Medical Pty Limited, or Simplify Medical.

~~During the three months ended September 30, 2020, the Company recorded $3.1~~ million of costs related to acquisition, integration and business transition activities, which included $1.2 million of fair value adjustments on contingent consideration liabilities associated with the Company’s 2017 and 2016 acquisitions.

~~During the nine months ended September 30, 2020, the Company recorded a reduction of costs of $2.5 million related to acquisition, integration and business transition activities, which included $~~(~~0.4~~) ~~million of fair value adjustments on contingent consideration liabilities associated with the Company’s 2017 and 2016 acquisitions.~~

2. Net (Loss) Income Per Share

The following table sets forth the computation of basic and diluted consolidated net (loss) income per share:

	Three Months Ended September 30,					Nine Months Ended September 30,
(in thousands, except per share data)	2021			2020		2021			2020
													Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)												(in thousands, except per share data)	2022		2021		2022		2021
Numerator:												Numerator:
Net (loss) income	$	(21,639	)	$	5,872	$	(27,350	)	$	(38,845	)
Net (loss) income for basic												Net (loss) income for basic	$	(893)	$	1,799	$	18,308	$	(5,711)
Dilutive potential net (loss) income:												Dilutive potential net (loss) income:
Interest and debt issuance costs on the 1.00% Senior Convertible Notes due 2023, net of tax												Interest and debt issuance costs on the 1.00% Senior Convertible Notes due 2023, net of tax	$	—	$	—	$	—	$	—
Interest and debt issuance costs on the 0.375% Senior Convertible Notes due 2025, net of tax												Interest and debt issuance costs on the 0.375% Senior Convertible Notes due 2025, net of tax	—		—		1,642		—
Net (loss) income for diluted												Net (loss) income for diluted	$	(893)	$	1,799	$	19,950	$	(5,711)
Denominator for basic and diluted net (loss) income per share:												Denominator for basic and diluted net (loss) income per share:
Weighted average common shares outstanding for basic		51,669			51,261		51,539			51,440		Weighted average common shares outstanding for basic	52,022		51,567		51,926		51,473
Dilutive potential common stock outstanding:												Dilutive potential common stock outstanding:
Stock options and employee stock purchase plan		—			14		—			—
Restricted stock units		—			530		—			—
Employee stock purchase plan (ESPP)												Employee stock purchase plan (ESPP)	—		—		1		—
Restricted stock units (RSUs) and performance restricted stock units (PRSUs)												Restricted stock units (RSUs) and performance restricted stock units (PRSUs)	—		644		548		—
1.00% Senior Convertible Notes due 2023												1.00% Senior Convertible Notes due 2023	—		—		—		—
0.375% Senior Convertible Notes due 2025												0.375% Senior Convertible Notes due 2025	—		—		4,824		—
Weighted average common shares outstanding for diluted		51,669			51,805		51,539			51,440		Weighted average common shares outstanding for diluted	52,022		52,211		57,299		51,473
Basic net (loss) income per share	$	(0.42	)	$	0.11	$	(0.53	)	$	(0.76	)	Basic net (loss) income per share	$	(0.02)	$	0.03	$	0.35	$	(0.11)
Diluted net (loss) income per share	$	(0.42	)	$	0.11	$	(0.53	)	$	(0.76	)	Diluted net (loss) income per share	$	(0.02)	$	0.03	$	0.35	$	(0.11)

In accordance with ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20), or ASU 2020-06, the Company applies the if-converted method in computing the effect of the Company's senior convertible notes on diluted net (loss) income per share. For periods in which the Company reports net income, the numerator of the diluted per share computation is adjusted for interest expense and amortization of debt issuance costs, net of tax, and the denominator is adjusted for the weighted average number of shares into which each of the Company’s senior convertible notes could be converted. The effect is only included in the calculation of diluted net income per share for those senior convertible notes which reduce net income per share.

The following weighted average outstanding common stock equivalents were not included in the calculation of net (loss) income per diluted share because their effects were anti-dilutive:


	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,		Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020		(in thousands)	2022	2021	2022	2021
Stock options, employee stock purchase plan, and restricted stock units		1,336		382		1,367		1,089
ESPP, RSUs and PRSUs									ESPP, RSUs and PRSUs	46	107	143	1,382
Warrants		17,127		21,034		19,716		21,034	Warrants	10,169	20,943	10,169	21,011
Senior convertible notes		10,169		21,034		10,169		21,034	Senior convertible notes	10,169	10,169	5,345	10,169
Total		28,632		42,450		31,252		43,157	Total	20,384	31,219	15,657	32,562

Table of Contents

3. ~~Marketable Securities~~

~~Short-Term Marketable Securities~~

~~The Company invests in available-for-sale marketable debt securities consisting of corporate notes and commercial paper.~~ The Company has the ability, if necessary, to liquidate without penalty any of its marketable debt securities to meet its liquidity needs in the next 12 months. As such, those investments with contractual maturities greater than one year from the date of purchase are classified as short-term on the accompanying Unaudited Consolidated Balance Sheets.

~~The Company did 0t hold any investments in marketable debt securities as of~~ ~~September~~ ~~30, 2021. The Company’s~~ marketable debt securities as of December 31, 2020 all had contractual maturities due within one year. The carrying value and amortized cost of the Company’s marketable debt securities, summarized by major security type, consisted of the following:

(in thousands)

Amortized Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair Value

December 31, 2020:

Debt securities, available for sale:

Corporate notes

$
54,197

$
6

$
(15
)

$
54,188

Commercial paper

118,932

25

—

118,957

Total debt securities, available for sale

$
173,129

$
31

$
(15
)

$
173,145

At each reporting date, the Company performs an evaluation of impairment to determine if any unrealized losses are the result of credit losses. Impairment is assessed at the individual security level. Factors considered in determining whether a loss resulted from a credit loss or other factors include the Company’s intent and ability to hold the investment until the recovery of its amortized cost basis, the extent to which the fair value is less than the amortized cost basis, the length of time and extent to which fair value has been less than the cost basis, the financial condition of the issuer, any historical failure of the issuer to make scheduled interest or principal payments, any changes to the rating of the security by a rating agency, any adverse legal or regulatory events affecting the issuer or issuer’s industry, and any significant deterioration in economic conditions.

The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income in the Unaudited Consolidated Statement of Operations through an allowance for credit losses. Unrealized gains and losses that are not credit-related are included in accumulated other comprehensive loss. Unrealized losses on available-for-sale debt securities as of December 31, 2020 were not significant and were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities. Accordingly, the Company did not record an allowance for credit losses with these investments as of December 31, 2020.

4. Business Combinations

The Company recognizes the assets acquired, liabilities assumed, and any non-controlling interest at fair value at the date of acquisition. Certain acquisitions contain contingent consideration arrangements that require the Company to assess the acquisition date fair value of the contingent consideration liabilities. Such liabilities are recorded as part of the purchase price allocation of the acquisition, with subsequent fair value adjustments to the contingent consideration recorded in the Unaudited Consolidated Statements of Operations. See Note 5 4, Financial Instruments and Fair Value Measurements, in the Notes to ~~the~~ Unaudited Consolidated Financial Statements included in this Quarterly Report for further discussion on contingent consideration liabilities.

Acquisition of Simplify Medical Pty Limited

On February 24, 2021, the Company, through its indirect wholly-owned subsidiary, NuVasive (AUST/NZ) Pty Limited, acquired all of the stock interest in Simplify Medical, ~~Pty Limited (“Simplify Medical”),~~a developer of cervical ~~artificial~~ disc technology for cervical total disc replacement procedures. Simplify Medical now operates as a wholly-owned subsidiary of the Company. The Company agreed to make an upfront payment of $150.0 million, subject to customary purchase price adjustments, plus additional future payments contingent upon milestones related to regulatory approval and net sales from products incorporating the Simplify Medical cervical ~~artificial~~ disc technology. In April 2021, the Simplify Cervical ~~Artificial~~ Disc received approval from the U.S. Food and Drug Administration, or FDA, for two-level cervical total disc replacement, resulting in the Company’s payment of $45.8 million for the achievement of the regulatory ~~milestone~~. milestone. Additional milestone payments, which are uncapped and contingent upon net sales from products incorporating the Simplify Medical cervical ~~artificial~~ disc technology, will become payable in calendar years 2023, 2024 and 2025.In connection with the closing, the Company paid $151.0 million, which included a~~dditional~~additional amounts for customary purchase price adjustments, using available cash on hand.

~~Table of Contents~~

The allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values is as follows:

(in thousands)

Cash paid for purchase

$
151,026

Cash

1,563

Accounts receivable

203

Inventory

6,710

Other current assets

568

Property, plant and equipment, net

381

Definite-lived intangible assets:

Developed technology

141,700

Patents

19,000

Trade names

3,500

Goodwill

81,125

Other assets

7

Contingent consideration liabilities

(103,400
)
Accounts payable, accrued expenses and other

(331
)

$
151,026


(in thousands)
Cash paid for purchase	$	151,026

Cash	1,563
Accounts receivable	203
Inventory	6,710
Other current assets	568
Property, plant and equipment, net	381
Definite-lived intangible assets:
Developed technology	141,700
Patents	19,000
Trade names	3,500
Goodwill	81,125
Other assets	7
Contingent consideration liabilities	(103,400)
Accounts payable, accrued expenses and other	(331)
	$	151,026

Goodwill recognized in this transaction is not deductible for tax purposes. Goodwill largely consists of expected net sales synergies resulting from the combination of product portfolios, use of the Company’s existing commercial infrastructure to expand sales of Simplify Medical’s products, and the assembled workforce. The intangible assets acquired are being amortized on a straight-line basis over useful lives of seventeen years,, ten years,, and fifteen years for developed technology-based intangible assets, patent-related intangible assets, and trade name related intangible assets, respectively. The estimated fair values of the intangible assets acquired were primarily determined using the income approach based on significant inputs that were not observable.

In connection with the acquisition, contingent consideration liabilities of $103.4 million were recorded ~~as of March 31, 2021,~~ for the potential regulatory and net sales-based milestone payments. The fair value of the contingent liability related to the regulatory milestone payment was determined using the probability approach based on the probability of the approval being achieved as of various ~~periods~~.periods. The fair value of the contingent liability relating to the net sales-based milestone payments was determined using ~~the~~a Monte Carlo simulation model based on ~~specific~~forecast net sales, ~~achievement scenarios~~volatility factors associated with those forecast net sales and discount ~~factors. Changes in fair value~~rates.

Table of ~~the contingent liabilities over the measurement period will be recorded in operating expenses in the Consolidated Statements of Operations. See Note 5~~ ~~to the Unaudited Consolidated Financial Statements for further discussion on contingent consideration liabilities.~~Contents

~~Acquisition costs of $4.0 million were included in the Unaudited Consolidated Statement of Operations as business transition costs.~~

The Company’s results of operations for the three and ~~nine~~six months ended ~~September~~June 30, 2021 include the operating results of Simplify Medical since the date of ~~acquisition, within~~acquisition. Acquisition costs of $3.9 million were included in the Unaudited Consolidated ~~Statement~~Statements of ~~Operations. Net sales of acquired products represent an immaterial amount of the Company’s total net sales~~Operations as business transition costs for the ~~three and nine~~six months ended ~~September~~June 30, 2021.

The following table presents the unaudited pro forma results for the three and nine months ended September 30, 2021 and September 30, 2020. The unaudited pro forma financial information combines the results of operations of the Company and ~~Simplify Medical~~ as though the companies had been combined as of January 1, 2020. The unaudited pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at such time. The unaudited pro forma results presented include non-recurring adjustments directly attributable to the business combination. The adjustments relating to amortization charges for acquired intangible assets were 0 and $1.7 million for the three and nine months ended September 30, 2021, respectively, and $2.4 million and $6.8 million for the three and nine months ended September 30, 2020, respectively. Adjustments for increased fair value of acquired inventory were 0 and $0.4 million for the three and nine months ended September 30, 2021, respectively. The nine months ended September 30, 2020 also includes an adjustment of $17.5 million for acquisition related expenses. All periods presented include related tax effects to pre-tax income. Simplify Medical’s net sales represent an immaterial amount of the combined net sales for the three and nine months ended September 30, 2021 and 2020. The pre-acquisition accounting policies of ~~Simplify Medical~~ ~~were materially similar to the Company.~~

(unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands, except per share amounts)

2021

2020

2021

2020

Net (loss) income

$
(21,638
)

$
473

$
(30,894
)

$
(68,646
)
Net (loss) income per share:

Basic

$
(0.42
)

$
0.01

$
(0.60
)

$
(1.33
)
Diluted

$
(0.42
)

$
0.01

$
(0.60
)

$
(1.33
)

~~Table of Contents~~

Variable Interest Entities

The Company provides IONM services through various subsidiaries, which conduct business as NuVasive Clinical Services. In providing IONM services to surgeons and healthcare facilities across the United States, the Company maintains contractual relationships with several physician practices, ~~(“PCs”).~~or PCs. In accordance with authoritative guidance, the Company has determined that the PCs are variable interest entities and therefore, the accompanying Unaudited Consolidated Financial Statements include the accounts of the PCs from the date of acquisition. During the periods presented, the results of the PCs were immaterial to the Company’s financial statements. The creditors of the PCs have claims only to the assets of the PCs, which are not material, and the assets of the PCs are not available to the ~~Company~~.

5.Company.

4. Financial Instruments and Fair Value Measurements

Foreign Currency and Derivative Financial Instruments

The Company translates the financial statements of its foreign subsidiaries using end-of-period exchange rates for assets and liabilities, and average exchange rates during each reporting period for results of operations.

Some of the Company’s reporting entities conduct a portion of their business in currencies other than the entity’s functional currency. These transactions give rise to receivables and payables that are denominated in currencies other than the entity’s functional currency. The value of these receivables and payables is subject to changes in currency exchange rates from the point at which the transactions are originated until the settlement in cash. Both realized and unrealized gains and losses in the value of these receivables and payables are included in the determination of net income or loss. Net c~~urrency~~currency exchange (losses) gains, ~~(losses),~~ which include gains and losses from derivative instruments, were ~~$(13.2)~~$(29.6) million and ~~$(26.6)~~$13.6 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, and $~~(1.0)~~ $(0.9) million and $(~~6.2~~)$(13.4) million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively,, and are included in other (expense) income, net in the Unaudited Consolidated Statements of Operations.

To manage foreign currency exposure risks, the Company uses derivatives for activities in entities that have short-term intercompany receivables and payables denominated in a currency other than the entity’s functional currency. The fair value is based on a quoted market price (Level 1). AsAs of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, a notional principal amount of ~~$20.2~~$18.0 million and ~~$14.0~~$12.2 million, respectively, was outstanding to hedge currency risk relative to the Company’s foreign currency-denominated receivables and ~~payables~~. payables. Derivative instrument net gains ~~(losses)~~ on the Company’s forward exchange contracts were ~~$0.1~~$1.7 million and ~~$1.5~~$2.5 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, and ~~$(0.5)~~ $0.1 million and $1.3 million for ~~both~~ the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~,2021, respectively, and are included in other (expense) income, net in the Unaudited Consolidated Statements of Operations. The fair value of the forward contract exchange derivative instrument asset (liability) was ~~$(0.1)~~$(0.2) million and de minimis as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The derivative instruments are recorded in other current assets or other current liabilities in the Unaudited Consolidated Balance Sheets commensurate with the nature of the instrument at period end.

Fair Value Measurements

The Company measures certain assets and liabilities in accordance with authoritative guidance, which requires fair value measurements be classified and disclosed in one of the following three categories:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available.

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the periods presented.

Table of Contents

The fair values of the Company’s assets and liabilities, including cash equivalents, marketable debt and equity securities, restricted investments, derivatives, and contingent consideration are measured at fair value on a recurring basis. As of ~~September~~June 30, ~~2021~~2022, the Company held investments in securities classified as cash equivalents and marketable equity securities. The fair value of the securities classified as cash equivalents and marketable equity securities are based on quoted market prices in active markets. As of December 31, ~~2020,~~2021, the Company held investments in securities classified as cash equivalents. During the periods presented, the Company did 0tnot hold any such investments that were in a significant unrealized loss position and 0no impairment charges were recorded on such investments. Realized and unrealized gains and losses and interest income related to marketable debt and equity securities were immaterial during all periods presented. The Company’s assets that are measured at fair value were based on the following fair value categories:

Quoted Price in

Significant Other

Significant

Active Market

Observable Inputs

Unobservable

(in thousands)

Total

(Level 1)

(Level 2)

Inputs (Level 3)

September 30, 2021:

Cash equivalents:

Money market funds

$
158,051

$
158,051

$
—

$
—

Total cash equivalents

$
158,051

$
158,051

$
—

$
—

December 31, 2020:

Cash equivalents:

Money market funds

$
725,108

$
725,108

$
—

$
—

Commercial paper

35,996

—

35,996

—

Total cash equivalents

761,104

725,108

35,996

—

Debt securities, available for sale:

Corporate notes

54,188

—

54,188

—

Commercial paper

118,957

—

118,957

—

Total debt securities, available for sale

173,145

—

173,145

—

Total assets measured at fair value

$
934,249

$
725,108

$
209,141

$
—


(in thousands)	Total		Quoted Price in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)


June 30, 2022:
Cash equivalents:
Money market funds	$	150,802	$	150,802	$	—	$	—
Other assets:
Marketable equity securities	4,768		4,768		—		—
Total cash equivalents and other assets	$	155,570	$	155,570	$	—	$	—

December 31, 2021:
Cash equivalents:
Money market funds	$	179,451	$	179,451	$	—	$	—
Total cash equivalents	$	179,451	$	179,451	$	—	$	—

The carrying amounts of certain financial instruments such as cash and cash equivalents, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses, and other current liabilities as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 approximate their related fair values due to the short-term maturities of these instruments.

The fair value of certain financial instruments was measured and classified within Level 1 of the fair value hierarchy based on quoted prices. Certain financial instruments classified within Level 2 of the fair value hierarchy include the types of instruments that trade in markets that are not considered to be active, but are valued based on quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

Fair Value of Senior Convertible Notes

On March 15, 2021, the Company’s Senior Convertible Notes due 2021 were settled upon maturity. The fair value, based on a quoted market price (Level 1), of the Company’s outstanding $650.0 million principal amount of Senior Convertible Notes due 2021 at December 31, 2020 was approximately $651.6 million.

The fair value, based on a quoted market price (Level 1), of the Company’s outstanding $450.0 million principal amount of Senior Convertible Notes due 2023 at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 was approximately ~~$461.9~~$437.0 million ~~for both periods.~~ and $450.6 million, respectively. The fair value, based on a quoted market price (Level 1), of the Company’s outstanding $450.0 million principal amount of Senior Convertible Notes due 2025 at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 was approximately ~~$458.1~~ $401.1 million and ~~$436.7~~$433.5 million, respectively. See Note 76, Indebtedness, in the Notes to ~~the~~ Unaudited Consolidated Financial Statements included in this Quarterly Report for further discussion on the carrying value of the Company’s outstanding ~~Senior Convertible Notes.~~

senior convertible notes.

Table of Contents

~~Fair Value of Convertible Note Hedge and Embedded Conversion Derivatives~~

~~On June 1, 2020, the Company issued $450.0 million principal amount of 1.00% Senior Convertible Notes due 2023 (the “2023 Notes”).~~ ~~The 2023 Notes were initially required to be settled in cash as the Company did not have enough available shares and was unable to reserve the maximum number of shares issuable under the 2023 Notes~~ ~~(“sufficient reserved shares”).~~ ~~On September 10, 2020, the Company held a Special Meeting of Stockholders and received stockholder approval to amend the~~ Company’s Restated Certificate of Incorporation to increase the number of shares of its common stock authorized for issuance from 120,000,000 shares to 150,000,000 shares. As a result of the increase in the number of shares of the Company’s common stock authorized for issuance the Company has sufficient reserved shares and therefore may settle conversions of the 2023 Notes in cash, stock, or a combination thereof, ~~solely at the Company’s discretion.~~ At the time of issuance of the 2023 Notes and in accordance with authoritative guidance, the cash conversion feature of the 2023 Notes required bifurcation from the 2023 Notes and was initially accounted for as a derivative liability (“Embedded Conversion Derivative”), which was included in long-term liabilities in the Company’s Unaudited Consolidated Balance Sheet. ~~On September 10, 2020,~~ as a result of the increase in the number of shares of the Company’s common stock authorized for issuance, the Company had sufficient reserved shares to settle conversions of the 2023 Notes in cash, stock, or a combination thereof, ~~and in accordance with authoritative literature, the~~ ~~Embedded Conversion Derivative~~ ~~was marked to fair value and reclassified to stockholders’ equity.~~

~~In connection with the issuance of the 2023 Notes, the Company entered into convertible note hedge transactions (the “2023 Hedge”) entitling the Company~~ ~~to purchase up to 5,345,010 shares of the Company’s common stock at an initial stock price of $84.19 per share, each of which is subject to adjustment.~~ The 2023 Hedge was initially required to be settled in cash as the Company did not have sufficient reserved shares with respect to the 2023 Notes. As a result, the 2023 Hedge was accounted for as a derivative asset (“Convertible Note Hedge Derivative”), which was included in long-term assets in the Company’s Unaudited Consolidated Balance Sheet. ~~On September 10, 2020,~~ as a result of the increase in the number of shares of the Company’s common stock authorized for issuance, the Company had sufficient reserved shares to settle the 2023 Notes, which therefore allows for the 2023 Hedge to be settled in cash, stock, or a combination thereof. ~~In accordance with authoritative literature, the~~ ~~Convertible Note Hedge Derivative~~ ~~was marked to a fair value of $37.3 million, and reclassified to stockholders’ equity on September 10, 2020.~~

~~Prior to their reclassification to stockholders’ equity on September 10, 2020,~~ ~~the Embedded Conversion Derivative and Convertible Note Hedge Derivative~~ ~~were classified as Level 3 of the fair value hierarchy as these derivative instruments were not actively traded and were valued using significant unobservable inputs.~~

~~For the nine months ended~~ ~~September~~ ~~30, 2020, the following tables set forth the changes in the estimated fair value for the Company’s derivative assets and liabilities measured using significant unobservable inputs (Level 3):~~

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

2020

2020

Assets:

Fair value measurement at beginning of period

$
44,936

$
—

Derivative assets recorded in connection with the 2023 Hedge

—

69,525

Change in fair value measurement

(7,644
)

(32,233
)
Derivative asset reclassified to stockholders’ equity

(37,292
)

(37,292
)
Fair value measurement at end of period

$
—

$
—

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

2020

2020

Liabilities:

Fair value measurement at beginning of period

$
44,936

$
—

Derivative liability recorded in connection with the 2023 Notes

—

57,224

Change in fair value measurement

(7,644
)

(19,932
)
Derivative liability reclassified to stockholders’ equity

(37,292
)

(37,292
)
Fair value measurement at end of period

$
—

$
—

~~Table of Contents~~

Contingent Consideration Liabilities

The fair value of contingent consideration liabilities assumed in business combinations is recorded as part of the purchase price consideration of the acquisition, and is determined using a discounted cash flow model or ~~probability~~Monte Carlo simulation model. The significant inputs of such models are not observable in the market, such as certain financial metric growth rates, volatility rates, projections associated with the applicable milestone, the interest rate, and the related probabilities and payment structure in the contingent consideration arrangement. Fair value adjustments to contingent consideration liabilities are recorded through operating expenses in the Unaudited Consolidated ~~Statement~~Statements of Operations. Contingent consideration arrangements assumed by an asset purchase will be measured and accrued when such contingency is resolved.

The recurring Level 3 fair value measurements of contingent consideration liabilities associated with commercial sales milestones include the following significant unobservable inputs as of ~~September~~June 30, ~~2021~~2022::

	~~2021~~
		2022
Valuation Technique			Discounted cash flow, Monte Carlo
Discount Rate Range			~~1.7%~~7.1% - ~~4.2%~~	9.0%
Weighted Average Discount Rate			~~3.2%~~	7.7%
Expected Years			~~2021~~2023 - ~~2025~~	2027

Contingent consideration liabilities at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 were ~~$101.1~~$130.9 million and ~~$37.0~~$147.8 million, respectively, and were recorded in the Unaudited Consolidated Balance ~~Sheet~~Sheets commensurate with the respective payment terms. The following table sets forth the changes in the estimated fair value of the ~~Company’s~~Company's contingent consideration liabilities measured on a recurring basis using significant unobservable inputs (Level 3):


	Nine Months Ended September 30,							Six Months Ended June 30,
(in thousands)	2021			2020			(in thousands)	2022		2021
Fair value measurement at beginning of period	$	37,041		$	42,559
Beginning balance at January 1							Beginning balance at January 1	$	147,810	$	37,041
Contingent consideration liability recorded upon acquisition		103,400			—		Contingent consideration liability recorded upon acquisition	—		103,400
Change in fair value measurement		6,646			(293	)	Change in fair value measurement	(8,836)		5,957
Contingent consideration paid or settled		(46,006	)		(7,938	)	Contingent consideration paid or settled	(8,037)		(46,006)
Changes resulting from foreign currency fluctuations		(29	)		—		Changes resulting from foreign currency fluctuations	4		(22)
Fair value measurement at end of period	$	101,052		$	34,328
Balance at end of period							Balance at end of period	$	130,941	$	100,370

During the ~~three months ended March 31,~~first quarter of 2021, the Company recorded $103.4 million in contingent consideration liabilities as part of the Simplify Medical acquisition, of which $42.8 million and $60.6 million relate to the regulatory approval and net sales milestones, respectively. In ~~April~~the second quarter of 2021, the Simplify Cervical ~~Artificial~~ Disc received approval from the ~~U.S. Food and Drug Administration~~FDA for two-level cervical total disc replacement which resulted in the payment of $45.8 million for the achievement of the regulatory milestone. As a result of the milestone achievement, the Company recorded a $3.0 million increase in the fair value of the contingent consideration liability, which has been recorded within Business Transition Costs in the Company’s ~~Unaudited~~ Consolidated Statements of Operations in the ~~nine~~year ended December 31, 2021. For the six months ended ~~September~~June 30, ~~2021. In the second quarter of~~2022 and year ended December 31, 2021, the Company ~~made~~(decreased) increased the contingent consideration liability by $(7.7) million, and $47.9 million, respectively, as a ~~payment~~result of ~~$45.8 million~~updates to the Company's forecasted net sales assumptions and significant unobservable inputs. The remaining contingent consideration liabilities for the ~~regulatory milestone. The~~Simplify Medical acquisition totaled $100.8 million and $108.5 million as of June 30, 2022 and December 31, 2021, respectively. Changes in fair value measurement of the contingent consideration liabilities are recorded in the Unaudited Consolidated ~~Balance Sheet, commensurate with~~Statements of Operations within the respective payable terms. See Note 4 to the Unaudited Consolidated Financial Statements for further discussion regarding the contingent consideration liabilities incurred in connection with the acquisition of Simplify Medical.

Business Transition Costs line item.

Non-financial assets and liabilities measured on a nonrecurring basis

Certain non-financial assets and liabilities are measured at fair value, usually with Level 3 inputs including the discounted cash flow method or cost method, on a nonrecurring basis in accordance with authoritative guidance. These include items such as non-financial assets and liabilities initially measured at fair value in a business combination and non-financial long-lived assets measured at fair value for an impairment assessment. In general, non-financial assets, including goodwill, ~~right-of-use assets,~~ intangible assets and property and equipment, are measured at fair value when there is an indication of impairment and are recorded at fair value only when any impairment is recognized. The carrying values of the Company’s financing lease obligations approximated their estimated fair value as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~

2021.

Table of Contents

5. Goodwill and Intangible Assets

Goodwill and intangible assets consisted of the following:

Weighted-

Average

Amortization

(in thousands, except years)

Period

Gross

Accumulated

Intangible

September 30, 2021:

(in years)

Amount

Amortization

Assets, net

Intangible assets subject to amortization:

Developed technology

11

$
373,543

$
(200,172
)

$
173,371

Patents

10

57,660

(30,426
)

27,234

Manufacturing know-how and trade secrets

12

21,428

(21,378
)

50

Trade name and trademarks

9

25,141

(18,988
)

6,153

Customer relationships

9

156,113

(106,505
)

49,608

Total intangible assets subject to amortization

10

$
633,885

$
(377,469
)

$
256,416

Intangible assets not subject to amortization:

Goodwill

$
633,121

Total goodwill and intangible assets, net

$
889,537


(in thousands, except years)	Weighted- Average Amortization Period (in years)	Gross Amount		Accumulated Amortization		Intangible Assets, net

June 30, 2022:
Intangible assets subject to amortization:
Developed technology	11	$	367,829	$	(225,251)	$	142,578
Patents	10	56,894		(34,687)		22,207
Manufacturing know-how and trade secrets	12	21,343		(21,343)		—
Trade name and trademarks	9	25,000		(20,870)		4,130
Customer relationships	9	156,278		(116,870)		39,408
Total intangible assets subject to amortization	10	$	627,344	$	(419,021)	$	208,323

Intangible assets not subject to amortization:
Goodwill						$	629,889
Total goodwill and intangible assets, net						$	838,212


(in thousands, except years)	Weighted- Average Amortization Period (in years)	Gross Amount		Accumulated Amortization		Intangible Assets, net

December 31, 2021:
Intangible assets subject to amortization:
Developed technology	11	$	374,457	$	(209,283)	$	165,174
Patents	10	57,783		(31,903)		25,880
Manufacturing know-how and trade secrets	12	21,412		(21,387)		25
Trade name and trademarks	9	25,163		(19,621)		5,542
Customer relationships	9	156,208		(110,154)		46,054
Total intangible assets subject to amortization	10	$	635,023	$	(392,348)	$	242,675

Intangible assets not subject to amortization:
Goodwill						$	633,467
Total goodwill and intangible assets, net						$	876,142

Weighted-

Average

Amortization

Period

Gross

Accumulated

Intangible

December 31, 2020:

(in years)

Amount

Amortization

Assets, net

Intangible assets subject to amortization:

Developed technology

8

$
244,360

$
(174,257
)

$
70,103

Patents

9

40,338

(26,299
)

14,039

Manufacturing know-how and trade secrets

12

21,482

(20,481
)

1,001

Trade name and trademarks

8

21,950

(16,911
)

5,039

Customer relationships

9

156,436

(94,354
)

62,082

Total intangible assets subject to amortization

8

$
484,566

$
(332,302
)

$
152,264

Intangible assets not subject to amortization:

Goodwill

$
559,553

Total goodwill and intangible assets, net

$
711,817

The changes to goodwill are comprised of the following:


(in thousands)
December 31, 2021
Gross goodwill	$	641,767
Accumulated impairment loss	(8,300)
	633,467
Changes to gross goodwill

Changes resulting from foreign currency fluctuations	(3,578)

June 30, 2022
Gross goodwill	638,189
Accumulated impairment loss	(8,300)
	$	629,889

Table of Contents

During the nine months ended September 30, 2021, in connection with acquisition of Simplify Medical, the Company recorded additional amounts to definite-lived intangible assets and goodwill of $164.2 million and $81.1 million, respectively.

~~The following table summarizes the changes in the carrying value of the Company’s goodwill:~~

(in thousands)

December 31, 2020

Gross goodwill

$
567,853

Accumulated impairment loss

(8,300
)

559,553

Changes to gross goodwill

Increases recorded in business combinations

81,125

Changes resulting from foreign currency fluctuations

(7,557
)

73,568

September 30, 2021

Gross goodwill

641,421

Accumulated impairment loss

(8,300
)

$
633,121

Total expense related to the amortization of intangible assets, which is recorded in both cost of sales and operating expenses in the Unaudited Consolidated Statements of Operations depending on the functional nature of the intangible asset, was ~~$15.6~~$13.4 million and ~~$45.7~~$27.3 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, and $~~14.6~~$15.9 million and ~~$41.6~~$30.1 million for the three and ~~nine~~six months ended ~~September~~ June 30, ~~2020,~~2021, respectively.

Total future amortization expense related to intangible assets subject to amortization at ~~September~~June 30, ~~2021~~2022 is set forth in the table below:

(in thousands)
Remaining 2021	$	14,868
2022		53,287

(in thousands)			(in thousands)
Remaining 2022			Remaining 2022	$	25,465
2023		27,797	2023	26,657
2024		22,028	2024	20,869
2025		21,234	2025	20,033
2026			2026	15,245
Thereafter through 2038		117,202	Thereafter through 2038	100,054
Total future amortization expense	$	256,416	Total future amortization expense	$	208,323

~~Table of Contents~~

6. Indebtedness

The carrying values of the Company’s Senior Convertible Notes are as follows:

(in thousands)	September 30, 2021			December 31, 2020
2.25% Senior Convertible Notes due 2021:
Principal amount	$	—		$	650,000
Unamortized debt discount		—			(3,945	)
Unamortized debt issuance costs		—			(752	)
		—			645,303
(in thousands)							(in thousands)	June 30, 2022		December 31, 2021
1.00% Senior Convertible Notes due 2023:							1.00% Senior Convertible Notes due 2023:
Principal amount		450,000			450,000		Principal amount	$	450,000	$	450,000
Unamortized debt discount		—			(46,837	)
Unamortized debt issuance costs		(7,677	)		(11,049	)	Unamortized debt issuance costs	(4,255)		(6,543)
		442,323			392,114			445,745		443,457
0.375% Senior Convertible Notes due 2025:							0.375% Senior Convertible Notes due 2025:
Principal amount		450,000			450,000		Principal amount	450,000		450,000
Unamortized debt discount		—			(66,346	)
Unamortized debt issuance costs		(9,143	)		(9,542	)	Unamortized debt issuance costs	(7,136)		(8,473)
		440,857			374,112			442,864		441,527
Total Senior Convertible Notes	$	883,180		$	1,411,529		Total Senior Convertible Notes	$	888,609	$	884,984

Less: Current portion		—			(645,303	)
Less: Current portion of Senior Convertible Notes							Less: Current portion of Senior Convertible Notes	$	(445,745)	$	—
Long-term Senior Convertible Notes	$	883,180		$	766,226		Long-term Senior Convertible Notes	$	442,864	$	884,984

~~2.25% Senior Convertible Notes due 2021~~

In March 2016, the Company issued $650.0 million principal amount of unsecured Senior Convertible Notes with a stated interest rate of 2.25% and a maturity date of March 15, 2021 (the “2021 Notes”)


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2022			2021			2022			2021
Interest expense:
Contractual coupon interest	$	1,547		$	1,547		$	3,094		$	6,141
Amortization of debt issuance costs	1,816			2,744			3,626			4,415
Total interest expense recognized on Senior Convertible Notes	$	3,363		$	4,291		$	6,720		$	10,556

Effective interest rates:
Senior Convertible Notes due 2021(1)	—		%	2.9		%	—		%	2.9		%
Senior Convertible Notes due 2023(2)	2.0		%	2.0		%	2.0		%	2.0		%
Senior Convertible Notes due 2025(2)	1.0		%	1.0		%	1.0		%	1.0		%
(1) Senior Convertible Notes due 2021 settled in full on March 15, 2021.
(2) Interest on Senior Convertible Notes due 2023 and 2025 began accruing upon issuance and is payable semi-annually.

. ~~Interest on the 2021 Notes began accruing upon issuance and was payable semi-annually.~~ ~~On March 15, 2021 the Company settled in full the 2021 Notes at their scheduled maturity as further discussed below.~~

The net proceeds from the offering of the 2021 Notes, after deducting initial purchasers' discounts and costs directly related to the offering, were approximately $634.1 million. Prior to September 14, 2020, the 2021 Notes provided for settlement in cash, stock, or a combination thereof, solely at the Company’s discretion. As of September 14, 2020, combination settlement was deemed to have been elected by the Company. The initial conversion rate of the 2021 Notes was 16.7158 shares per $1,000 principal amount, which was equivalent to a conversion price of approximately $59.82 per share, subject to adjustments. For the year ended December 31, 2020, the Company used the treasury share method for assumed conversion of the 2021 Notes to compute the weighted average shares of common stock outstanding for diluted earnings per share. The Company also entered into transactions for a convertible notes hedge (the “2021 Hedge”) and warrants (the “2021 Warrants”) concurrently with the issuance of the 2021 Notes.

At the time of issuance and in accordance with Accounting Standards Codification Topic 470, the embedded conversion feature of the 2021 Notes required bifurcation from the notes and was accounted for as an equity instrument classified to stockholders’ equity, which resulted in recognizing $84.8 million in additional paid-in-capital during 2016~~. As of January 1, 2021,~~ the Company early adopted ASU 2020-06, which removed the requirement of separating the embedded conversion feature classified within stockholders’ equity from the 2021 Notes. The standard also required the Company to use the if-converted method in the calculation of diluted earnings per share. Accordingly, the Company reclassified the unamortized debt discount and corresponding debt issuance costs from its additional paid-in capital to its senior convertible notes within current liabilities in the Unaudited ~~Consolidated Balance Sheet. The impact of the adoption of ASU 2020-06 as of January 1, 2021, resulted in an increase in senior convertible notes~~ ~~and retained earnings of $3.9 million and $47.8 million, respectively, and a decrease in deferred tax liabilities and additional paid-in capital by $0.9 million and $46.1 million, respectively.~~

Table of Contents

~~The interest expense recognized on the 2021 Notes during the nine months ended~~ ~~September 30, 2021~~ includes $3.0 million and $0.8 million for the contractual coupon interest and the amortization of the debt issuance costs, respectively. The interest expense recognized on the 2021 Notes during the three months ended September 30, 2020 includes $~~3.7~~ ~~million, $4.7~~ ~~million and $0.9~~ million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. The interest expense recognized on the 2021 Notes during the nine months ended September 30, 2020 includes $~~11.0~~ ~~million, $13.8~~ ~~million and $2.6~~ million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. Prior to the adoption of ASU 2020-06, the effective interest rate on the 2021 Notes was 5.8%, which included the interest on the notes, amortization of the debt discount and debt issuance costs. Subsequent to the adoption of ASU 2020-06, the effective interest rate on the 2021 Notes was 2.9%, which included the interest on the notes and debt issuance costs.

Prior to September 15, 2020, holders could have converted their 2021 Notes only under the following conditions: (a) during any calendar quarter beginning June 30, 2016, if the reported sale price of the Company's common stock for at least 20 days out of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter was greater than 130% of the conversion price on each applicable trading day; (b) during the 5 business day period in which the trading price of the 2021 Notes fell below 98% of the product of (i) the last reported sale price of the Company's common stock and (ii) the conversion rate on that date; and (c) upon the occurrence of specified corporate events, as defined in the 2021 Notes. From September 15, 2020 and until the close of business on the second scheduled trading day immediately preceding March 15, 2021, holders could have converted their 2021 Notes at any time (regardless of the foregoing circumstances). The Company had the ability to redeem the 2021 Notes, at its option, in whole or in part beginning on March 20, 2019 until the close of business on the business day immediately preceding September 15, 2020 if the last reported sale price of the Company’s common stock had been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company delivers written notice of a redemption. NaN principal payments were due on the 2021 Notes prior to maturity. Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the 2021 Notes did not contain any financial covenants and did not restrict the Company from paying dividends or issuing or repurchasing any of its other securities.

As of September 15, 2020, holders could have converted their 2021 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. As a result, the 2021 Notes were considered redeemable as of December 31, 2020. A portion of the equity component that was recorded upon the issuance of the 2021 Notes was reclassified to temporary equity in the Consolidated Balance Sheet. Such amount was determined based on the cash considerations to be paid upon conversion and the carrying amount of the debt. The reclassification into temporary equity as of December 31, 2020 was $4.7 million based on the 2021 Notes principal of $650.0 million and the carrying value of $645.3 million.

~~2021 Hedge~~

In connection with the offering of the 2021 Notes, the Company entered into the hedge transaction with the initial purchasers of the 2021 Notes and/or their affiliates (the “2021 Counterparties”) entitling the Company to purchase up to 10,865,270 shares of the Company's common stock at an initial stock price of $59.82 per share, each of which was subject to adjustment. The cost of the 2021 Hedge was $111.2 million and accounted for as an equity instrument by recognizing $111.2 million in additional paid-in-capital during 2016. The 2021 Hedge expired on March 15, 2021 and was put in place to reduce the potential equity dilution upon conversion of the 2021 Notes if the daily volume-weighted average price per share of the Company's common stock exceeded the strike price of the 2021 Hedge. Prior to its expiration, an assumed exercise of the 2021 Hedge by the Company was considered anti-dilutive since the effect of the inclusion would always be anti-dilutive with respect to the calculation of diluted earnings per share.

~~2021 Warrants~~

The Company sold warrants to the 2021 Counterparties to acquire up to 10,865,270 shares of the Company’s common stock. The 2021 Warrants will expire on various dates from June 2021 through December 2021 and may be settled in cash or net shares. As of September 30, 2021, 6,881,290 warrants expired unexercised. It is the Company's current intent and policy to settle all conversions in shares of the Company’s common stock. The Company received $44.9 million in cash proceeds from the sale of the 2021 Warrants, which was recorded in additional paid-in-capital. The 2021 Warrants could have a dilutive effect on the Company's earnings per share to the extent that the price of the Company's common stock during a given measurement period exceeds the strike price of the 2021 Warrants, which is $80.00 per share. The Company uses the treasury share method for assumed conversion of its 2021 Warrants to compute the weighted average common shares outstanding for diluted earnings per share.

~~Table of Contents~~

~~Settlement of the 2021 Notes and 2021 Hedge~~

~~On March 15, 2021, the~~ 2021 Notes reached maturity and the Company settled in full the 2021 Notes. The Company received conversion notices from the holders of 1.4% of the 2021 Notes, representing $9.1 million outstanding principal amount thereof (the “Conversions”). The Company paid an aggregate of $649.4 million in cash for the settlement of the 2021 Notes, which included $640.9 million in satisfaction of the outstanding principal of the 2021 Notes and $8.5 million in cash in connection with the settlement of the Conversions. Additionally, in satisfaction of the Conversions, and pursuant to combination settlement, the Company issued 837 shares of common stock in the aggregate to the holders who elected to convert their outstanding notes. ~~The Company funded the repayment of the outstanding principal amount of the 2021 Notes, accrued interest thereon, and the cash component of the Conversions using available cash on hand.~~

In connection with the settlement of the 2021 Notes, the Company exercised its rights under the convertible note hedge transactions with the 2021 Counterparties on March 15, 2021 and received 842 shares of its own common stock.

1.00% Senior Convertible Notes due 2023

In June 2020, the Company issued $450.0 million principal amount of unsecured Senior Convertible Notes with a stated interest rate of 1.00% and a maturity date of June 1, 2023, ~~(the “2023 Notes”).~~or the 2023 Notes. The net proceeds from the offering of the 2023 Notes, after deducting initial purchasers’ discounts and costs directly related to the offering, were approximately $436.7 million. The 2023 Notes were initially required to be settled in cash as the Company did not have sufficient reserved shares. On September 10, 2020, the Company held a Special Meeting of Stockholders and received stockholder approval to amend the Company’s Restated Certificate of Incorporation to increase the number of shares of its common stock authorized for issuance from 120,000,000 shares to 150,000,000 shares. As a result of the increase in the number of shares of the Company’s common stock authorized for issuance, as of September 10, 2020 and as of December 31, 2020 and December 31, 2021, the Company had sufficient reserved shares and therefore may settle conversions of the 2023 Notes in cash, stock, or a combination thereof, solely at the Company’s discretion. It is the Company’s current intent and policy to settle all conversions through combination settlement, which involves satisfying the principal amount outstanding with cash and any note conversion value over the principal amount in shares of the Company’s common stock. The initial conversion rate of the 2023 Notes is 11.8778 shares per $1,000 principal amount, which is equivalent to a conversion price of approximately $84.19 per share, subject to adjustments. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its 2023 Notes in connection with such a corporate event in certain circumstances. As of September 10, 2020, the Company used the treasury share method for assumed conversion of the 2023 Notes to compute the weighted average shares of common stock outstanding for diluted earnings per share. The Company also entered into transactions for a convertible notes hedge and warrants concurrently with the issuance of the 2023 Notes.

~~As discussed in Note 5 to the Unaudited Consolidated Financial Statements, at~~

At the time of issuance, the ~~Embedded Conversion Derivative~~cash conversion feature of the 2023 Notes required bifurcation from the 2023 Notes and was initially accounted for as a derivative liability (the "Embedded Conversion Derivative"), which was included in long-term liabilities in the Company’s Unaudited Consolidated Balance ~~Sheet.~~Sheets. The fair value of the 2023 Notes Embedded Conversion Derivative was $~~57.2~~$57.2 million, and was recorded as the original debt discount for purposes of accounting for the debt component of the 2023 Notes. On September 10, 2020, as a result of the increase in the number of shares of the Company’s common stock authorized for issuance, the Company had sufficient reserved shares to settle conversions of the 2023 Notes in cash, stock, or a combination thereof, and in accordance with authoritative literature, the Embedded Conversion Derivative was marked to fair value and reclassified to stockholders’ equity, which resulted in recognizing $37.3 million in additional paid-in-capital during 2020. The original issue discount iswas recognized as interest expense using the effective interest method.

As of January 1, 2021, the Company early adopted ASU 2020-06, which removed the requirement of separating the embedded conversion feature classified within stockholders’ equity from the 2023 Notes. ~~The standard also required the Company to use the if-converted method in the calculation of diluted earnings per share.~~ Accordingly, the Company reclassified the unamortized debt discount from its additional paid-in capital to its senior convertible notes within long-term liabilities in the Unaudited Consolidated Balance ~~Sheet.~~Sheets. The impact of the adoption of ASU 2020-06 as of January 1, 2021 resulted in an increase in senior convertible notes and retained earnings of $46.8 million and $7.9 million, respectively, and a decrease in deferred tax liabilities and additional paid-in capital by $11.2 million and $43.5 million, respectively.

~~Table of Contents~~

~~The interest expense recognized on the 2023 Notes during the three months ended~~ ~~September 30, 2021~~ includes $1.1 million for both the contractual coupon interest and the amortization of the debt issuance costs, respectively. The interest expense recognized on the 2023 Notes during the nine months ended ~~September 30, 2021~~ includes $3.4 million for both the contractual coupon interest and the amortization of the debt issuance costs, respectively. The interest expense recognized on the 2023 Notes during the three months ended ~~September~~ ~~30, 2020 includes $1.1~~ ~~million, $4.4~~ ~~million and $1.0~~ million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. The interest expense recognized on the 2023 Notes during the nine months ended September 30, 2020 includes $1.5 million, $5.9 million and $1.3 million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. Prior to the adoption of ASU 2020-06, the effective interest rate on the 2023 Notes was 6.8%, which included the interest on the notes, amortization of the debt discount and debt issuance costs. Subsequent to the adoption of ASU 2020-06, the effective interest rate on the 2023 Notes is 2.0%, which includes the interest on the notes and debt issuance costs. Interest on the 2023 Notes began accruing upon issuance and is payable semi-annually.

Prior to February 1, 2023, holders may convert their 2023 Notes only under the following conditions: (a) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (b) during the 5 business day period after any five consecutive trading day period, ~~(the “measurement period”)~~or the measurement period, in which the trading price of the 2023 Notes per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on such trading day; ~~(c) if we call any~~ or ~~all of the 2023 Notes for redemption, at any time prior to the close of business on the second scheduled trading day preceding the redemption date; or (d)~~(c) upon the occurrence of specified corporate events, as defined in the 2023 Notes. On or after February 1, 2023, until the close of business on the second scheduled trading day immediately preceding June 1, 2023, holders may convert their 2023 Notes at any time, regardless of the foregoing conditions.

The Company may not redeem the 2023 Notes prior to the maturity date and 0no principal payments are due on the 2023 Notes prior to maturity. Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the 2023 Notes do not contain any financial covenants and do not restrict the Company from conducting significant restructurings, paying dividends or issuing or repurchasing any of its other securities. As of ~~September~~June 30, ~~2021,~~2022, the Company is unaware of any current events or market conditions that would allow holders to convert the 2023 ~~Notes.~~Notes and the 2023 Notes are included within current liabilities in the Company’s Unaudited Consolidated Balance Sheets.

Table of Contents

2023 Hedge

In connection with the sale of the 2023 Notes, the Company entered into privately negotiated call option transactions with certain dealers, which included affiliates of certain of the initial purchasers of the 2023 Notes and other financial institutions, ~~(the “2023 Counterparties”),~~or the 2023 Counterparties, entitling the Company to purchase up to 5,345,010 shares of the Company’s common stock at an initial stock price of $84.19 per share, each of which is subject to adjustment. The 2023 Hedge was initially required to be settled in cash as the Company did not have sufficient reserved shares with respect to the 2023 Notes. As a result, the 2023 Hedge was accounted for as a derivative asset, which was included in long-term assets in the Company’s Unaudited Consolidated Balance ~~Sheet.~~ Sheets. The cost of the 2023 Hedge was $69.5 million. On September 10, 2020, as a result of the increase in the number of shares of the Company’s common stock authorized for issuance, the Company had sufficient reserved shares to settle the 2023 Notes, which therefore allows for the 2023 Hedge to be settled in cash, stock, or a combination thereof. In accordance with authoritative literature, the Convertible Note Hedge Derivative was marked to fair value and reclassified to stockholders’ equity, which resulted in recognizing a reduction of $37.3 million in additional paid-in-capital during 2020. The 2023 Hedge will expire on the second scheduled trading day immediately preceding June 1, 2023. The 2023 Hedge is expected to reduce the potential equity dilution upon conversion of the 2023 Notes if the daily volume-weighted average price per share of the Company’s common stock exceeds the strike price of the 2023 Hedge. An assumed exercise of the 2023 Hedge by the Company is considered anti-dilutive since the effect of the inclusion would always be anti-dilutive with respect to the calculation of diluted earnings per share.

~~Table of Contents~~

2023 Warrants

In connection with the sale of the 2023 Notes, the Company sold warrants to the 2023 Counterparties, ~~(the “2023 Warrants”)~~or the 2023 Warrants, to acquire up to 5,345,010 shares of the Company’s common stock. The 2023 Warrants initially limited the amount of shares the Company was required to reserve for issuance under the 2023 Warrants to an aggregate of 3,093,500 shares of the Company’s common stock, subject to adjustment upon the Company having a sufficient amount of authorized and unissued shares which are not reserved for other transactions. As a result of the Company receiving stockholder approval to increase the number of shares of the Company’s common stock authorized for issuance on September 10, 2020, the Company subsequently entered into amendment agreements with each of the 2023 Counterparties to increase the number of authorized shares of the Company’s common stock required to be reserved under the 2023 Warrants to the aggregate amount of 6,948,512 shares. The 2023 Warrants will expire on various dates from September 2023 through November 2023 and may be settled in net shares or cash, subject to certain conditions. It is the Company’s current intent and policy to settle all conversions in shares of the Company’s common stock. The Company received $46.8 million in cash proceeds from the sale of the 2023 Warrants, which was recorded in additional paid-in-capital. The 2023 Warrants could have a dilutive effect on the Company’s earnings per share to the extent that the price of the Company's common stock during a given measurement period exceeds the strike price of the 2023 Warrants, which is $104.84 per share. The Company uses the treasury share method for assumed conversion of its 2023 Warrants to compute the weighted average common shares outstanding for diluted earnings per share.

0.375% Senior Convertible Notes due 2025

In March 2020, the Company issued $450.0 million principal amount of unsecured Senior Convertible Notes with a stated interest rate of 0.375% and a maturity date of March 15, 2025, ~~(the “2025 Notes”).~~or the 2025 Notes. The net proceeds from the offering of the 2025 Notes, after deducting initial purchasers’ discounts and costs directly related to the offering, were approximately $437.0 million. The 2025 Notes may be settled in cash, stock, or a combination thereof, solely at the Company’s discretion. It is the Company's current intent and policy to settle all conversions through combination settlement, which involves satisfying the principal amount outstanding with cash and any note conversion value over the principal amount in shares of the Company’s common stock. The initial conversion rate of the 2025 Notes is 10.7198 shares per $1,000 principal amount, which is equivalent to a conversion price of approximately $93.29 per share, subject to adjustments. In addition, following certain corporate events that occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its 2025 Notes in connection with such a corporate event or in connection with such redemption in certain circumstances. For the year ended December 31, 2020, the Company used the treasury share method for assumed conversion of the 2025 Notes to compute the weighted average shares of common stock outstanding for diluted earnings per share. The Company also entered into transactions for a convertible notes hedge, ~~(the “2025 Hedge”)~~or the 2025 Hedge, and warrants, ~~(the “2025 Warrants”)~~or the 2025 Warrants, concurrently with the issuance of the 2025 Notes.

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At the time of issuance and in accordance with Accounting Standards Codification Topic 470, the embedded conversion feature of the 2025 Notes required bifurcation from the notes and was initially accounted for as an equity instrument classified to stockholders’ equity, which resulted in recognizing $78.3 million in additional paid-in-capital during ~~2020~~.2020. As of January 1, 2021, the Company early adopted ASU 2020-06, which removed the requirement of separating the embedded conversion feature classified within stockholders’ equity from the 2025 Notes. ~~The standard also required the Company to use the if-converted method in the calculation of diluted earnings per share.~~ Accordingly, the Company reclassified the unamortized debt discount and corresponding debt issuance costs from its additional paid-in capital to its senior convertible notes within long-term liabilities in the Unaudited Consolidated Balance ~~Sheet.~~Sheets. The impact of the adoption of ASU 2020-06 as of January 1, 2021 resulted in an increase in senior convertible notes and retained earnings of $64.7 million and $8.8 million, respectively, and a decrease in deferred tax liabilities and additional paid-in capital by $15.9 million and $57.6 million, respectively.

~~The interest expense recognized on the 2025 Notes during the three months endedSeptember~~ ~~30, 2021~~ includes $0.4 million and $0.7 million for the contractual coupon interest and the amortization of the debt issuance costs, respectively. The interest expense recognized on the 2025 Notes during the nine months ended~~September~~ ~~30, 2021~~ includes $1.3 million and $2.0 million for the contractual coupon interest and the amortization of the debt issuance costs, respectively. The interest expense recognized on the 2025 Notes during the three months ended ~~September~~ ~~30, 2020 includes $0.4~~ ~~million, $3.6~~ ~~million and $0.5~~ million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. The interest expense recognized on the 2025 Notes during the nine months ended ~~September~~ ~~30, 2020 includes $1.0~~ ~~million, $8.3~~ ~~million and $1.0~~ million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. Prior to the adoption of ASU 2020-06, the effective interest rate on the 2025 Notes was 4.9%, which included the interest on the notes, amortization of the debt discount and debt issuance costs. Subsequent to the adoption of ASU 2020-06, the effective interest rate on the 2025 Notes is 1.0%, which includes the interest on the notes and debt issuance costs. Interest on the 2025 Notes began accruing upon issuance and is payable semi-annually.

~~Table of Contents~~

Prior to September 15, 2024, holders may convert their 2025 Notes only under the following conditions: (a) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (b) during the 5 business day period after any five consecutive trading day period, ~~(the “measurement period”)~~or the measurement period, in which the trading price of the 2025 Notes per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on such trading day; (c) if the Company calls any or all of the 2025 Notes for redemption, at any time prior to the close of business on the second scheduled trading day preceding the redemption date; or (d) upon the occurrence of specified corporate events, as defined in the 2025 Notes. On or after September 15, 2024, until the close of business on the second scheduled trading day immediately preceding March 15, 2025, holders may convert their 2025 Notes at any time, regardless of the foregoing conditions.

The Company may not redeem the 2025 Notes prior to March 20, 2023. The Company may redeem the 2025 Notes, at its option, in whole or in part, on or after March 20, 2023 until the close of business on the business day immediately preceding September 15, 2024, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company delivers written notice of a redemption. The redemption price will be equal to 100% of the principal amount of such 2025 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption ~~date. NaN~~date. No principal payments are due on the 2025 Notes prior to maturity. Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the 2025 Notes do not contain any financial covenants and do not restrict the Company from conducting significant restructurings, paying dividends or issuing or repurchasing any of its other securities. As of ~~September~~ June 30, ~~2021~~,2022, the Company is unaware of any current events or market conditions that would allow holders to convert the 2025 Notes.

2025 Hedge

In connection with the sale of the 2025 Notes, the Company entered into privately negotiated call option transactions with certain dealers, which included affiliates of certain of the initial purchasers of the 2025 Notes and other financial institutions, ~~(the “2025 Counterparties”),~~or the 2025 Counterparties, entitling the Company to purchase up to 4,823,910 shares of the Company’s common stock at an initial stock price of $93.29 per share, each of which is subject to adjustment. The cost of the 2025 Hedge was $78.3 million and accounted for as an equity instrument by recognizing $78.3 million in additional paid-in-capital during 2020. The 2025 Hedge will expire on the second scheduled trading day immediately preceding March 15, 2025. The 2025 Hedge is expected to reduce the potential equity dilution upon conversion of the 2025 Notes if the daily volume-weighted average price per share of the Company’s common stock exceeds the strike price of the 2025 Hedge. An assumed exercise of the 2025 Hedge by the Company is considered anti-dilutive since the effect of the inclusion would always be anti-dilutive with respect to the calculation of diluted earnings per share.

2025 Warrants

The Company sold warrants to the 2025 Counterparties to acquire up to 4,823,910 shares of the Company’s common stock. The 2025 Warrants will expire on various dates from June 2025 through October 2025 and may be settled in net shares or cash, subject to certain conditions. It is the Company’s current intent and policy to settle all conversions in shares of the Company’s common stock. The Company received $47.1 million in cash proceeds from the sale of the 2025 Warrants, which was recorded in additional paid-in-capital. The 2025 Warrants could have a dilutive effect on the Company’s earnings per share to the extent that the price of the Company's common stock during a given measurement period exceeds the strike price of the 2025 Warrants, which is $127.84 per share. The Company uses the treasury share method for assumed conversion of its 2025 Warrants to compute the weighted average common shares outstanding for diluted earnings per share.

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2.25% Senior Convertible Notes due 2021

In March 2016, the Company issued $650.0 million principal amount of unsecured Senior Convertible Notes with a stated interest rate of 2.25% and a maturity date of March 15, 2021, or the 2021 Notes. Interest on the 2021 Notes began accruing upon issuance and was payable semi-annually. On March 15, 2021 the Company settled in full the 2021 Notes at their scheduled maturity as further discussed below.

The net proceeds from the offering of the 2021 Notes, after deducting initial purchasers' discounts and costs directly related to the offering, were approximately $634.1 million. Prior to September 14, 2020, the 2021 Notes provided for settlement in cash, stock, or a combination thereof, solely at the Company’s discretion. As of September 14, 2020, combination settlement was deemed to have been elected by the Company. The initial conversion rate of the 2021 Notes was 16.7158 shares per $1,000 principal amount, which was equivalent to a conversion price of approximately $59.82 per share, subject to adjustments. The Company also entered into transactions for a convertible notes hedge, or the 2021 Hedge, and warrants, or the 2021 Warrants, concurrently with the issuance of the 2021 Notes.

At the time of issuance and in accordance with Accounting Standards Codification Topic 470, the embedded conversion feature of the 2021 Notes required bifurcation from the notes and was accounted for as an equity instrument classified to stockholders’ equity, which resulted in recognizing $84.8 million in additional paid-in-capital during 2016. As of January 1, 2021, the Company early adopted ASU 2020-06, which removed the requirement of separating the embedded conversion feature classified within stockholders’ equity from the 2021 Notes. Accordingly, the Company reclassified the unamortized debt discount and corresponding debt issuance costs from its additional paid-in capital to its senior convertible notes within current liabilities in the Consolidated Balance Sheets. The impact of the adoption of ASU 2020-06 as of January 1, 2021, resulted in an increase in senior convertible notes and retained earnings of $3.9 million and $47.8 million, respectively, and a decrease in deferred tax liabilities and additional paid-in capital by $0.9 million and $46.1 million, respectively.

Prior to September 15, 2020, holders could have converted their 2021 Notes only under the following conditions: (a) during any calendar quarter beginning June 30, 2016, if the reported sale price of the Company's common stock for at least 20 days out of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter was greater than 130% of the conversion price on each applicable trading day; (b) during the 5 business day period in which the trading price of the 2021 Notes fell below 98% of the product of (i) the last reported sale price of the Company's common stock and (ii) the conversion rate on that date; and (c) upon the occurrence of specified corporate events, as defined in the 2021 Notes. From September 15, 2020 and until the close of business on the second scheduled trading day immediately preceding March 15, 2021, holders could have converted their 2021 Notes at any time (regardless of the foregoing circumstances). The Company had the ability to redeem the 2021 Notes, at its option, in whole or in part beginning on March 20, 2019 until the close of business on the business day immediately preceding September 15, 2020 if the last reported sale price of the Company’s common stock had been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company delivers written notice of a redemption. No principal payments were due on the 2021 Notes prior to maturity. Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the 2021 Notes did not contain any financial covenants and did not restrict the Company from paying dividends or issuing or repurchasing any of its other securities.

2021 Hedge

In connection with the offering of the 2021 Notes, the Company entered into the hedge transaction with the initial purchasers of the 2021 Notes and/or their affiliates, or the 2021 Counterparties, entitling the Company to purchase up to 10,865,270 shares of the Company's common stock at an initial stock price of $59.82 per share, each of which was subject to adjustment. The cost of the 2021 Hedge was $111.2 million and accounted for as an equity instrument by recognizing $111.2 million in additional paid-in-capital during 2016. The 2021 Hedge expired on March 15, 2021 and was put in place to reduce the potential equity dilution upon conversion of the 2021 Notes if the daily volume-weighted average price per share of the Company's common stock exceeded the strike price of the 2021 Hedge. Prior to its expiration, an assumed exercise of the 2021 Hedge by the Company was considered anti-dilutive since the effect of the inclusion would always be anti-dilutive with respect to the calculation of diluted earnings per share.

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2021 Warrants

The Company sold warrants to the 2021 Counterparties to acquire up to 10,865,270 shares of the Company’s common stock. The 2021 Warrants expired on various dates from June 2021 through December 2021 and could have only been settled in cash or net shares. As of December 31, 2021, all of the warrants expired unexercised. The Company received $44.9 million in cash proceeds from the sale of the 2021 Warrants, which was recorded in additional paid-in-capital. Prior to their expiration and termination, the 2021 Warrants could have had a dilutive effect on the Company's earnings per share to the extent that the price of the Company's common stock during a given measurement period exceeded the strike price of the 2021 Warrants, which was $80.00 per share. The Company used the treasury share method for assumed conversion of the 2021 Warrants to compute the weighted average common shares outstanding for diluted earnings per share.

Settlement of the 2021 Notes and 2021 Hedge

On March 15, 2021, the 2021 Notes reached maturity and the Company settled in full the 2021 Notes. The Company received conversion notices from the holders of 1.4% of the 2021 Notes, representing $9.1 million outstanding principal amount thereof, or the Conversions. The Company paid an aggregate of $649.4 million in cash for the settlement of the 2021 Notes, which included $640.9 million in satisfaction of the outstanding principal of the 2021 Notes and $8.5 million in cash in connection with the settlement of the Conversions. Additionally, in satisfaction of the Conversions, and pursuant to combination settlement, the Company issued 837 shares of common stock in the aggregate to the holders who elected to convert their outstanding notes. The Company funded the repayment of the outstanding principal amount of the 2021 Notes, accrued interest thereon, and the cash component of the Conversions using available cash on hand.

Revolving Senior Credit Facility

In February 2020, the Company entered into a Second Amended and Restated Credit Agreement, ~~(the “2020~~or the 2020 Credit ~~Agreement”)~~Agreement, for a revolving senior credit facility, ~~(the “2020 Facility”),~~or the 2020 Facility, which replaced the previous Amended and Restated Credit Agreement the Company had entered into in April 2017. The 2020 Credit Agreement was further amended in May 2020 to, among other things, provide additional flexibility in determining the financial covenant leverage ratios for the second and third fiscal quarters of 2020 and to adjust certain margin and benchmark rates used to determine interest under the 2020 Facility. The 2020 Credit Agreement provides for secured revolving loans, multicurrency loan options and letters of credit in an aggregate amount of up to $550.0 million. The 2020 Credit Agreement also contains an expansion feature, which allows the Company to increase the aggregate principal amount of the 2020 Facility provided the Company remains in compliance with the underlying financial covenants on a pro forma basis, including but not limited to, compliance with the consolidated interest coverage ratio and certain consolidated leverage ratios.

~~Table of Contents~~

The 2020 Facility matures in February 2025 (subject to an earlier springing maturity date), and includes a sublimit of $50.0 million for standby letters of credit, a sublimit of $250.0 million for multicurrency borrowings, and a sublimit of $5.0 million for swingline loans. All assets of the Company and its material domestic subsidiaries continue to be pledged as collateral under the 2020 Facility (subject to customary exceptions) pursuant to the terms set forth in the Second Amended and Restated Security and Pledge Agreement executed in favor of the administrative agent by the Company. Each of the Company’s material domestic subsidiaries guarantee the 2020 Facility. In connection with the 2020 Facility, the Company incurred issuance costs which will be amortized over the term of the 2020 Facility. The Company did 0tnot carry any outstanding revolving loans under the 2020 Facility as of ~~September~~ June 30, ~~2021~~2022 and December 31, ~~2020.~~

2021.

Any borrowings under the 2020 Facility are intended to be used by the Company to provide financing for working capital and other general corporate purposes, including potential mergers and acquisitions and to refinance indebtedness. Borrowings under the 2020 Facility bear interest, at the Company’s option, at a rate equal to an applicable margin plus: (a) the applicable Eurocurrency Rate (as defined in the 2020 Credit Agreement), or (b) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the Bank of America prime rate, and (3) the Eurocurrency Rate ~~for an interest period of one month~~ plus 1.00%. The margin for the 2020 Facility ranges, based on the Company’s consolidated total net leverage ratio, from 0.50% to 1.25% in the case of base rate loans and from 1.50% to 2.25% in the case of Eurocurrency Rate loans. The 2020 Facility includes an unused line fee ranging, based on the Company’s consolidated total net leverage ratio, from 0.35% to 0.50% per annum on the revolving commitment.

The 2020 Credit Agreement contains affirmative, negative, permitted acquisition and financial covenants, and events of default customary for financings of this type. The financial covenants require the Company to maintain a consolidated interest coverage ratio and certain consolidated leverage ratios, which are measured on a quarterly basis. The 2020 Facility grants the lenders preferred first priority liens and security interests in capital stock, intercompany debt and all of the present and future property and assets of the Company and each guarantor. The Company is currently in compliance with the 2020 Credit Agreement covenants.

~~8. Shareholders’~~

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7. Stockholders’ Equity

In October 2017, the Company announced that the Board of Directors approved a share repurchase program authorizing the repurchase of up to $100 million of the Company’s common stock over a three-year period. ~~Under this program, the Company is authorized to repurchase common stock in open market purchases, privately negotiated purchases or other transactions through October 2020.~~ In February 2020, the Company announced that the Board of Directors ~~increased~~approved an increase in the share repurchase authorization from $100 million to $150 million of the Company’s common stock and extended the authorization through December 31, 2021. In March 2020, in connection with the issuance of the 2025 Notes, the Company repurchased approximately 1,085,000 shares of its common stock for ~~$75.0~~$75 million. ~~As of~~ ~~September~~ ~~30, 2021, $75.0 million remained authorized under the share repurchase program.~~

~~On September 10, 2020, upon obtaining~~ ~~stockholder approval,~~ the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 120,000,000 shares to 150,000,000 shares.

On November 3, 2021, the Board of Directors approved an a ~~one-year~~ ~~extension of the Company’s share repurchase program and increased~~increase in the share repurchase authorization by ~~$25.0 million.~~$25 million and extended the authorization through December 31, 2022. Accordingly, as of ~~November 9, 2021,~~June 30, 2022, the Company is authorized to repurchase up to ~~$100.0~~$100 million of ~~its~~ common stock ~~through December 31,~~under the share repurchase program. Under this program, the Company is authorized to repurchase its shares in open market purchases, privately negotiated purchases or other transactions. The Company did not repurchase any shares of common stock under the repurchase program during the six months ended June 30, 2022.

8. Stock-Based Compensation

The compensation cost that has been included in the Unaudited Consolidated Statements of Operations for the Company’s stock-based compensation plans was as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2021			2020			2021			2020
														Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)													(in thousands)	2022		2021		2022		2021
Selling, general and administrative expense	$	3,245		$	6,033		$	13,438		$	5,418		Selling, general and administrative expense	$	5,171	$	4,218	$	11,612	$	10,193
Research and development expense		1,656			1,439			4,323			4,194		Research and development expense	2,288		1,016		2,617		2,667
Cost of sales		64			99			211			194		Cost of sales	55		64		92		147
Stock-based compensation expense before taxes		4,965			7,571			17,972			9,806		Stock-based compensation expense before taxes	7,514		5,298		14,321		13,007
Related income tax benefit		(759	)		(886	)		(2,746	)		(1,147	)	Related income tax benefit	(1,331)		(590)		(2,536)		(1,449)
Stock-based compensation expense, net of taxes	$	4,206		$	6,685		$	15,226		$	8,659		Stock-based compensation expense, net of taxes	$	6,183	$	4,708	$	11,785	$	11,558

~~At September~~

As of June 30, ~~2021,~~2022, there was ~~$47.1~~$60.4 million of ~~unamortized~~unrecognized compensation expense for restricted stock units, ~~(“RSUs”)~~or RSUs, and performance-based restricted stock units, ~~(“PRSUs”)~~or PRSUs, to be recognized over a weighted average period of ~~2.3~~2.4 years.

~~Table of Contents~~

Restricted Stock Units and Performance-Based Restricted Stock Units

The Company issued approximately ~~17,000~~ 31,000 and ~~304,000~~310,000 shares of common stock, before net share settlement, upon vesting of RSUs and PRSUs during the three and ~~nine~~six months ended ~~September~~ June 30, ~~2021,~~2022, respectively, and issued approximately ~~270,000~~371,000 shares of common stock, before net share settlement, upon vesting of RSUs and PRSUs during the year ended December 31, ~~2020.~~

~~Stock Options and~~ 2021.

Employee Stock Purchase Plan

The weighted average assumptions used to estimate the fair value of stock purchase rights under the employee stock purchase plan, ~~(“ESPP”)~~or ESPP, are as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,				Six Months Ended June 30,
	2021			2020			2021			2020				2022		2021		2022		2021
ESPP													ESPP
Volatility		35	%		75	%		42	%		57	%	Volatility	44	%	38	%	34	%	45	%
Expected term (years)		0.5			0.5			0.5			0.5		Expected term (years)	0.5		0.5		0.5		0.5
Risk free interest rate		0.1	%		0.1	%		0.1	%		0.7	%	Risk free interest rate	1.2	%	0.1	%	0.5	%	0.1	%
Expected dividend yield		—	%		—	%		—	%		—	%	Expected dividend yield	—	%	—	%	—	%	—	%

Under the terms of the ESPP, ~~the Company’s~~ employees can elect to have up to 15% of their annual compensation, up to a maximum of $21,250 per year, withheld to purchase shares of ~~the Company’s~~Company common stock for a purchase price equal to 85% of the lower of the fair market value per share (at closing) of ~~the Company’s~~Company common stock on (i) the commencement date of the six-month offering period, or (ii) the respective purchase date.

~~The Company has 0t granted any options since 2011. As~~

Table of December 31, 2020, the Company did 0t have any outstanding stock options. The Company issued approximately 16,000 shares of common stock, before net share settlement, upon the exercise of outstanding stock options during the year ended December 31, 2020.

~~10.~~Contents

9. Income Taxes

Income taxes are determined using an estimated annual effective tax rate applied against income, and then adjusted for the tax impacts of certain significant and discrete items. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company treated the tax impact of the following as discrete events for which the tax effect was recognized separately from the application of the annual effective tax rate: state tax credit benefits, tax expense ~~from~~related to share-based compensation, return to provision adjustments ~~tax benefits related to share-based windfall deductions and disqualifying disposition deductions, valuation allowance adjustments, uncertain tax reserves, miscellaneous tax payments, net of refunds~~ and changes in tax rates. The Company’s effective tax rate recorded for the ~~nine~~six months ended ~~September~~June 30, ~~2021 was (12%), which represents tax expense on a year-to-date book loss before taxes.~~

2022 is 21%.

In accordance with the disclosure requirements as described in ASC 740, the Company has classified unrecognized tax benefits as non-current income tax liabilities, or a reduction in deferred tax assets, unless expected to be paid within one year. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had an increase in gross unrecognized tax benefits of approximately ~~$2.2~~$2.1 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, primarily related to research and development credits. The Company believes it is reasonably possible that approximately ~~$0.7~~$0.1 million of its remaining unrecognized tax positions may be recognized within the next twelve months as certain statute of limitations expire, the amount of which is primarily attributable to tax positions involving the valuation of intercompany transactions.

The Company is subject to routine compliance reviews on various tax matters around the world in the ordinary course of business. Currently, the only active audits are with the U.S. Internal Revenue Service for the 2014 – 2016 ~~tax years, Florida for the 2016 – 2018~~ tax years and New York State for the 2018 – 2019 tax years. California income tax returns are subject to examination in all years due to prior year net operating losses and research and development credits. Income tax returns of other major state and foreign jurisdictions remain subject to examination from ~~2016~~2017 and ~~2013~~2014 forward, respectively.

~~11.~~

10. Business Segment, Product and Geographic Information

The Company operates in 1 segment based upon the Company’s organizational structure, the way in which the operations and investments are managed and evaluated by the chief operating decision maker, ~~(“CODM”)~~or the CODM, as well as the lack of availability of discrete financial information at a lower level. The Company’s CODM reviews net sales at the product line offering level, and manufacturing, operating income and expenses, and net income at the Company wide level to allocate resources and assess the Company’s overall performance. The Company shares common, centralized support functions, including finance, human resources, legal, information technology, and corporate marketing, all of which report directly to the CODM. Accordingly, decision-making regarding the Company’s overall operating performance and allocation of Company resources is assessed on a consolidated basis. The Company has disclosed the net sales for each of its product line offerings to provide the reader of the financial statements transparency into the operations of the Company.

~~Table of Contents~~

The Company reports under ~~two~~2 distinct product lines; spinal hardware and surgical support. The Company’s spinal hardware product line offerings include implants and fixation products. The Company’s surgical support product offerings include IONM services and disposables, ~~and~~ biologics, and ~~our~~ capital equipment, all of which are used to aid spinal surgery.

Net sales by product line was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
										Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)									(in thousands)	2022		2021		2022		2021
Spinal hardware	$	204,250	$	220,933	$	630,052	$	564,620	Spinal hardware	$	232,679	$	221,244	$	453,475	$	425,802
Surgical support		66,586		74,349		206,861		194,155	Surgical support	77,772		73,584		147,738		140,275
Total net sales	$	270,836	$	295,282	$	836,913	$	758,775	Total net sales	$	310,451	$	294,828	$	601,213	$	566,077

Net sales and property and equipment, net, by geographic area were as follows:

	Net Sales								Property and Equipment, Net
	Three Months Ended September 30,				Nine Months Ended September 30,				September 30,		December 31,			Net Sales								Property and Equipment, Net
(in thousands)	2021		2020		2021		2020		2021		2020
														Three Months Ended June 30,				Six Months Ended June 30,				June 30, 2022				December 31, 2021
(in thousands)													(in thousands)	2022		2021		2022		2021						December 31, 2021
United States	$	207,228	$	232,112	$	644,848	$	597,601	$	253,615	$	239,802	United States	$	238,339	$	229,522	$	459,168	$	437,620	June 30, 2022		$	277,886			$	256,688
International (excludes Puerto Rico)		63,608		63,170		192,065		161,174		48,580		46,567	International (excludes Puerto Rico)	72,112		65,306		142,045		128,457		48,598				46,976
Total	$	270,836	$	295,282	$	836,913	$	758,775	$	302,195	$	286,369	Total	$	310,451	$	294,828	$	601,213	$	566,077	$	326,484			$	303,664

~~12.~~

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11. Commitments

Leases

At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease.

The Company records lease liabilities within current liabilities or long-term liabilities based upon the length of time associated with the lease payments. The Company records its operating lease right-of-use assets as long-term assets. Right-of-use assets for financing leases are recorded within property and equipment, net in the Unaudited Consolidated Balance ~~Sheet.~~Sheets. Leases with an initial term of 12 months or less are not recorded in the Unaudited Consolidated Balance ~~Sheet.~~Sheets. The Company recognizes lease expense on a straight-line basis over the lease term. In connection with certain operating leases, the Company has security deposits recorded and maintained as restricted cash totaling $1.5 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~

2021.

The Company leases office and storage facilities and equipment under various operating and financing lease agreements. The initial terms of these leases range from 1 to 17 years and generally provide for periodic rent increases, and renewal and termination options. The Company’s lease agreements do not contain any material variable lease payments, residual value guarantees or material restrictive covenants.

Certain leases require the Company to pay taxes, insurance, and maintenance. Payments for the transfer of goods or services such as common area maintenance and utilities represent non-lease components. The Company elected the package of practical expedients and therefore does not separate non-lease components from lease components.

~~Table of Contents~~

The table below summarizes the Company’s right-of-use assets and lease liabilities as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021:


(in thousands, except years and rates)	June 30, 2022			December 31, 2021
Assets
Operating	$	98,547		$	102,987
Financing	2,341			2,276
Total leased assets	$	100,888		$	105,263

Liabilities
Current:
Operating	$	10,298		$	9,867
Financing	1,450			1,546
Long-term:
Operating	106,685			111,592
Financing	1,004			885
Total lease liabilities	$	119,437		$	123,890

Supplemental non-cash information:
Weighted-average remaining lease term (years) - operating leases	11.2			11.6
Weighted-average remaining lease term (years) - finance leases	2.3			2.1
Weighted-average discount rate - operating leases	5.3		%	5.3		%
Weighted-average discount rate - finance leases	3.3		%	4.7		%

Table of Contents:

(in thousands, except years and rates)
September 30, 2021

December 31, 2020

Assets

Operating
$
104,590

$
102,270

Financing

2,322

2,956

Total leased assets
$
106,912

$
105,226

Liabilities

Current:

Operating
$
9,627

$
7,875

Financing

1,500

1,355

Long-term:

Operating

113,128

111,634

Financing

987

1,812

Total lease liabilities
$
125,242

$
122,676

Supplemental non-cash information:

Weighted-average remaining lease term (years) - operating leases

11.7

12.8

Weighted-average remaining lease term (years) - finance leases

2.2

2.2

Weighted-average discount rate - operating leases

5.3
%

5.4
%
Weighted-average discount rate - finance leases

4.9
%

4.9
%

The table below summarizes the Company’s lease costs, cash payments, and operating lease liabilities arising from obtaining right-of-use assets under its operating and financing lease obligations:


	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020		(in thousands)	2022		2021		2022		2021
Lease expense:									Lease expense:
Operating lease expense	$	4,068	$	3,888	$	12,004	$	11,348	Operating lease expense	$	4,049	$	4,025	$	8,156	$	7,936
Finance lease expense:									Finance lease expense:
Depreciation of right-of-use assets		352		313		1,006		876	Depreciation of right-of-use assets	437		327		834		654
Interest expense on lease liabilities		27		30		88		89	Interest expense on lease liabilities	24		29		54		61
Total lease expense	$	4,447	$	4,231	$	13,098	$	12,313	Total lease expense	$	4,510	$	4,381	$	9,044	$	8,651

Consolidated Statements of Cash Flows information:									Consolidated Statements of Cash Flows information:
Operating cash flows used for operating leases	$	3,914	$	3,724	$	11,403	$	10,720	Operating cash flows used for operating leases	$	4,139	$	3,870	$	8,292	$	7,489
Operating cash flows used for financing leases		27		30		88		89	Operating cash flows used for financing leases	24		29		54		61
Financing cash flows used for financing leases		367		242		1,038		784	Financing cash flows used for financing leases	461		337		982		671
Total cash paid for amounts included in the measurement of lease liabilities	$	4,308	$	3,996	$	12,529	$	11,593	Total cash paid for amounts included in the measurement of lease liabilities	$	4,624	$	4,236	$	9,328	$	8,221

Supplemental non-cash information:									Supplemental non-cash information:
Operating lease liabilities arising from obtaining right-of-use assets	$	1,375	$	953	$	10,534	$	40,758	Operating lease liabilities arising from obtaining right-of-use assets	$	909	$	6,928	$	1,408	$	9,159

~~Table of Contents~~

The Company’s future minimum annual lease payments under operating and financing leases at ~~September~~June 30, ~~2021~~2022 are as follows:

	Financing			Operating
(in thousands)	Leases			Leases			(in thousands)	Financing Leases		Operating Leases
Remaining 2021	$	396		$	3,998
2022		1,517			15,791
Remaining 2022							Remaining 2022	$	927	$	8,265
2023		587			14,865		2023	985		15,393
2024		63			13,642		2024	444		13,953
2025		11			12,310		2025	135		12,470
2026							2026	47		12,268
Thereafter		7			108,721		Thereafter	4		96,515
Total minimum lease payments	$	2,581		$	169,327		Total minimum lease payments	$	2,542	$	158,864
Less: amount representing interest		(94	)		(46,572	)	Less: amount representing interest	(88)		(41,881)
Present value of obligations under leases		2,487			122,755		Present value of obligations under leases	2,454		116,983
Less: current portion		(1,500	)		(9,627	)	Less: current portion	(1,450)		(10,298)
Long-term lease obligations	$	987		$	113,128		Long-term lease obligations	$	1,004	$	106,685

Executive Severance Plans

The Company has employment contracts with key executives and maintains severance plans that provide for the payment of severance and other benefits if such executives are terminated for reasons other than cause, as defined in those agreements and plans. Certain agreements call for payments that are based on historical compensation, and accordingly, the amount of the contractual commitment will change over time commensurate with the executive’s applicable earnings. At ~~September~~June 30, ~~2021,~~2022, future commitments for such key executives were approximately ~~$16.6~~$16.3 million. In certain circumstances, the agreements call for the acceleration of equity vesting. Those figures are not reflected in the above information.

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~~13.~~

12. Contingencies

The Company is subject to potential liabilities under government regulations and various claims and legal actions that are pending or may be asserted from time-to-time. These matters arise in the ordinary course and conduct of the Company’s business and include, for example, commercial, intellectual property, environmental, securities and employment matters. The Company intends to continue to defend itself vigorously in such matters and when warranted, take legal action against others. Furthermore, the Company regularly assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements.

An estimated loss contingency is accrued in the Company’s financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the Company’s assessment, it has adequately accrued an amount for contingent liabilities currently in existence. The Company does not accrue amounts for liabilities that it does not believe are probable. Litigation is inherently unpredictable, and unfavorable resolutions could occur. As a result, assessing contingencies is highly subjective and requires judgment about future events. The amount of ultimate loss may exceed the Company’s current accruals, and it is possible that its cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements May Prove Inaccurate

This quarterly report on Form 10-Q, (“or Quarterly ~~Report”),~~Report, including the following discussion and analysis, may contain forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause our results to differ from historical results or those expressed or implied by such forward-looking statements. In some cases, you can identify these forward-looking statements by words like “may”, “will”, “should”, “could”, “expect”, “plan”, “anticipate”, “believes”, “estimates”, “predicts”, “potential”, “intends”, or “continues” (or the negative of those words and other comparable words). Forward-looking statements include, but are not limited to, statements about:

•

~~the value proposition of our products and procedural solutions;~~

•the value proposition of our products, services, and procedural solutions;•

~~our intentions, beliefs and expectations regarding our expenses, sales, operations and future financial performance;~~

•our intentions, beliefs and expectations regarding our net sales, expenses, operations and future financial performance;•

~~our operating results;~~

•our operating results;•

~~our plans for future product developments and enhancements of existing products;~~

•our plans for future product developments and enhancements of existing products and solutions;•

~~anticipated growth and trends in our business;~~

•anticipated growth and trends in our business;•

~~third party reimbursement policies and practices;~~

•third party reimbursement policies and practices;•

~~the timing of and our ability to maintain and obtain regulatory clearances or approvals;~~

•the timing of and our ability to maintain and obtain regulatory clearances or approvals;•

~~our belief that our cash and cash equivalents and investments will be sufficient to satisfy our anticipated cash requirements;~~

•our belief that our cash, cash equivalents and investments will be sufficient to satisfy our anticipated obligations;•

~~the impact of global economic conditions and public health crises and epidemics, such as the COVID-19 pandemic, on our business and industry;~~

•the impact of global economic conditions and public health crises and epidemics, such as the COVID-19 pandemic, on our business and industry;•

~~our expectations regarding our customers and the adoption of our products and procedures;~~

•our expectations regarding our customers and the adoption of our products and procedures;•

~~our beliefs and expectations regarding our market penetration and expansion efforts;~~

•our beliefs and expectations regarding our market penetration and expansion efforts;•

~~our expectations regarding the benefits and integration of recently-acquired businesses and our ability to make future acquisitions and successfully integrate any such future-acquired businesses;~~

•our expectations regarding the benefits and integration of recently-acquired businesses and our ability to make future acquisitions and successfully integrate any such future-acquired businesses;•

~~our anticipated trends, product pricing pressure, competitive tactics and other challenges in the markets in which we operate; and~~

•our anticipated trends, product pricing pressure, competitive tactics and other challenges in the markets in which we operate; and•

~~our expectations and beliefs regarding and the impact of policy changes, investigations, claims and litigation.~~

•our expectations and beliefs regarding and the impact of policy changes, investigations, claims and litigation.

These statements are not guarantees of future performance or events. Our actual results may differ materially from those discussed here. The potential risks and uncertainties that could cause actual results to differ materially include, but are not limited to those set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021 and this Quarterly Report on Form 10-Q, and similar discussions in our other Securities and Exchange Commission, ~~(the “SEC”)~~or the SEC, filings. We assume no obligation to update any ~~forward looking~~forward-looking statements to reflect new information, future events or circumstances or ~~otherwise.~~

otherwise, except as required by law.

This information should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Part I, Item 1 of this Quarterly Report and with Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, ~~2020~~2021 contained in our ~~2020~~2021 Annual Report on Form 10-K.

~~Table of Contents~~

Overview

We are a global medical technology company focused on developing, manufacturing, selling and providing procedural solutions for spine surgery, with a guiding purpose to transform surgery, advance care and change lives. We offer a comprehensive portfolio of procedurally integrated spine surgery solutions, including surgical access instruments, spinal implants, fixation systems, biologics, and enabling technologies, as well as systems and services for intraoperative ~~neuromonitoring.~~neuromonitoring, or IONM. In addition, we develop and sell magnetically adjustable implant systems for spine and specialized orthopedic procedures.

Table of Contents

Since our incorporation in 1997, we have grown from a small developer of specialty spinal implants into a leading medical technology company delivering procedurally integrated solutions for spine surgery. A key driver of our growth has been our focus on innovative products and technologies that drive reproducible outcomes for patients, surgeons and providers. In 2003, we introduced the eXtreme Lateral Interbody Fusion procedure, or XLIF, a lateral access spine surgery technique that is ~~less-invasive~~less invasive than traditional, open surgical procedures and clinically proven to enable better patient outcomes. Building off the success of XLIF, we have continued to develop innovative less-invasive techniques and technologies for spine surgery, and we have broadened our portfolio of solutions for traditional, open surgical procedures. Our comprehensive portfolio of solutions can be utilized in procedures for the cervical, thoracic and lumbar spine, supporting surgical approaches from the anterior, including lateral, and posterior. Our solutions are used to treat degenerative conditions and for complex spinal surgery, including adult and pediatric deformities, as well as trauma and tumors.

Underlying our procedurally integrated solutions for spine surgery are innovative technologies designed to enable better clinical, financial, and operational outcomes, including:

•

our differentiated surgical access instruments, including our ~~Maxcess~~ integrated split-blade retractor system, ~~designed to enable less-invasive surgical techniques by minimizing soft tissue disruption during spine surgery;~~

•

~~our neuromonitoring systems, which use proprietary software-driven nerve detection and avoidance technology, and our intraoperative neuromonitoring, or IONM, services and support;~~

•

our Advanced Materials Science portfolio of specialized spinal implants, designed to advance spinal fusion by enhancing the osseointegration and biomechanical properties of implant materials, including porous titanium and porous polyetheretherketone, or PEEK;

•

our comprehensive Reline fixation system, designed to facilitate the preservation and restoration of patient alignment, while addressing a vast array of spinal pathologies from an open or less-invasive approach across all spinal procedures; and

•

our Integrated Global Alignment platform, or iGA, which is comprised of procedurally-based technologies that help increase the predictability of achieving global alignment in spinal procedures, including our Bendini spinal rod bending system that expedites manua~~l rod manipulation for spinal fixation.~~

~~We have also invested in enabling technologies, including the development of capital equipment~~ designed to ~~further improve clinical, financial, and operational outcomes~~enable less-invasive surgical techniques by minimizing soft tissue disruption during spine surgery;

•our Advanced Materials Science portfolio of ~~spine surgery. Our capital equipment portfolio currently consists of Lessray and the Pulse platform. Lessray is an image enhancement platform~~specialized spinal implants, designed to ~~reduce radiation exposure~~advance spinal fusion by enhancing the osseointegration and biomechanical properties of implant materials, including porous titanium and porous polyetheretherketone, or PEEK;

•our comprehensive fixation system, designed to facilitate the preservation and restoration of patient alignment, while addressing a vast array of spinal pathologies from an open or less-invasive approach across all spinal procedures;

•our cervical total disc replacement, or cTDR, technology, which complements our portfolio of products and services for cervical spinal fusion surgery and is designed to offer surgeons best-in-class capabilities across key performance functions—anatomic, physiologic motion, and radiologic design;

•our neuromonitoring systems, which use proprietary software-driven nerve detection and avoidance technology, and our IONM services and support; and

•our Pulse platform, a software ecosystem that integrates multiple hardware technologies into a single, condensed footprint in the operating room, by allowing surgeons to take low-quality, low-dose images and improve them to look like conventional full-dose images. Pulse, which has received CE certification in Europe and regulatory clearance in the U.S., integrates multiple enabling technologies within a single, expandable platform and is engineered to improve workflow, reduce variability, and increase the reproducibility of surgical outcomes. The Pulse platform’s modular architecture is designed to incorporate applications for neuromonitoring, surgical planning, patient-specificincluding: radiation reduction, imaging enhancement, rod bending, ~~smart imaging,~~ navigation, IONM, and ~~integration with robotics and other smart tools in the future.~~

spinal alignment tools.

In addition, ~~to our procedurally integrated solutions for spine surgery,~~ we also design and sell expandable growing rod implant systems for the treatment of early-onset scoliosis that can be non-invasively lengthened following implantation with precise, incremental adjustments via an external remote controller using magnetic technology called MAGnetic External Control, or ~~MAGEC, which allows for the minimally invasive treatment of early-onset and adolescent scoliosis.~~MAGEC. This technology is also the basis for our Precice ~~limb lengthening system,~~line of products, which ~~allows for the correction of long bone~~are designed to support complex orthopedic reconstruction, such as trauma and limb length ~~discrepancy, as well as other products for treating specialized orthopedic procedures.~~

~~Table of Contents~~

discrepancy. Precice is an intramedullary device that, once implanted, utilizes the MAGEC technology to non-invasively lengthen the femur and tibia.

We intend to continue development on a wide variety of innovation projects to advance our leadership position in less-invasive spine surgery, increase our product offerings and solutions for traditional spine surgery procedures, and further our enabling technologies portfolio. We expect to continue to invest in the Pulse platform to support ~~a full~~our global ~~launch of~~commercialization plan for the technology and to develop and expand its application offerings, including investments related to surgical automation and robotics. In addition, we expect to continue to pursue business and technology acquisition targets and strategic relationships to identify opportunities to broaden participation along the spine care continuum. Top priorities include opportunities that complement our technology leadership position in spine, targeted geographic expansion, technology that makes procedures even safer, as well as opportunities for surgical automation.

The COVID-19 pandemic significantly impacted our business and results of operations during the years ended December ~~2019, a novel strain of coronavirus which causes COVID-19, was identified. Due~~31, 2020 and 2021, and continued to negatively impact our business during the ~~rapid~~three and global spread of the virus, on March 11, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. To slow the proliferation of COVID-19, governments have implemented extraordinary measures, which include the mandatory closure of businesses, restrictions on travel and gatherings, and quarantine and physical distancing requirements. In addition, manysix months ended June 30, 2022. Many government agencies, in conjunction with hospitals and healthcare systems have, to varying degrees, deferred, reduced, or suspended elective surgical ~~procedures.~~procedures due to the COVID-19 pandemic. While certain spine surgeries are deemed essential and certain surgeries, like in cases of trauma, cannot be delayed, we have seen and may continue to see a significant reduction in procedural volumes as hospital systems and/or patients elect to defer spine surgery procedures. ~~The cumulative effect~~

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Additionally, the COVID-19 pandemic and general macroeconomic conditions have led to disruptions in the global supply chain. While we have largely been able to mitigate the impact, we have experienced challenges associated with material and component availability for certain product lines, longer shipping and delivery times for raw materials and components, constrained logistics capacity related to the movement of our products, availability of skilled labor and increased costs of raw materials, components, labor, and freight and courier services.

Despite the impact COVID-19 and global macroeconomic factors have had ~~a significant impact~~ on our business, ~~during the year ended December 31, 2020~~we continue to invest in research and ~~the nine months ended September 30, 2021,~~development, invest in our people, improve operating processes, and ~~it is not possible~~take steps to position ourselves for ~~us to accurately predict the length or severity of the COVID-19 pandemic or the timing for a broad and sustained resumption of elective surgical procedures.~~long-term success. During the three and six months ended ~~September~~June 30, ~~2021,~~2022, procedural ~~volumes~~volume rates for elective surgeries ~~were negatively affected~~steadily recovered in the U.S. and certain international regions ~~primarily due to the impact of the COVID-19 Delta variant~~ as ~~well as U.S. healthcare worker shortages.~~government restrictions eased and hospital systems resumed more elective surgical procedures. The COVID-19 pandemic continues to evolve and its impact on our business will depend on several factors that are highly uncertain and unpredictable, including, the efficacy and adoption of vaccines, future resurgences of the virus and its variants, the ~~speed at which government restrictions are lifted,~~imposition of governmental lockdowns, quarantine and physical distancing requirements, patient capacity at hospitals and healthcare systems, the duration and severity of ~~U.S.~~ healthcare worker shortages, and the willingness and ability of patients to seek care and treatment due to safety concerns or financial hardship. Additionally, due to the significant uncertainty that exists relative to the duration and overall impact of the macroeconomic factors discussed above, our future operating results may be negatively impacted. Further discussion of the potential impacts on our business from the COVID-19 pandemic and global macroeconomic conditions is provided under Item 1A – Risk Factors of Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~

2021.

Net Sales and Operations

The majority of our net sales are derived from the sale of implants and fixation products, biologics, disposables and IONM services and we expect this trend to continue for the foreseeable future. Our implants and fixation products, biologics, and disposables are currently sold and shipped from our distribution and warehousing operations. We generally recognize net sales from implants and fixation products, biologics and disposables upon notice that our products have been used in a surgical procedure or upon shipment to a third-party customer who has assumed control of the products. Net sales from IONM services are recognized in the period the service is performed for the amount of payment we expect to receive. We make available surgical instrument sets and neuromonitoring systems to hospitals to facilitate surgeon access to the spine to perform restorative and fusion procedures using our implants and fixation products.We sell surgical instrument sets and our proprietary software-driven neuromonitoring systems, however this does not make up a material part of our business. While selling or leasing of capital equipment has not historically made up a material portion of our total net sales, ~~capital equipment~~ selling and leasing ~~activity~~of capital equipment will likely increase over time as a result of our commercialization of the Pulse platform.

A substantial portion of our operations are located in the ~~United States,~~U.S., and the majority of our net sales and cash generation have been made in the ~~United States.~~U.S. We sell our products in the ~~United States~~U.S. through a sales force comprised primarily of ~~directly-employed~~directly employed and independent sales ~~representatives~~.representatives. Our sales force provides a delivery and consultative service to surgeon and hospital customers and is compensated based on sales and product placements in their territories. Sales force commissions are reflected in the selling, general and administrative operating expense line item within our Consolidated Statements of Operations. We continue to invest in international expansion with a focus on European, Asia-Pacific and Latin American markets. Our international sales force is comprised of directly-employed sales personnel, independent sales representatives, as well as exclusive and non-exclusive independent third-party distributors.

During the three months ended September 30, 2021, we made a determination to withdraw certain Precice biodur products manufactured by our NuVasive Specialized Orthopedics (NSO) subsidiary from the market and discontinue sales of the products. As a result, we recorded a charge of $14.2 million in the quarter for an increase to our inventory reserves and related liabilities. The withdrawn products did not include the Precice titanium device system or MAGEC system, and did not make up a material portion of our net sales.

~~Table of Contents~~

Results of Operations

Net Sales


	June 30,
(in thousands, except %)	2022		2021		$ Change		% Change
Three Months Ended
Net sales
Spinal hardware	$	232,679	$	221,244	$	11,435	5	%
Surgical support	77,772		73,584		4,188		6	%
Total net sales	$	310,451	$	294,828	$	15,623	5	%
Six Months Ended
Net sales
Spinal hardware	$	453,475	$	425,802	$	27,673	6	%
Surgical support	147,738		140,275		7,463		5	%
Total net sales	$	601,213	$	566,077	$	35,136	6	%

September 30,

(in thousands, except %)

2021

2020

$ Change

% Change

Three Months Ended

Net sales

Spinal hardware

$
204,250

$
220,933

$
(16,683
)

(8
)%
Surgical support

66,586

74,349

(7,763
)

(10
)%
Total net sales

$
270,836

$
295,282

$
(24,446
)

(8
)%
Nine Months Ended

Net sales

Spinal hardware

$
630,052

$
564,620

$
65,432

12
%
Surgical support

206,861

194,155

12,706

7
%
Total net sales

$
836,913

$
758,775

$
78,138

10
%

Table of Contents

Our spinal hardware product line offerings include our implants and fixation products. Our surgical support product line offerings include IONM services and disposables, ~~and~~ biologics, and our capital equipment, all of which are used to aid spine ~~surgery.~~surger

We expect continued adoption of our innovative ~~minimally invasive~~less-invasive procedures and deeper penetration into existing accounts and international markets as our sales force executes on our strategy of selling the full mix of our products and services. However, the continued consolidation and increased purchasing power of our hospital customers and group purchasing organizations, continued changes in the public and private insurance markets regarding reimbursement, and ongoing policy and legislative changes in the ~~United States~~U.S. have created less predictability. Although the market for procedurally-integrated spine surgery solutions is expected to continue to grow over the long term, economic, political and regulatory influences are subjecting our industry to significant changes that may slow the growth rate of the spine surgery market. Additionally, the COVID-19 pandemic has had, and may continue to have, an adverse effect on our business. While procedural volume rates for elective surgeries did recover ~~during the second quarter of 2021, they declined~~ in the U.S. and certain international regions during the three and six months ended ~~September~~June 30, ~~2021 primarily due to~~2022, the ~~impact of the COVID-19 Delta variant along with shortages in U.S. healthcare workers. The~~ COVID-19 pandemic continues to evolve and it is not possible to accurately predict the length or severity of the COVID-19 pandemic or the timing for a broad and sustained resumption of elective surgical procedures.

~~Net sales from our spinal hardware product line offerings decreased $16.7 million, or 8%, during the three months ended September 30, 2021, compared to the same period in 2020.~~ ~~Product volume within spinal hardware decreased our net sales by approximately 7% during the three months ended~~ ~~September~~ ~~30, 2021, compared to the same period in 2020, primarily due to COVID-19 pandemic impacts and NSO product availability. There were unfavorable pricing changes of approximately 1% during the three months ended~~ ~~September~~ ~~30, 2021, compared to the same period in 2020~~. ~~Foreign currency fluctuation had an insignificant impact on net sales from spinal hardware for the three months ended September 30, 2021, compared to the same period in 2020.~~

Net sales from our spinal hardware product line offerings increased ~~$65.4~~$11.4 million and $27.7 million, or ~~12%~~5% and 6%, during the ~~nine~~three and six months ended ~~September~~June 30, ~~2021,~~2022, respectively, compared to the same ~~period~~periods in ~~2020.~~ 2021. Product volume within spinal hardware increased our net sales by approximately ~~12%~~9% and 10% during the ~~nine~~three and six months ended ~~September~~ June 30, ~~2021~~,2022, respectively, compared to the same ~~period~~periods in ~~2020,~~2021, primarily due to ~~improved recovery rates~~net sales growth from the commercial launch of ~~certain~~the Simplify Cervical Disc during the first quarter of 2021, as well as increased procedural volumes as elective surgeries ~~as a result of COVID-19 pandemic impacts~~.continued to recover throughout the three and six months ended June 30, 2022. There were unfavorable pricing changes of approximately 1% during both the ~~nine~~three and six months ended ~~September~~ June 30, ~~2021~~,2022, compared to the same ~~period~~periods in ~~2020~~. 2021. Foreign currency ~~fluctuation increased~~fluctuations decreased our spinal hardware net sales by approximately 1%3% during both the ~~nine~~three and six months ended ~~September~~June 30, ~~2021,~~2022, compared to the same ~~period~~periods in ~~2020.~~

~~Net sales from our surgical support product line offerings decreased $7.8 million, or 10%, during the three months endedSeptember 30, 2021, compared to the same period in 2020.~~ ~~Product and service volume within surgical support decreased our net sales by approximately 9% during the three months ended~~ ~~September~~ ~~30, 2021, compared to the same period in 2020, primarily due to a reduction in elective surgeries as a result of COVID-19 pandemic impacts. There were unfavorable pricing changes of approximately 1% during the three months ended~~ ~~September~~ ~~30, 2021, compared to the same period in 2020~~. ~~Foreign currency fluctuation had an insignificant impact on net sales from surgical support for the three months ended September 30, 2021, compared to the same period in 2020.~~

2021.

Net sales from our surgical support product line offerings increased ~~$12.7~~$4.2 million and $7.5 million, or 7%6% and 5%, during the ~~nine~~three and six months ended~~September~~ June 30, ~~2021,~~2022, respectively, compared to the same ~~period~~periods in ~~2020.~~ 2021. Product and service volume within surgical support increased our net sales by approximately 8%7% during both the ~~nine~~three and six months ended ~~September~~ June 30, ~~2021~~,2022, compared to the same ~~period~~periods in ~~2020,~~2021, primarily due to ~~improved recovery rates~~net sales growth from the commercial launch of ~~certain~~the Pulse platform during the third quarter of 2021, as well as increased procedural volumes as elective surgeries ~~as a result of COVID-19 pandemic~~.continued to recover throughout the three and six months ended June 30, 2022. There were unfavorable pricing changes of approximately 1% during ~~nine~~both the three and six months ended ~~September~~ June 30, ~~2021~~,2022, compared to the same ~~period~~periods in ~~2020~~. 2021. Foreign currency ~~fluctuation had an insignificant impact on~~fluctuations decreased our surgical support net sales ~~from surgical support for~~by approximately 1% during both the ~~nine~~three and six months ended ~~September~~June 30, ~~2021,~~2022, compared to the same ~~period~~periods in ~~2020.~~

~~Table of Contents~~

2021.

Cost of Sales, Excluding Below Amortization of Intangible Assets


	June 30,
(in thousands, except %)	2022			2021			$ Change		% Change
Three Months Ended
Cost of sales	$	85,758		$	78,280		$	7,478	10	%
% of total net sales	28		%	27		%			1	%
Six Months Ended
Cost of sales	$	164,855		$	150,091		$	14,764	10	%
% of total net sales	27		%	27		%			—	%

September 30,

(in thousands, except %)

2021

2020

$ Change

% Change

Three Months Ended

Cost of sales

$
88,652

$
84,633

$
4,019

5
%
% of total net sales

33
%

29
%

4
%
Nine Months Ended

Cost of sales

$
238,743

$
237,003

$
1,740

1
%
% of total net sales

29
%

31
%

(2
)%

Cost of sales consists primarily of purchased goods, raw materials, labor and overhead associated with product manufacturing, inventory-related costs and royalty expenses, as well as the cost of providing IONM services, which includes personnel and physician oversight costs. We primarily procure and manufacture our ~~goods~~products in the United States, and accordingly, foreign currency fluctuations have not materially impacted our cost of sales.

Cost of sales increased ~~$4.0~~$7.5 million and $14.8 million, or ~~5%,~~10% during both the three and six months ended ~~September~~June 30, ~~2021,~~2022, respectively, compared to the same ~~period~~periods in ~~2020.~~2021. Cost of sales as a percentage of net sales increased by 1% and remained flat, for the three and six months ended ~~September~~June 30, ~~2021 increased by 4%,~~2022, respectively, compared to the same ~~period~~periods in ~~2020.~~2021. The increase in cost of sales for the three and six months ended ~~September~~June 30, 2021 is primarily attributable to an increase in our inventory reserves of $4.7 million. During the three months ended September 30, 2021, we recorded a $14.2 million inventory reserve associated with a withdrawal of certain products from the market. Separately, offsetting this increase is a reduction in the change in the amount of our reserve for excess and obsolete inventory of $9.5 million during the three months ended September 30, 2021 as compared to the three months ended September 30, 2020. This reduction is primarily attributable to updates to our estimates and assumptions about future demand for certain spinal hardware products associated with market conditions affected by the COVID-19 pandemic. Additionally, we observed a proportional reduction in cost of sales associated with lower net sales due to a reduction in elective surgeries from pandemic impacts in the three months ended September 30, 2021 when compared to the same period in 2020.

Cost of sales increased $1.7 million, or 1%, during the nine months ended September 30, 2021, compared to the same period in 2020. Cost of sales as a percentage of net sales for the nine months ended September 30, 2021 decreased by 2%, compared to the same period in 2020. The increase in cost of sales for the nine months ended September 30, 20212022 is primarily associated with proportional higher net sales, compared to the same period in 2020. Offsetting this increase is a decrease in the change in the amount of our excess and obsolete inventory reserves of $17.8 million as compared to the nine months ended September 30, 2020. This reduction in our excess and obsolete inventory reserves is primarily attributable to the $14.2 million inventory reserve recorded in the third quarter of 2021 associated with the withdrawal of certain products from the market. Separately, offsetting this increase is a reduction in the change in the amount of our reserve for excess and obsolete inventory of $32.0 million during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020. This reduction is primarily attributable to updates to our estimates and assumptions about future demand for certain spinal hardware products associated with market conditions affected by the COVID-19 pandemic.prior year period.

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Operating Expenses


(in thousands, except %)	Three Months Ended June 30,
	2022			2021			$ Change		% Change
Selling, general and administrative	$	160,696		$	157,397		$	3,299	2	%
% of total net sales	52		%	53		%
Research and development	25,913			21,764			4,149		19	%
% of total net sales	8		%	7		%
Amortization of intangible assets	12,637			15,088			(2,451)		(16	%)
Business transition costs	(7,624)			11,553			(19,177)		(166	%)


(in thousands, except %)	Six Months Ended June 30,
	2022			2021			$ Change		% Change
Selling, general and administrative	$	320,977		$	303,351		$	17,626	6	%
% of total net sales	53		%	54		%
Research and development	49,271			43,988			5,283		12	%
% of total net sales	8		%	8		%
Amortization of intangible assets	25,669			28,425			(2,756)		(10	%)
Business transition costs	(4,564)			17,137			(21,701)		(127	%)

Three Months Ended

September 30,

(in thousands, except %)

2021

2020

$ Change

% Change

Selling, general and administrative

$
146,056

$
146,260

$
(204
)

(0
)%
% of total net sales

54
%

50
%

Research and development

23,405

20,404

3,001

15
%
% of total net sales

9
%

7
%

Amortization of intangible assets

14,805

13,826

979

7
%
Business transition costs

4,551

3,107

1,444

46
%

Nine Months Ended

September 30,

(in thousands, except %)

2021

2020

$ Change

% Change

Selling, general and administrative

$
449,407

$
402,935

$
46,472

12
%
% of total net sales

54
%

53
%

Research and development

67,393

58,067

9,326

16
%
% of total net sales

8
%

8
%

Amortization of intangible assets

43,230

39,150

4,080

10
%
Purchase of in-process research and development

—

1,011

(1,011
)

*

Business transition costs

21,688

2,541

19,147

(754
)%

Selling, General and Administrative

Selling, general and administrative expenses consist primarily of compensation costs, commissions and training costs for our employees engaged in sales, marketing and customer support functions. The expense also includes commissions to sales representatives, freight expenses, surgeon training costs, depreciation expense for property and equipment such as surgical instrument sets, and administrative expenses for both employees and third-party service providers.

Selling, general and administrative expenses ~~decreased by $0.2~~increased $3.3 million and $17.6 million, or 2% and 6%, during the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021. The increase during the three and six months ended June 30, 2022 is primarily due to increased commissions and freight costs associated with higher net sales, as well as travel expenses coinciding with the easing of COVID-19 related restrictions. The increase during the three months ended ~~September~~June 30, ~~2021, compared to the same period~~2022 was partially offset by reductions in ~~2020. The decrease during the three months ended September 30, 2021 is primarily due to reduction in compensation~~ ~~costs, including stock-based compensation, commissions,~~ legal expenses associated with certain ongoing litigation matters ~~and partially offset by an increase in travel expenses,~~ compared to the same period in ~~2020.~~

~~Selling,~~2021. During the three and six months ended June 30, 2022, we have experienced macroeconomic inflationary pressures within our selling, general and administrative expenses, ~~increased by $46.5 million, or 12%, during the nine months ended~~ ~~September~~ ~~30, 2021, compared to the same period in 2020. The increase during the nine months ended~~ ~~September~~ ~~30, 2021 is primarily due to increased compensation costs,~~ including ~~stock-based compensation, commissions~~travel expenses and freight ~~expenses, compared to the same period in 2020. During the nine months ended~~ ~~September~~ 30, 2020, we implemented temporary actions to reduce expenses, including compensation reductions for our Board of Directors and executive officers and reducing discretionary spend across the organization, due to the impacts from the COVID-19 pandemic. These increases were partially offset by reduced legal expenses during the nine months ended September 30, 2021, associated with certain ongoing litigation matters.

costs.

Research and Development

Research and development expense consists primarily of product research and development, clinical trial and study costs, regulatory and clinical functions, and compensation and other employee related expenses. In the last several years, we have introduced numerous new products and product enhancements that have significantly expanded our technology platforms and our comprehensive product portfolio. We have also acquired complementary and strategic assets and technology, particularly in the area of spinal hardware products. We continue to invest in research and development programs related to our core product portfolio, as well as in our capital equipment.

Research and development expense increased by ~~$3.0~~$4.1 million and ~~$9.3~~$5.3 million, or ~~15%~~19% and ~~16%~~12%, during the three and ~~nine~~six months ended ~~September~~ June 30, ~~2021,~~2022, respectively, compared to the same periods in ~~2020.~~2021. The increase in spending for both periods is primarily due to higher ~~headcount and~~ headcount-related costs and further development, enhancement and functionality of our current and future product offerings, including capital equipment and the Simplify Cervical ~~Artificial~~ Disc acquired during the first quarter of 2021. Over the course of the ongoing COVID-19 pandemic, we have stayed committed to our investment in research and development in order to further advance our leadership position in spine surgery and our enabling technologies portfolio.

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Business Transition Costs

We incur certain costs related to acquisition, integration and business transition activities, which include severance, relocation, consulting, leasehold exit costs, third-party merger and acquisition costs, contingent consideration fair value adjustments and other costs directly associated with such activities. Contingent consideration is accrued based on the fair value of the expected payment, and such accruals are subject to increase or decrease based on assessment of the likelihood and amount of contingent ~~milestone~~consideration achievement, resulting in ~~payment~~. payment. If an accrual for contingent consideration decreases during a particular period, it results in a reduction of costs during such period.

During the three months ended ~~September~~ June 30, ~~2021,~~2022, we recorded ~~$4.6~~a benefit of $(7.6) million ~~of costs~~ related to acquisition, integration and business transition activities, which included ~~$0.7~~$(8.9) million of fair value adjustments on contingent consideration liabilities associated with our 2021, 2017 and 2016 acquisitions.

During the ~~nine~~six months ended ~~September~~ June 30, 2022, we recorded a benefit of $(4.6) million related to acquisition, integration and business transition activities, which included $(8.8) million of fair value adjustments on contingent consideration liabilities associated with our 2021, 2017 and 2016 acquisitions.

During the three months ended June 30, 2021, we recorded ~~$21.7~~$11.6 million of costs related to acquisition, integration and business transition activities, which included ~~$6.6~~$5.1 million of fair value adjustments on contingent consideration liabilities associated with our 2021, 2017 and 2016 acquisitions.

During the six months ended June 30, 2021, we recorded $17.1 million of costs related to acquisition, integration and business transition activities, which included $6.0 million of fair value adjustments on contingent consideration liabilities associated with our 2021, 2017 and 2016 acquisitions. We incurred ~~$4.0~~$3.9 million of costs associated with the acquisition of Simplify Medical during the ~~nine~~six months ended ~~September~~June 30, 2021.

During the three months ended September 30, 2020, we recorded $3.1 million of costs related to acquisition, integration and business transition activities, which included $1.2 million of fair value adjustments on contingent consideration liabilities associated with our 2017 and 2016 acquisitions. During the nine months ended September 30, 2020, we recorded $2.5 million of costs related to acquisition, integration and business transition activities, which included $(0.4) million of fair value adjustments on contingent consideration liabilities associated with our 2017 and 2016 acquisitions.

Interest and Other Expense, Net


(in thousands, except %)	June 30,
	2022		2021		$ Change		% Change
Three Months Ended
Interest income	$	262	$	9	$	253	2,811	%
Interest expense	(4,352)		(4,388)		36		(1)	%
Other (expense) income, net	(29,681)		1,269		(30,950)		(2,439)	%
Total interest and other expense, net	$	(33,771)	$	(3,110)	$	(30,661)	986	%
Six Months Ended
Interest income	$	305	$	96	$	209	218	%
Interest expense	(8,731)		(12,418)		3,687		(30)	%
Other (expense) income, net	(13,437)		(11,257)		(2,180)		19	%
Total interest and other expense, net	$	(21,863)	$	(23,579)	$	1,716	(7)	%

September 30,

(in thousands, except %)

2021

2020

$ Change

% Change

Three Months Ended

Interest income

$
23

$
271

$
(248
)

(92
)%
Interest expense

(4,320
)

(21,123
)

16,803

(80
)%
Other (expense) income, net

(13,082
)

251

(13,333
)

(5,312
)%
Total interest and other expense, net

$
(17,379
)

$
(20,601
)

$
3,222

(16
)%
Nine Months Ended

Interest income

$
119

$
1,306

$
(1,187
)

(91
)%
Interest expense

(16,738
)

(49,164
)

32,426

(66
)%
Other expense, net

(24,339
)

(18,819
)

(5,520
)

29
%
Total interest and other expense, net

$
(40,958
)

$
(66,677
)

$
25,719

(39
)%

Total interest and other expense, net for the periods presented included gains and losses from strategic investments and net foreign currency exchange gains and losses. Total interest and other expense, net ~~decreased~~increased by ~~$3.2~~$30.7 million during the three months ended ~~September~~June 30, ~~2021~~2022 as compared to the same period in 2020. Interest expense decreased by $16.8 million primarily due to the discontinuation of accretion of the debt discount for our Senior Convertible Notes due 2023 and 2025 resulting from our adoption of ASU 2020-06 on January 1, 2021, as well as a reduction in interest expense relating to the 2021 Senior Convertible Notes which were settled in March 2021. Other ~~(expense) income,~~expense, net increased by ~~($13.3)~~$31.0 million during the three months ended ~~September~~June 30, 2022, as compared to the same period in 2021, due primarily to ~~an increase in~~ net foreign currency exchange losses of ~~$12.2 million.~~$29.6 million during the three months ended June 30, 2022, as compared to $0.9 million of net foreign currency exchange losses in the same period in 2021. We established intercompany receivables and payables and contingent consideration liabilities in connection with the acquisition of Simplify Medical, which are subject to foreign currency remeasurement. ~~See Note 1 to the Unaudited Consolidated Financial Statements for further discussion on the adoption of ASU 2020-06.~~

Total interest and other expense, net decreased by ~~$25.7~~$1.7 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 as compared to the same period in ~~2020.~~2021. Interest expense decreased by ~~$32.4~~$3.7 million as compared to the same period in 2021 primarily due to the ~~discontinuation of accretion of the debt discount for our~~ Senior Convertible Notes due 2021 ~~2023 and 2025 resulting from our adoption of ASU 2020-06 on January 1, 2021, as well as a reduction in interest expense relating to the 2021 Senior Convertible Notes~~ which were settled at maturity in March 2021. Other expense, net increased by ~~$5.5 million primarily due to an increase in net foreign currency exchange losses of $20.4~~$2.2 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, as compared to the same period in 2020. Offsetting this increase, is a net loss of $12.3 million recognized during the nine months ended September 30, 2020 for the change in fair value of derivative assets and liabilities corresponding2021, due primarily to ~~the Senior Convertible Notes due 2023, and an increase in the net gain~~gains from strategic investments ~~of $2.4 million recorded~~ during the ~~nine~~six months ended ~~September~~June 30, 2021.

Net foreign currency exchange losses were $13.6 million and $13.4 million for the six months ended June 30, 2022 and 2021, respectively.

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Income Tax ~~(Benefit)~~ Expense


(in thousands, except %)	June 30,
	2022			2021
Three Months Ended
Income tax expense	$	(193)		$	(5,837)
Effective income tax rate	(28)		%	76		%
Six Months Ended
Income tax expense	$	(4,834)		$	(5,217)
Effective income tax rate	21		%	(1,055)		%

September 30,

(in thousands, except %)

2021

2020

Three Months Ended

Income tax (benefit) expense

$
(2,373
)

$
579

Effective income tax rate

10
%

9
%
Nine Months Ended

Income tax expense (benefit)

$
2,844

$
(9,764
)
Effective income tax rate

(12
)%

20
%

The provision for income tax expense ~~as a percentage of~~was (28)% and 21% on pre-tax ~~loss was a benefit of 10% for the three months ended September 30, 2021, compared with an expense of 9% on pre-tax~~(loss) income for the three and six months ended ~~September~~June 30, ~~2020. The increased rate during the three months ended September 30, 2021 was primarily due to increased valuation allowances and~~2022, respectively, compared with a ~~decrease in uncertain tax position releases, offset by a reduced foreign income inclusion and a reduced limitation on officer’s compensation deductions.~~

~~The~~ provision for income tax expense ~~as a percentage~~ of 76% and (1,055)% on pre-tax ~~loss was (12%)~~income (loss) for the ~~nine~~three and six months ended ~~September~~June 30, 2021, ~~compared with a benefit of 20% on pre-tax losses for~~respectively. The decreased rate during the ~~nine~~three and six months ended ~~September~~June 30, ~~2020. The increased expense during~~2022, compared to the ~~nine months ended September 30, 2021~~respective prior year periods, was primarily due to ~~increased~~reduced losses in jurisdictions with no tax benefit, reduced valuation allowances, reduced limitations on officer's compensation deductions, and ~~a decrease in uncertain tax position releases,~~reduced nondeductible contingent consideration adjustments, offset by ~~a reduced~~increased foreign income ~~inclusion and an increase in windfall tax benefits on share-based payments.~~

inclusion.

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Liquidity, Cash Flows and Capital Resources

Liquidity and Capital Resources

Our principal sources of liquidity are our existing cash, cash equivalents and marketable securities, cash generated from operations, proceeds from our convertible notes issuances, and access to our revolving line of credit. We expect that cash provided by operating activities may fluctuate in future periods as a result of a number of factors, including fluctuations in our operating results, which include impacts from the COVID-19 pandemic, working capital requirements and capital deployment decisions. We have historically invested our cash primarily in U.S. treasuries and government agencies, corporate debt, and money market funds. Certain of these investments are subject to general credit, liquidity and other market risks. The general condition of the financial markets and the economy may increase those risks and may affect the value and liquidity of investments and restrict our ability to access the capital markets.

Our future capital requirements will depend on many factors including our growth rate in net sales, the timing and extent of spending to support development efforts, the expansion of selling, general and administrative activities, the timing of introductions of new products and enhancements to existing products, successful insourcing of our manufacturing process, the continuing market acceptance of our products, the expenditures associated with possible future acquisitions or other business combination transactions, the outcome of current and future litigation, international expansions of our business, and impacts from the COVID-19 ~~pandemic.~~pandemic and global macroeconomic factors. We expect our cash flows from operations to continue to fund the ongoing core business. As borrowings become due, we may be required to access the capital markets or draw upon our line of credit for additional funding. As we assess inorganic growth strategies, we may need to supplement our internally generated cash flow with outside sources. As part of our liquidity strategy, we will continue to monitor our current level of earnings and cash flow generation as well as our ability to secure additional credit facilities, term loans, or other similar arrangements and access the capital markets in light of those earning levels and general financial market conditions.

~~Table of Contents~~

A substantial portion of our operations are located in the ~~United States,~~U.S., and the majority of our net sales and cash generation have been made in the ~~United States. Accordingly, we do not have material net cash flow exposures to foreign currency rate fluctuations from operations.~~U.S. However, as our business in markets outside of the ~~United States~~U.S. continues to increase, ~~we will be exposed~~our exposure to foreign currency exchange risk related to our foreign ~~operations.~~operations will increase. Fluctuations in the rate of exchange between the ~~United States~~U.S. dollar and foreign currencies, primarily in the pound sterling, the euro, the Australian dollar, the Brazilian real, the Colombian peso, the Singapore dollar, and the yen, could adversely affect our financial results, including our net sales, growth rates in net sales, gross margins, gains and losses as well as assets and liabilities. In particular, as a result of our acquisition of Simplify Medical, we have additional exposure to fluctuations in the Australian dollar. We established intercompany receivables and payables in Australian dollars in connection with the acquisition of Simplify Medical, a proprietary limited company registered in Australia. Additionally, we have future contingent consideration liabilities denominated in ~~United States~~U.S. dollars, in connection with the acquisition of Simplify Medical, which are the financial obligation of NuVasive (AUST/NZ) Pty Limited, an Australian dollar denominated company. Both the intercompany receivables and payables and contingent consideration liabilities are subject to foreign currency remeasurement. While we enter into forward currency contracts for certain currencies to partially offset the impact from fluctuations of the foreign currency rates on our third-party and short-term intercompany receivables and payables between our domestic and international operations, we have not entered into hedges with respect to the Australian dollar. In addition, we currently do not hedge future forecasted transactions but will continue to assess whether that strategy is appropriate. As of ~~September~~June 30, ~~2021~~,2022, the cash balance held by our foreign subsidiaries with currencies other than the ~~United States~~U.S. dollar was approximately ~~$51.3~~$45.8 million and it is our intention to indefinitely reinvest all of our current foreign earnings to increase working capital within our international business and to expand our existing operations outside the ~~United States.~~U.S. As of ~~September~~June 30, ~~2021~~,2022, our account receivable balance held by our foreign subsidiaries with currencies other than the ~~United States~~U.S. dollar was approximately ~~$52.8~~$68.9 million. We have operations in markets in which there is governmental financial instability which could impact funds that flow into the medical reimbursement system. In addition, loss of financial stability within these markets could lead to delays in reimbursement or inability to remit payment due to currency controls. Specifically, we have operations and/or sales in Puerto Rico, Brazil and Argentina. We do not have any material financial exposure to one customer or one country that would significantly hinder our liquidity.

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We are currently, and in the future could be, involved in legal actions and investigations arising out of the normal course of our business. Due to the inherent uncertainties associated with pending legal actions and investigations, we cannot predict the outcome, and, with respect to certain pending litigation or claims where no liability has been accrued, to make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome, other than those matters disclosed in this Quarterly Report. We have no material accruals for pending litigation or claims that are not disclosed in our Unaudited Consolidated Financial Statements. It is reasonably possible, however, that an unfavorable outcome that exceeds our accrual estimate for a particular legal proceeding or investigation could have a material adverse effect on our liquidity and access to capital resources. Additionally, it is possible that in connection with a legal proceeding or investigation we are required to pay fees and expenses of the other party or set aside funds in an escrow or purchase a performance bond, regardless of our assessment of the probability of a loss. These requirements to pay fees and expenses or escrow funding in connection with a legal proceeding or investigation could have an adverse impact on our liquidity or affect our access to additional capital resources.

We have disclosed all material accruals for pending litigation or investigations in Note 12, Contingencies, in the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report.

On September 12, 2016, we completed an acquisition of an imaging software and technology platform known as Lessray. In connection with the acquisition, we recorded a purchase accounting fair value estimate of $34.1 million for contingent consideration liabilities related to the achievement of certain regulatory and commercial milestones. In January 2018, we paid $9.0 million of the outstanding contingent consideration liabilities for the achievement of a commercial milestone. In July 2018, we paid $10.0 million of the outstanding contingent consideration liabilities for the achievement of a regulatory approval milestone. WeAs of June 30, 2022, we anticipate the remaining sales-based milestones will become payable at varying times by 2024.

On September 7, 2017, we completed an acquisition of a medical device company that developed interbody implants for spinal fusion using patented porous PEEK technology. In connection with the acquisition, we recorded a purchase accounting fair value estimate of $31.4 million for contingent consideration liabilities related to the achievement of certain manufacturing and commercial milestones. In May 2020, we paid $7.5 million toward the successful achievement of a milestone. WeIn March 2022, we paid $7.5 million toward the successful achievement of a second milestone. As of June 30, 2022, we anticipate the remaining milestones will become payable at varying times between ~~2022~~2023 and ~~2024,~~2027, but are subject to change based on the achievement of those manufacturing and commercial milestones.

On February 24, 2021, we completed the acquisition of Simplify Medical, a developer of cervical ~~artificial~~ disc technology for ~~cervical total disc replacement~~cTDR procedures. In connection with the acquisition, we recorded a purchase accounting fair value estimate of $103.4 million for contingent consideration liabilities related to the achievement of milestones related to regulatory approval and net sales f~~rom~~from products incorporating the Simplify Medical cervical ~~artificial~~ disc ~~technology~~.technology. On April 1, 2021, the Simplify Cervical ~~Artificial~~ Disc received approval from the ~~U.S. Food and Drug Administration~~FDA for two-level cervical total disc replacement, resulting in the achievement of the regulatory milestone. We made a payment of $45.8 million on April 20, 2021 for the regulatory milestone using available cash. Additional milestone payments, which are contingent upon net sales from products incorporating the Simplify Medical cervical ~~artificial~~ disc technology, will become payable in calendar years 2023, 2024 and ~~2025.~~

2025, with the first payment anticipated to be made during the first quarter of 2023.

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Cash, cash equivalents and short-term investments were ~~$234.6~~$226.0 million and ~~$1.03 billion~~$246.1 million at ~~September~~ June 30, ~~2021~~ 2022 and December 31, ~~2020,~~2021, respectively. While the ~~unprecedented public health and governmental~~ efforts to contain and manage the spread and impact of COVID-19 have created significant disruptions to the healthcare system and the global economy, as of the filing date of this report, we believe our existing cash, cash equivalents, short-term investments, projected future cash flows from operations and access to external financing sources are sufficient to satisfy our current and reasonably anticipated requirements for funds to conduct our operations in the ordinary course of our business and pay our obligation as they become due for the next twelve months. Given the impact the COVID-19 pandemic has had on demand for elective surgical procedures, we took temporary actions during 2020 to reduce operating expenses and preserve liquidity, such as reducing compensation for our directors and executive officers, limiting discretionary spend, and adjusting manufacturing capacity based upon demand. Additionally, we have varying needs for cash in connection with our Senior Convertible Notes, ~~and also~~of which $450 million of Senior Convertible Notes are due June 2023, as ~~a result of~~well as for certain acquisition-related obligations and ~~milestone~~contingent consideration achievements. Future litigation or requirements to escrow funds could also materially impact our liquidity and our ability to invest in and operate our business on an ongoing basis. Although we have no cash borrowings under our existing revolving senior credit facility as of the date of this report, we expect to use our cash resources or cash borrowings under our senior credit facility to support our business within the context of prevailing market and economic conditions, which, given the continued unpredictability of the COVID-19 pandemic and global macroeconomic conditions, could rapidly and materially deteriorate or otherwise change. During this time, we may seek other sources of liquidity through capital market or bank loan transactions to support our business needs. In addition, we may seek to further adjust or amend the terms of and/or expand the capacity of our existing senior credit facility, or enter into additional credit facilities, term loans, or other similar arrangements. However, with ~~the~~continued uncertainty surrounding the COVID-19 pandemic and the macroeconomic conditions discussed above, our ability to engage in such transactions may be constrained by volatile financial market conditions, unfavorable lending terms, reduced investor and/or lender interest or capacity, as well as our liquidity, leverage, and general creditworthiness and we can provide no assurance as to successfully completing such transactions. Furthermore, our ability to borrow under our existing revolving senior credit facility is subject to remaining in compliance with underlying financial covenants which may be difficult to satisfy if our business experiences additional disruptions as a result of the COVID-19 ~~pandemic.~~pandemic or global economic conditions. Further discussion of the potential impacts on our business from the COVID-19 pandemic is provided under Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~

2021.

On January 1, 2022, a provision of the Tax Cuts and Jobs Act of 2017 went into effect which eliminates the option to deduct research and development expenditures in the year incurred and requires taxpayers to capitalize and amortize domestic expenditures over five years and foreign expenditures over fifteen years. Although Congress is considering legislation that would defer the amortization requirement to later years, it is uncertain whether the provision will be repealed or otherwise modified. As of June 30, 2022, there has been no legislation passed to repeal or modify the provision. This provision has adversely impacted cash flows from operations during the six months ended June 30, 2022 and is expected to continue to adversely impact cash flows from operations for the remainder of 2022 unless the provision is repealed or modified.

The decrease in liquidity during the ~~nine~~six months ended ~~September~~ June 30, ~~2021~~2022 of ~~$795.4~~$20.1 million was primarily ~~a result of~~driven by timing associated with our operating cash flows, $68.7 million in cash outflows for purchases of ~~$649.4~~property and equipment, as well as $7.5 million for the successful achievement of the commercial milestone related to the settlement of our Senior Convertible Notes due 2021, the acquisition of Simplify Medical for $149.5 million (net of cash acquired) and the payment of $45.8 million for the achievement of the Simplify Medical regulatory milestone.September 2017 acquisition. At ~~September~~ June 30, ~~2021,~~2022, we had cash totaling $1.5 million in restricted accounts which is not available to us to meet any ongoing capital requirements if and when needed.

Cash Flows

The following table summarizes our Unaudited Consolidated Statements of Cash Flows:


(in thousands, except %)	Six Months Ended June 30,				2021 to 2022
	2022		2021		$ Change		% Change
Net cash provided by operating activities	$	68,092	$	79,396	$	(11,304)	(14)	%
Net cash used in investing activities	(74,693)		(77,293)		2,600		(3)	%
Net cash used in financing activities	(9,670)		(653,261)		643,591		(99)	%
Effect of exchange rate changes on cash	(3,835)		(1,573)		(2,262)		144	%
Decrease in cash, cash equivalents and restricted cash	$	(20,106)	$	(652,731)	$	632,625	(97)	%

Cash Flows from Operating Activities

Cash provided by operating activities was $~~144.8~~ $68.1 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2021,~~2022, compared to ~~$113.2~~$79.4 million for the same period in ~~2020.~~2021. The ~~$31.6~~$11.3 million ~~increase~~decrease in cash provided by operating activities was primarily due to ~~a reduction~~the timing of collections associated with our accounts receivable, and an increase in payments for compensation related accruals, ~~and inventory~~which was partially offset by timing of ~~payments~~spending for ~~accounts payable~~inventory purchases during the ~~nine~~six months ended ~~September~~ June 30, ~~2021,~~2022, compared to the same period in ~~2020.~~

2021.

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Cash Flows from Investing Activities

Cash used in investing activities was ~~$110.4~~$74.7 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2021,~~2022, compared to ~~$288.2~~$77.3 million ~~used~~ for the same period in ~~2020. The $177.8~~2021, or a $2.6 million ~~decrease in~~decrease. During the six months ended June 30, 2021, cash used in investing activities ~~was primarily due to~~increased by $22.3 million, as a ~~net increase~~result of ~~$380.7 million relating to purchase, sale and maturity activity from our marketable security portfolio during the first nine months of 2021 and 2020. This was partially offset by~~ payments of $195.3 million ~~associated~~in connection with the acquisition of Simplify Medical and the associated regulatory milestone being met, ~~during~~offset by proceeds of $173.0 million from sales and maturities of marketable securities. This net decrease was partially offset by increases in cash used in investing activities of $20.1 million from increases for purchases of property and equipment and strategic investments of $15.3 million and $4.8 million, respectively, in the ~~nine~~first six months ~~ended~~ ~~September~~ ~~30, 2021.~~

of 2022.

Cash Flows from Financing Activities

Cash used in financing activities was ~~$654.0~~$9.7 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2021,~~2022, compared to ~~$735.7~~$653.3 million ~~provided from financing activities~~ for the same period in ~~2020.~~2021. The ~~$1.4 billion increase~~$643.6 million decrease in cash used in financing activities was primarily due to the $649.4 million payment to settle our Senior Convertible Notes due 2021 during the ~~nine~~six months ended ~~September~~ June 30, 2021. ~~Additionally, in~~This decrease was partially offset by a $7.5 million payment relating to contingent consideration, of which $6.8 million is reflected within our financing activities, and the ~~nine~~remainder allocated to our operating activities during the six months ended ~~September~~ June 30, 2020, we issued $450.0 million of Senior Convertible Notes due 2025, and $450.0 million of Senior Convertible Notes due 2023, receiving proceeds of $437.0 million and $436.9 million, respectively. These proceeds were offset by $53.9 million of net cash used for the call spreads on the sales and purchases of our warrants and bond hedges issued in connection with these Senior Convertible Notes. Treasury stock purchases decreased by $72.4 million during the nine months ended ~~September~~ ~~30, 2021, compared to the same period in 2020.~~

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2022.

Treasury stock purchases related to equity award vesting totaled ~~$7.3~~$5.6 million during the ~~nine~~six months ended ~~September~~ June 30, ~~2021.~~2022. We use net share settlement on stock issuances, which results in cash tax payments. Net share settlement is generally used in lieu of cash payments by employees for minimum tax withholding for equity awards. The net share settlement is accounted for as a treasury share repurchase transaction, with the cost of any deemed repurchased shares included in treasury stock and reported as a reduction in total equity at the time of settlement. Additionally, net share settlement for tax withholding requires us to fund a significant amount of cash for certain tax payment obligations from time-to-time with respect to the employee tax obligations for vested equity awards. We anticipate using cash generated from operating activities to fund such ~~payments~~.

payments.

Senior Convertible Notes

~~2.25% Senior Convertible Notes due 2021~~

In March 2016, we issued $650.0 million principal amount of unsecured senior convertible notes with a stated interest rate of 2.25% and a maturity date of March 15, 2021, which we refer to as the 2021 Notes. The net proceeds from the offering, after deducting initial purchasers' discounts and costs directly related to the offering, were approximately $634.1 million. Interest on the 2021 Notes began accruing upon issuance and was payable semi-annually. Prior to September 14, 2020, the 2021 Notes provided for settlement in cash, stock, or a combination thereof, solely at our discretion. As of September 14, 2020, combination settlement was deemed to have been elected by us and the 2021 Notes will be settled by satisfying the principal amount outstanding with cash and any note conversion value over the principal amount in shares of our common stock. The initial conversion rate of the 2021 Notes was 16.7158 shares per $1,000 principal amount, which was equivalent to a conversion price of approximately $59.82 per share, subject to adjustments. Prior to September 15, 2020, holders could have converted their 2021 Notes only under the following conditions: (a) during any calendar quarter beginning June 30, 2016, if the reported sale price of our common stock for at least 20 days out of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter was greater than 130% of the conversion price on each applicable trading day; (b) during the five business day period in which the trading price of the 2021 Notes fell below 98% of the product of (i) the last reported sale price of our common stock and (ii) the conversion rate on that date; and (c) upon the occurrence of specified corporate events, as defined in the 2021 Notes. From September 15, 2020 and until the close of business on the second scheduled trading day immediately preceding March 15, 2021, holders could have converted their 2021 Notes at any time (regardless of the foregoing circumstances). The 2021 Notes can no longer be redeemed by us. We previously had the ability to redeem the 2021 Notes, at our option, in whole or in part beginning on March 20, 2019 until the close of business on the business day immediately preceding September 15, 2020 if the last reported sale price of our common stock had been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we deliver written notice of a redemption. No principal payments were due on the 2021 Notes prior to maturity. Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the 2021 Notes did not contain any financial covenants and did not restrict us from paying dividends or issuing or repurchasing any of our other securities. As of September 15, 2020, holders could have converted their 2021 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

In connection with the offering of the 2021 Notes, we entered into transactions for convertible notes hedge, which we refer to as the 2021 Hedge, and warrants, which we refer to as the 2021 Warrants. The 2021 Hedge was entered into with the initial purchasers of the 2021 Notes and/or their affiliates, which we refer to as the 2021 Counterparties, entitling us to purchase up to 10,865,270 shares of our own common stock at an initial stock price of $59.82 per share, each of which was subject to adjustment. The cost of the 2021 Hedge was $111.2 million. The 2021 Hedge expired on March 15, 2021 and was put in place to reduce the potential equity dilution upon conversion of the 2021 Notes when the daily volume-weighted average price per share of our common stock exceeded the strike price of the 2021 Hedge. Prior to its expiration, an assumed exercise of the 2021 Hedge was considered anti-dilutive since the effect of the inclusion is always anti-dilutive with respect to the calculation of diluted earnings per share. ~~On March 15, 2021, we exercised our rights under certain convertible note hedge transactions and received 842 shares of our common stock.~~

In addition, we sold the 2021 Warrants to the 2021 Counterparties to acquire up to 10,865,270 common shares of our stock. The 2021 Warrants will expire on various dates from June 2021 through December 2021 and may be settled in cash or net shares. As of September 30, 2021, 6,881,290 warrants expired unexercised. It is our current intent and policy to settle all conversions in shares of our common stock. We received $44.9 million in cash proceeds from the sale of the 2021 Warrants. The 2021 Warrants could have a dilutive effect on our earnings per share to the extent that the price of our common stock during a given measurement period exceeds the strike price of the 2021 Warrants, which is $80.00 per share.

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~~On March 15, 2021, the 2021 Notes~~ ~~reached maturity and we settled in full the 2021 Notes~~. ~~We received conversion notices from the holders of 1.4% of the 2021 Notes, representing $9.1 million outstanding principal amount thereof,~~ ~~which we refer to as the Conversions~~. We paid an aggregate of $649.4 million in cash for the settlement of the 2021 Notes, which included $640.9 million in satisfaction of the outstanding principal of the 2021 Notes and $8.5 million in cash in connection with the settlement of the Conversions. Additionally, in satisfaction of the Conversions, and pursuant to combination settlement, we issued 837 shares of common stock in the aggregate to the holders who elected to convert their outstanding notes. ~~We funded the repayment of the outstanding principal amount of the 2021 Notes, accrued interest thereon, and the cash component of the Conversions using available cash on hand.~~

1.00% Senior Convertible Notes due 2023

In June 2020, we issued $450.0 million principal amount of unsecured ~~Senior Convertible Notes~~senior convertible notes with a stated interest rate of 1.00% and a maturity date of June 1, 2023, which we refer to as the 2023 Notes. The net proceeds from the offering, after deducting initial purchasers’ discounts and costs directly related to the offering, were approximately $436.7 million. ~~The 2023 Notes were initially required to be settled in cash as we did not have enough available shares and were unable to reserve the maximum number of shares issuable under~~Interest on the 2023 Notes ~~(“sufficient reserved shares”).~~ ~~On September 10, 2020, we held a Special Meeting of Stockholders~~began accruing upon issuance and ~~received stockholder approval to amend our~~ Restated Certificate of Incorporation to increase the number of shares of our common stock authorized for issuance from 120,000,000 shares to 150,000,000 shares. As a result of the increase in the number of shares of our common stock authorized for issuance, we currently have sufficient reserved shares and thereforeis payable semi-annually. We may settle conversions of the 2023 Notes in cash, stock, or a combination thereof, solely at our discretion. It is our current intent and policy to settle all conversions through combination settlement, which involves satisfying the principal amount outstanding with cash and any note conversion value over the principal amount in shares of our common stock.~~The initial conversion rate of the 2023 Notes is 11.8778 shares per $1,000 principal amount, which is equivalent to a conversion price of approximately $84.19 per share, subject to adjustments.~~ In addition, following certain corporate events that occur prior to the maturity date or if we issue a notice of redemption, we will increase the conversion rate for a holder who elects to convert its 2023 Notes in connection with such a corporate event or in connection with such redemption in certain circumstances. ~~Prior to February 1, 2023, holders may convert their 2023 Notes only under the following conditions:~~ (a) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (b) during the five business day period after any five consecutive trading day period, referred to as the measurement period, in which the trading price of the 2023 Notes per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on such trading day; (c) if we call any or all of the 2023 Notes for redemption, at any time prior to the close of business on the second scheduled trading day preceding the redemption date; or (d) upon the occurrence of specified corporate events, as defined in the 2023 Notes. On or after February 1, 2023, until the close of business on the second scheduled trading day immediately preceding June 1, 2023, holders may convert their 2023 Notes at any time, regardless of the foregoing conditions. We may not redeem the 2023 Notes prior to the maturity date. No principal payments are due on the 2023 Notes prior to maturity. Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the 2023 Notes do not contain any financial covenants and do not restrict us from conducting significant restructurings, paying dividends or issuing or repurchasing any of our other securities. As of ~~September~~June 30, ~~2021,~~2022, we are unaware of any current events or market conditions that would allow holders to convert the 2023 Notes.

The 2023 Notes are included within current liabilities in the Unaudited Consolidated Balance Sheets.

In connection with the sale of the 2023 Notes, we entered into transactions for convertible notes hedge, which we refer to as the 2023 Hedge, and warrants, which we refer to as the 2023 Warrants. The 2023 Hedge was entered into with certain dealers, which included affiliates of certain of the initial purchasers of the 2023 Notes and other financial institutions, which we refer to as the 2023 Counterparties, entitling us to purchase up to 5,345,010 shares of our own common stock at an initial ~~stock~~ price of $84.19 per share, each of which is subject to adjustment. The cost of the 2023 Hedge was $69.5 million. The 2023 Hedge will expire on the second scheduled trading day immediately preceding June 1, 2023. The 2023 Hedge is expected to reduce the potential equity dilution upon conversion of the 2023 Notes if the daily volume-weighted average price per share of our common stock exceeds the strike price of the 2023 Hedge. Our assumed exercise of the 2023 Hedge is considered anti-dilutive since the effect of the inclusion would always be anti-dilutive with respect to the calculation of diluted earnings per share.

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In addition, we sold the 2023 Warrants to the 2023 Counterparties to acquire up to 5,345,010 common shares of our stock. The 2023 Warrants initially limited the amount of shares we were required to reserve for issuance under the 2023 Warrants to an aggregate of 3,093,500 shares of our common stock, subject to adjustment upon having a sufficient amount of authorized and unissued shares which are not reserved for other transactions. As a result of receiving stockholder approval to increase the number of shares of our common stock authorized for issuance on September 10, 2020, we subsequently entered into amendment agreements with each of the 2023 Counterparties to increase the number of authorized shares of our common stock required to be reserved under the 2023 Warrants to the aggregate amount of 6,948,512 shares. The 2023 Warrants will expire on various dates from September 2023 through November 2023 and may be settled in net shares or cash, subject to certain conditions. It is our current intent and policy to settle all conversions in shares of our common stock. We received $46.8 million in cash proceeds from the sale of the 2023 Warrants. The 2023 Warrants could have a dilutive effect on our earnings per share to the extent that the price of our common stock during a given measurement period exceeds the strike price of the 2023 Warrants, which is $104.84 per share.

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0.375% Senior Convertible Notes due 2025

In March 2020, we issued $450.0 million principal amount of unsecured senior convertible notes with a stated interest rate of 0.375% and a maturity date of March 15, 2025, which we refer to as the 2025 Notes. The net proceeds from the offering, after deducting initial purchasers’ discounts and costs directly related to the offering, were approximately $437.0 million. Interest on the 2025 Notes began accruing upon issuance and is payable semi-annually. The 2025 Notes may be settled in cash, stock, or a combination thereof, solely at our discretion. It is our current intent and policy to settle all conversions through combination settlement, which involves satisfying the principal amount outstanding with cash and any note conversion value over the principal amount in shares of our common stock. ~~The initial conversion rate of the 2025 Notes is 10.7198 shares per $1,000 principal amount, which is equivalent to a conversion price of approximately $93.29 per share, subject to adjustments.~~ In addition, following certain corporate events that occur prior to the maturity date or if we issue a notice of redemption, we will increase the conversion rate for a holder who elects to convert its 2025 Notes in connection with such a corporate event or in connection with such redemption in certain circumstances. ~~Prior to September 15, 2024, holders may convert their 2025 Notes only under the following conditions:~~ (a) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (b) during the five business day period after any five consecutive trading day period, referred to as the measurement period, in which the trading price of the 2025 Notes per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on such trading day; (c) if we call any or all of the 2025 Notes for redemption, at any time prior to the close of business on the second scheduled trading day preceding the redemption date; or (d) upon the occurrence of specified corporate events, as defined in the 2025 Notes. On or after September 15, 2024, until the close of business on the second scheduled trading day immediately preceding March 15, 2025, holders may convert their 2025 Notes at any time, regardless of the foregoing conditions. We may not redeem the 2025 Notes prior to March 20, 2023. We may redeem the 2025 Notes, at our option, in whole or in part, on or after March 20, 2023 until the close of business on the business day immediately preceding September 15, 2024, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we deliver written notice of a redemption. The redemption price will be equal to 100% of the principal amount of such 2025 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption ~~date~~.date. No principal payments are due on the 2025 Notes prior to maturity. Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the 2025 Notes do not contain any financial covenants and do not restrict us from conducting significant restructurings, paying dividends or issuing or repurchasing any of our other securities. As of ~~September~~June 30, ~~2021~~,2022, we are unaware of any current events or market conditions that would allow holders to convert the 2025 Notes.

In connection with the sale of the 2025 Notes, we entered into transactions for convertible notes hedge, which we refer to as the 2025 Hedge, and warrants, which we refer to as the 2025 Warrants. The 2025 Hedge was entered into with certain dealers, which included affiliates of certain of the initial purchasers of the 2025 Notes and other financial institutions, which we refer to as the 2025 Counterparties, entitling us to purchase up to 4,823,910 shares of our own common stock at an initial stock price of $93.29 per share, each of which is subject to adjustment. The cost of the 2025 Hedge was $78.3 million. The 2025 Hedge will expire on the second scheduled trading day immediately preceding March 15, 2025. The 2025 Hedge is expected to reduce the potential equity dilution upon conversion of the 2025 Notes if the daily volume-weighted average price per share of our common stock exceeds the strike price of the 2025 Hedge. Our assumed exercise of the 2025 Hedge is considered anti-dilutive since the effect of the inclusion would always be anti-dilutive with respect to the calculation of diluted earnings per share.

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In addition, we sold the 2025 Warrants to the 2025 Counterparties to acquire up to 4,823,910 common shares of our stock. The 2025 Warrants will expire on various dates from June 2025 through October 2025 and may be settled in net shares or cash, subject to certain conditions. It is our current intent and policy to settle all conversions in shares of our common stock. We received $47.1 million in cash proceeds from the sale of the 2025 Warrants. The 2025 Warrants could have a dilutive effect on our earnings per share to the extent that the price of our common stock during a given measurement period exceeds the strike price of the 2025 Warrants, which is $127.84 per share.

Revolving Senior Credit Facility

In February 2020, we entered into a Second Amended and Restated Credit Agreement, or the 2020 Credit Agreement, for a revolving senior credit facility, referred to as the 2020 Facility, which replaced the previous Amended and Restated Credit Agreement we had entered into in April 2017. The 2020 Credit Agreement was further amended in May 2020 to, among other things, provide additional flexibility in determining the financial covenant leverage ratios for the second and third fiscal quarters of 2020 and to adjust certain margin and benchmark rates used to determine interest under the 2020 Facility. The 2020 Credit Agreement provides for secured revolving loans, multicurrency loan options and letters of credit in an aggregate amount of up to $550.0 million. The 2020 Credit Agreement also contains an expansion feature, which allows us to increase the aggregate principal amount of the 2020 Facility provided we remain in compliance with the underlying financial covenants on a pro forma basis, including but not limited to, compliance with the consolidated interest coverage ratio and certain consolidated leverage ratios. The 2020 Facility matures in February 2025 (subject to an earlier springing maturity date), ~~and includes a sublimit of $50.0 million for standby letters of credit, a sublimit of $250.0 million for multicurrency borrowings, and a sublimit of $5.0 million for swingline loans.~~ All of our assets including the assets of our material domestic subsidiaries continue to be pledged as collateral under the 2020 Facility (subject to customary exceptions) pursuant to the terms set forth in the Second Amended and Restated Security and Pledge Agreement executed in favor of the administrative agent. Each of our material domestic subsidiaries guarantee the 2020 Facility. In connection with the 2020 Facility, we incurred issuance costs which will be amortized over the term of the 2020 Facility. We did not carry any outstanding revolving loans under the 2020 Facility as of ~~September 30, 2021~~ ~~and~~ December 31, ~~2020.~~

2021 and June 30, 2022.

Any borrowings under the 2020 Facility are intended to be used to provide financing for working capital and other general corporate purposes, including potential mergers and acquisitions and to refinance indebtedness. Borrowings under the 2020 Facility bear interest, at our option, at a rate equal to an applicable margin plus: (a) the applicable Eurocurrency Rate (as defined in the 2020 Credit Agreement), or (b) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the Bank of America prime rate, and (3) the Eurocurrency Rate ~~for an interest period of one month~~ plus 1.00%. The margin for the 2020 Facility ranges, based on our consolidated total net leverage ratio, from 0.50% to 1.25% in the case of base rate loans and from 1.50% to 2.25% in the case of Eurocurrency Rate loans. The 2020 Facility includes an unused line fee ranging, based on our consolidated total net leverage ratio, from 0.35% to 0.50% per annum on the revolving commitment.

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The 2020 Credit Agreement contains affirmative, negative, permitted acquisition and financial covenants, and events of default customary for financings of this type. The financial covenants require us to maintain a consolidated interest coverage ratio and certain consolidated leverage ratios, which are measured on a quarterly basis. The 2020 Facility grants the lenders preferred first priority liens and security interests in capital stock, intercompany debt and all of our present and future property and assets including each guarantor. As of ~~September~~June 30, ~~2021~~,2022, we are in compliance with the 2020 Credit Agreement covenants.

See Note 6, Indebtedness, in the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report for more information about the terms of the 2023 Notes, the 2023 Hedge, the 2023 Warrants, the 2025 Notes, the 2025 Hedge, the 2025 Warrants and the 2020 Credit Agreement.

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Critical Accounting Policies

and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our Unaudited Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the United ~~States, or GAAP.~~States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, ~~revenues~~net sales and expenses. On an ongoing basis, we evaluate our estimates including those related to credit losses, inventories, valuation of goodwill, intangibles, other long-term assets, stock-based compensation, income taxes, and legal proceedings. We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting policies and estimates are discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020~~2021 and there have been no material changes during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~

2022.

Off-Balance Sheet Arrangements

As of ~~September~~June 30, ~~2021,~~2022, we did not have any off-balance sheet arrangements.

Contractual Obligations and Commitments

As of ~~September~~June 30, ~~2021, other than the aforementioned settlement of the 2021 Notes,~~ 2022, there were no material changes outside of the ordinary course of business, in our outstanding contractual obligations from those di~~sclosed~~disclosed within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~

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2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of ~~September~~June 30, ~~2021, other than the aforementioned additional exposure to fluctuations to the Australian dollar as a result of our acquisition of Simplify Medical,~~2022, there has been no material change in our assessment of our sensitivity to market risk since our presentation set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”, in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~

2021.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time lines specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in SEC Rules 13a - 15(e) and 15d - 15(e)) as of ~~September~~June 30, ~~2021.~~2022. Based on such evaluation, our management has concluded that as of ~~September~~June 30, ~~2021,~~2022, the Company’s disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of any potential changes in our internal control over financial reporting during the fiscal quarter covered by this Quarterly Report.

There has been no change to our internal control over financial reporting during our most recent fiscal quarter that our certifying officers concluded materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

As a result of the COVID-19 pandemic, certain employees began working remotely and we expect our employees may continue to work remotely or in a hybrid work structure for the foreseeable future. We have not identified any material changes in our internal control over financial reporting as a result of these changes to the working environment. We are continually monitoring and assessing the COVID-19 situation to determine any potential impacts on the design and operating effectiveness of our internal controls over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of our material pending legal proceedings, refer to Note ~~13 “Contingencies” of~~12, Contingencies, in the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report, which is incorporated herein by reference.

Item 1A. Risk Factors

There were no material changes to the risk factors previously disclosed and included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021. An investment in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described under Item 1A of Part I of our Annual Report on Form 10-K, together with all other information contained or incorporated by reference in this report before you decide to invest in our common stock. If any of the Risk Factors were to actually occur, our business, financial condition, results of operations and our future growth prospects could be materially and adversely affected. Under the circumstances, the trading price of our common stock could decline, and you may lose all or part of your investment.

~~Table of Contents~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits

~~Exhibit~~ ~~Number~~	~~Description~~
~~3.1~~ Exhibit Number		Description
3.1		Restated Certificate of Incorporation (incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on August 13, 2004)
3.2		Certificate of Amendment to the Restated Certificate of Incorporation (incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 28, 2011)
3.3		Certificate of Amendment to the Restated Certificate of Incorporation (incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 10, 2020)
3.4		Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 6, 2012)
3.5		Amendment No. 1 to the Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 19, 2014)
3.6		Amendment No. 2 to the Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 1, 2016)
31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. section 1350
31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. section 1350
32.1*		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101.INS)

*		These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of NuVasive, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Table of Contents

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, thereunto duly authorized.


				NUVASIVE, INC.

Date: August 3, 2022			By:	~~NUVASIVE, INC.~~

~~Date: November 9, 2021~~	~~By:~~	/s/ J. Christopher Barry
				J. Christopher Barry
				Chief Executive Officer


Date: ~~November 9, 2021~~ August 3, 2022			By:	/s/ Matthew K. Harbaugh
				Matthew K. Harbaugh
				Executive Vice President and Chief Financial Officer


PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	4 3
	Consolidated Balance Sheets	4 3
	Consolidated Statements of Operations	5 4
	Consolidated Statements of Comprehensive Income (Loss) ~~Income~~	6 5
	Consolidated Statements of Equity	7 6
	Consolidated Statements of Cash Flows	9 8
	Notes to Unaudited Consolidated Financial Statements	11 10
Item 2. 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35 31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49 44
Item 4.	Controls and Procedures	49 44

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	49 45
Item 1A.	Risk Factors	49 45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50 45
Item 3.	Defaults Upon Senior Securities	50 45
Item 4.	Mine Safety Disclosures	50 45
Item 5.	Other Information	50 45
Item 6.	Exhibits	51 46

SIGNATURES		52 47



	Common Stock					Additional			Accumulated Other						Treasury Stock						Total
(unaudited)	Shares			Amount		Paid-in Capital			Comprehensive Loss			Retained Earnings			Shares			Amount			Stockholders' Equity
Balance at December 31, 2020		57,945		$	62	$	1,550,001		$	(7,585	)	$	45,322			(6,569	)	$	(668,882	)	$	918,918
Adjustment for modified retrospective adoption of accounting standard		—			—		(147,161	)		—			64,472			—			—			(82,689	)
Issuance of common stock under employee and director equity option and purchase plans		4			—		(6	)		—			—			(1	)		(55	)		(61	)
Stock-based compensation expense		—			—		7,709			—			—			—			—			7,709
Settlement of convertible note hedge		(1	)		—		53			—			—			—			(53	)		—
Equity component of convertible note settlement		1			—		574			—			—			—			—			574
Consolidated net loss		—			—		—			—			(7,510	)		—			—			(7,510	)
Other comprehensive loss		—			—		—			(1,554	)		—			—			—			(1,554	)
Balance at March 31, 2021		57,949		$	62	$	1,411,170		$	(9,139	)	$	102,284			(6,570	)	$	(668,990	)	$	835,387
Issuance of common stock under employee and director equity option and purchase plans		383			—		3,809			—			—			(97	)		(6,909	)		(3,100	)
Stock-based compensation expense		—			—		5,298			—			—			—			—			5,298
Consolidated net income		—			—		—			—			1,799			—			—			1,799
Other comprehensive income		—			—		—			1,517			—			—			—			1,517
Balance at June 30, 2021		58,332		$	62	$	1,420,277		$	(7,622	)	$	104,083			(6,667	)	$	(675,899	)	$	840,901
Issuance of common stock under employee and director equity option and purchase plans		17			1		—			—			—			(5	)		(345	)		(344	)
Stock-based compensation expense		—			—		4,965			—			—			—			—			4,965
Consolidated net loss		—			—		—			—			(21,639	)		—			—			(21,639	)
Other comprehensive income		—			—		—			313			—			—			—			313
Balance at September 30, 2021		58,349		$	63	$	1,425,242		$	(7,309	)	$	82,444			(6,672	)	$	(676,244	)	$	824,196

(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
December 31, 2020:
Debt securities, available for sale:
Corporate notes	$	54,197	$	6	$	(15	)	$	54,188
Commercial paper		118,932		25		—			118,957
Total debt securities, available for sale	$	173,129	$	31	$	(15	)	$	173,145

			Quoted Price in		Significant Other		Significant
			Active Market		Observable Inputs		Unobservable
(in thousands)	Total		(Level 1)		(Level 2)		Inputs (Level 3)
September 30, 2021:
Cash equivalents:
Money market funds	$	158,051	$	158,051	$	—	$	—
Total cash equivalents	$	158,051	$	158,051	$	—	$	—

December 31, 2020:
Cash equivalents:
Money market funds	$	725,108	$	725,108	$	—	$	—
Commercial paper		35,996		—		35,996		—
Total cash equivalents		761,104		725,108		35,996		—

Debt securities, available for sale:
Corporate notes		54,188		—		54,188		—
Commercial paper		118,957		—		118,957		—
Total debt securities, available for sale		173,145		—		173,145		—

Total assets measured at fair value	$	934,249	$	725,108	$	209,141	$	—

	Weighted-
	Average
	Amortization
(in thousands, except years)	Period	Gross		Accumulated			Intangible
September 30, 2021:	(in years)	Amount		Amortization			Assets, net
Intangible assets subject to amortization:
Developed technology	11	$	373,543	$	(200,172	)	$	173,371
Patents	10		57,660		(30,426	)		27,234
Manufacturing know-how and trade secrets	12		21,428		(21,378	)		50
Trade name and trademarks	9		25,141		(18,988	)		6,153
Customer relationships	9		156,113		(106,505	)		49,608
Total intangible assets subject to amortization	10	$	633,885	$	(377,469	)	$	256,416

Intangible assets not subject to amortization:
Goodwill							$	633,121
Total goodwill and intangible assets, net							$	889,537