UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act: | ||
Title of each class | Trading Symbols | Name of exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | |
Item 2.02. Results of Operations and Financial Condition.
On May 10, 2022, we issued a press release reporting, among other things, our sales and operating results for the three-month period ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report.
In accordance with general instruction B.2 to Form 8-K, the information included in this Item 2.02, and the exhibits attached hereto, shall be deemed to be “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
| Description |
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99.1 |
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104 |
| The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| GLOBUS MEDICAL, INC. |
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| (Registrant) |
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Dated: | May 10, 2022 | /s/ KEITH PFEIL |
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| Keith Pfeil |
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| Chief Financial Officer |
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| Chief Accounting Officer |
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| Senior Vice President |
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| (Principal Financial Officer) |
Exhibit 99.1
Globus Medical Reports First Quarter 2022 Results
AUDUBON, PA, May 10, 2022: Globus Medical, Inc. (NYSE: GMED), a leading musculoskeletal solutions company, today announced its financial results for the first quarter ended March 31, 2022.
· |
Worldwide net sales were $230.5 million, an increase of 1.4% as compared to the first quarter of 2021 |
· |
GAAP net income for the quarter was $38.1 million |
· |
GAAP diluted earnings per share (“EPS”) was $0.37 and non-GAAP diluted EPS was $0.42 |
· |
Non-GAAP adjusted EBITDA was $74.3 million, or 32.2% of net sales |
“Our first quarter results delivered top line growth in a period that faced headwinds of a difficult prior year comparative and COVID-19 deferrals of elective procedures, particularly in January and early February,” commented Dan Scavilla, President and CEO. “Importantly, US Spine sales recovered and had a record-breaking month in March, which continued at a healthy pace in April. After a record fourth quarter, Enabling Technologies sales in the quarter were also negatively impacted by COVID-19; however, the clinical superiority of ExcelsiusGPS® continues to drive surgeon and hospital interest in the system, building a strong pipeline.
“I’m pleased to announce that we shipped our first Excelsius3DTM imaging units over the past two weeks and the feedback received from cases thus far has been extremely positive,” said Mr. Scavilla. “The Excelsius3DTM imaging system is an excellent example of Globus Medical’s innovation engine, which will drive momentum and provide a platform for continued growth as we progress in 2022 and beyond.”
Worldwide net sales for the first quarter of 2022 was $230.5 million, an as-reported increase of 1.4% over the first quarter of 2021, and an increase of 1.9% on a constant currency basis. U.S. net sales for the first quarter of 2022, including robotics, increased by 1.6% compared to the first quarter of 2021. International net sales increased by 0.4% over the first quarter of 2021 on an as-reported basis, and an increase of 3.5% on a constant currency basis.
GAAP net income for the first quarter of 2022 was $38.1 million, a decrease of 16.0% over the same period in the prior year, driven primarily by increased product development, sales and marketing, and provision for litigation expenses. Diluted EPS for the first quarter was $0.37, compared to $0.44 for the first quarter of 2021. Non-GAAP diluted EPS for the first quarter of 2022 was $0.42, compared to $0.49 in the first quarter of 2021, a decrease of 13.1% driven primarily by product development and sales and marketing expenses.
Net cash provided by operating activities was $44.7 million, and non-GAAP free cash flow was $24.7 million for the first quarter of 2022. The Company remains debt free.
2022 Annual Guidance
The Company today reaffirmed its full year 2022 guidance of $1.025 billion in net sales and non-GAAP diluted earnings per share of $2.10.
Conference Call Information
Globus Medical will hold a teleconference to discuss its first quarter 2022 results with the investment community at 4:30 p.m. Eastern Time today. Globus invites all interested parties to join the call by dialing:
1-866-374-5140; passcode 1585-8936
For interested parties who do not wish to ask questions, the teleconference will be webcast live and may be accessed through a link on the Globus Medical website at www.globusmedical.com/investors. The audio archive will be available after the call on the Globus Medical website at that same link.
Based in Audubon, Pennsylvania, Globus Medical, Inc. was founded in 2003 by an experienced team of professionals with a shared vision to create products that enable surgeons to promote healing in patients with musculoskeletal disorders. Additional information can be accessed at www.globusmedical.com.
To supplement our financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), management uses certain non-GAAP financial measures. For example, non-GAAP Adjusted EBITDA, which represents net income before interest income, net and other non-operating expenses, provision for income taxes, depreciation and amortization, stock-based compensation expense, provision for litigation, acquisition related costs/licensing, and acquisition of in-process research and development, is useful as an additional measure of operating performance, and particularly as a measure of comparative operating performance from period to period, as it is reflective of changes in pricing decisions, cost controls and other factors that affect operating performance, and it removes the effect of our capital structure, asset base, income taxes and interest income and expense. Our management also uses non-GAAP Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections. Provision for litigation represents costs incurred for litigation settlements or unfavorable verdicts when the loss is known or considered probable and the amount can be reasonably estimated, or in the case of a favorable settlement, when income is realized. Acquisition related costs/licensing represents the change in fair value of business-acquisition-related contingent consideration; costs related to integrating recently acquired businesses, including but not limited to costs to exit or convert contractual obligations, severance, and information system conversion; and specific costs related to the consummation of the acquisition process such as banker fees, legal fees, and other acquisition related professional fees, as well as one-time licensing fees. Acquisition of in-process research and development represents the expensing of acquired assets with no alternative future use and related fees.
In addition, for the period ended March 31, 2022 and for other comparative periods, we are presenting non-GAAP net income and non-GAAP Diluted Earnings Per Share, which represent net income and diluted earnings per share excluding the provision for litigation, amortization of intangibles, acquisition related costs/licensing, acquisition of in-process research and development, and the tax effects of all of the foregoing adjustments. The tax effect adjustment represents the tax effect of the pre-tax non-GAAP adjustments excluded from non-GAAP net income. The tax impact of the non-GAAP adjustments is calculated based on the consolidated effective tax rate on a GAAP basis, applied to the non-GAAP adjustments, unless the underlying item has a materially different tax treatment, in which case the estimated tax rate applicable to the adjustment is used. We believe these non-GAAP measures are also useful indicators of our operating performance, and particularly as additional measures of comparative operating performance from period to period as they remove the effects of litigation, amortization of intangibles, acquisition related costs/licensing, acquisition of in-process research and development, and the tax effects of all of the foregoing adjustments, which we believe are not reflective of underlying business trends. Additionally, for the period ended March 31, 2022 and for other comparative periods, we also define the non-GAAP measure of free cash flow as the net cash provided by operating activities, adjusted for the impact of restricted cash, less the cash impact of purchases of property and equipment. We believe that this financial measure provides meaningful information for evaluating our overall financial performance for comparative periods as it facilitates an assessment of funds available to satisfy current and future obligations and fund acquisitions. Furthermore, the non-GAAP measure of constant currency net sales growth is calculated by translating current year net sales at the same average exchange rates in effect during the applicable prior year period. We believe constant currency net sales growth provides insight to the comparative increase or decrease in period net sales, in dollar and percentage terms, excluding the effects of fluctuations in foreign currency exchange rates.
Non-GAAP adjusted EBITDA, non-GAAP net income, non-GAAP diluted earnings per share, free cash flow and constant currency net sales growth are not calculated in conformity with U.S. GAAP. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for financial measures prepared in accordance with U.S. GAAP. These measures do not include certain expenses that may be necessary to evaluate our liquidity or operating results. Our definitions of non-GAAP adjusted EBITDA, non-GAAP net income, non-GAAP diluted earnings per share, free cash flow and constant currency net sales growth may differ from that of other companies and therefore may not be comparable.
Safe Harbor Statements
All statements included in this press release other than statements of historical fact are forward-looking statements and may be identified by their use of words such as “believe,” “may,” “might,” “could,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan” and other similar terms. These forward-looking statements are based on our current assumptions, expectations and estimates of future events and trends. Forward-looking statements are only predictions and are subject to many risks, uncertainties and other factors that may affect our businesses and operations and could cause actual results to differ materially from those predicted. These risks and uncertainties include, but are not limited to, health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic, factors affecting our quarterly results, our ability to manage our growth, our ability to sustain our profitability, demand for our products, our ability to compete successfully (including without limitation our ability to convince surgeons to use our products and our ability to attract and retain sales and other personnel), our ability to rapidly develop and introduce new products, our ability to develop and execute on successful business strategies, our ability to comply with laws and regulations that are or may become applicable to our businesses, our ability to safeguard our intellectual property, our success in defending legal proceedings brought against us, trends in the medical device industry, general economic conditions, and other risks. For a discussion of these and other risks, uncertainties and other factors that could affect our results, you should refer to the disclosure contained in our most recent annual report on Form 10-K filed with the Securities and Exchange Commission, including the sections labeled “Risk Factors” and “Cautionary Note Concerning Forward-Looking Statements,” and in our Forms 10-Q, Forms 8-K and other filings with the Securities and Exchange Commission. These documents are available at www.sec.gov. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for us to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements as a result of new information, events or circumstances or other factors arising or coming to our attention after the date hereof.
GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
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Three Months Ended |
||||
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March 31, |
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(In thousands, except per share amounts) |
2022 |
2021 |
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Net sales |
$ |
230,549 |
$ |
227,344 | |
Cost of goods sold |
59,167 | 55,027 | |||
Gross profit |
171,382 | 172,317 | |||
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|||||
Operating expenses: |
|||||
Research and development |
17,412 | 14,924 | |||
Selling, general and administrative |
100,748 | 97,891 | |||
Provision for litigation |
2,341 | (94) | |||
Amortization of intangibles |
4,512 | 4,774 | |||
Acquisition related costs |
(76) | 274 | |||
Total operating expenses |
124,937 | 117,769 | |||
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Operating income/(loss) |
46,445 | 54,548 | |||
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Other income/(expense), net |
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Interest income/(expense), net |
2,543 | 2,712 | |||
Foreign currency transaction gain/(loss) |
(391) | (280) | |||
Other income/(expense) |
301 | 214 | |||
Total other income/(expense), net |
2,453 | 2,646 | |||
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Income/(loss) before income taxes |
48,898 | 57,194 | |||
Income tax provision |
10,814 | 11,865 | |||
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Net income/(loss) |
$ |
38,084 |
$ |
45,329 | |
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Other comprehensive income/(loss), net of tax: |
|||||
Unrealized gain/(loss) on marketable securities |
(8,828) | (1,666) | |||
Foreign currency translation gain/(loss) |
(1,567) | (4,113) | |||
Total other comprehensive income/(loss), net of tax |
(10,395) | (5,779) | |||
Comprehensive income/(loss) |
$ |
27,689 |
$ |
39,550 | |
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Earnings per share: |
|||||
Basic |
$ |
0.37 |
$ |
0.45 | |
Diluted |
$ |
0.37 |
$ |
0.44 | |
Weighted average shares outstanding: |
|||||
Basic |
101,600 | 99,866 | |||
Diluted |
104,077 | 102,420 |
GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
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March 31, |
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December 31, |
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(In thousands, except share and per share values) |
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2022 |
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2021 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
229,789 |
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$ |
193,069 |
Short-term marketable securities |
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243,505 |
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250,378 |
Accounts receivable, net of allowances of $4,186 and $4,962, respectively |
|
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166,222 |
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164,436 |
Inventories |
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253,886 |
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|
237,001 |
Prepaid expenses and other current assets |
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19,587 |
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18,417 |
Income taxes receivable |
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|
3,609 |
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|
1,215 |
Total current assets |
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|
916,598 |
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|
864,516 |
Property and equipment, net of accumulated depreciation of $313,514 and $305,575, respectively |
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|
227,541 |
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221,076 |
Long-term marketable securities |
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546,881 |
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|
562,475 |
Intangible assets, net |
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64,385 |
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68,660 |
Goodwill |
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|
179,045 |
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|
179,708 |
Other assets |
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|
34,307 |
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36,334 |
Deferred income taxes |
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|
29,937 |
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|
24,494 |
Total assets |
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$ |
1,998,694 |
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$ |
1,957,263 |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
|
$ |
26,093 |
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$ |
21,955 |
Accrued expenses |
|
|
75,531 |
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|
91,168 |
Income taxes payable |
|
|
16,525 |
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|
1,046 |
Business acquisition liabilities |
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|
11,535 |
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|
11,770 |
Deferred revenue |
|
|
11,807 |
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|
12,025 |
Payable to broker |
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|
- |
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|
2,200 |
Total current liabilities |
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|
141,491 |
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|
140,164 |
Business acquisition liabilities, net of current portion |
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|
56,501 |
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|
58,755 |
Deferred income taxes |
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|
3,811 |
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|
4,314 |
Other liabilities |
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|
11,519 |
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|
12,642 |
Total liabilities |
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213,322 |
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|
215,875 |
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Equity: |
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Class A common stock; $0.001 par value. Authorized 500,000,000 shares; issued and outstanding 79,297,823 and 79,113,916 shares at March 31, 2022 and December 31, 2021, respectively |
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79 |
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|
79 |
Class B common stock; $0.001 par value. Authorized 275,000,000 shares; issued and outstanding 22,430,097 and 22,430,097 shares at March 31, 2022 and December 31, 2021, respectively |
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22 |
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|
22 |
Additional paid-in capital |
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570,082 |
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|
553,787 |
Accumulated other comprehensive income/(loss) |
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(17,167) |
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(6,772) |
Retained earnings |
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|
1,232,356 |
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|
1,194,272 |
Total equity |
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|
1,785,372 |
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|
1,741,388 |
Total liabilities and equity |
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$ |
1,998,694 |
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$ |
1,957,263 |
GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
|
||||||
|
Three Months Ended |
|||||
|
March 31, |
|||||
(In thousands) |
2022 |
2021 |
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Cash flows from operating activities: |
||||||
Net income |
$ |
38,084 |
$ |
45,329 | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||
Depreciation and amortization |
16,837 | 17,157 | ||||
Amortization of premium (discount) on marketable securities |
1,690 | 520 | ||||
Write-down for excess and obsolete inventories, net |
1,834 | 1,550 | ||||
Stock-based compensation expense |
8,152 | 7,698 | ||||
Allowance for doubtful accounts |
(728) | 80 | ||||
Change in fair value of business acquisition liabilities |
(263) | 258 | ||||
Change in deferred income taxes |
(2,994) | (808) | ||||
(Gain)/loss on disposal of assets, net |
115 | 103 | ||||
Payment of business acquisition related liabilities |
(743) |
— |
||||
(Increase)/decrease in: |
||||||
Accounts receivable |
(1,614) | (20,346) | ||||
Inventories |
(17,939) | (3,997) | ||||
Prepaid expenses and other assets |
547 | 4,516 | ||||
Increase/(decrease) in: |
||||||
Accounts payable |
4,160 | 4,212 | ||||
Accrued expenses and other liabilities |
(15,428) | (4,783) | ||||
Income taxes payable/receivable |
12,980 | 12,081 | ||||
Net cash provided by/(used in) operating activities |
44,690 | 63,570 | ||||
Cash flows from investing activities: |
||||||
Purchases of marketable securities |
(142,145) | (185,110) | ||||
Maturities of marketable securities |
106,549 | 39,850 | ||||
Sales of marketable securities |
42,673 | 33,818 | ||||
Purchases of property and equipment |
(19,971) | (13,672) | ||||
Acquisition of businesses, net of cash acquired and purchases of intangible and other assets |
(1,000) |
— |
||||
Net cash provided by/(used in) investing activities |
(13,894) | (125,114) | ||||
Cash flows from financing activities: |
||||||
Payment of business acquisition liabilities |
(1,699) | (1,537) | ||||
Proceeds from exercise of stock options |
7,746 | 9,101 | ||||
Net cash provided by/(used in) financing activities |
6,047 | 7,564 | ||||
Effect of foreign exchange rates on cash |
(123) | (569) | ||||
Net increase in cash and cash equivalents |
36,720 | (54,549) | ||||
Cash and cash equivalents at beginning of period |
193,069 | 239,397 | ||||
Cash and cash equivalents at end of period |
$ |
229,789 |
$ |
184,848 | ||
Supplemental disclosures of cash flow information: |
||||||
Income taxes paid |
$ |
572 |
$ |
570 | ||
Purchases of property and equipment included in accounts payable and accrued expenses |
$ |
4,105 |
$ |
2,620 |
Supplemental Financial Information
Net Sales by Product Category:
|
||||||
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||||||
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Three Months Ended |
|||||
|
March 31, |
|||||
(In thousands) |
2022 |
2021 |
||||
Musculoskeletal Solutions |
$ |
217,402 |
$ |
212,416 | ||
Enabling Technologies |
13,147 | 14,928 | ||||
Total net sales |
$ |
230,549 |
$ |
227,344 |
Liquidity and Capital Resources:
|
||||||
|
|
March 31, |
|
December 31, |
||
(In thousands) |
|
2022 |
|
2021 |
||
Cash and cash equivalents |
|
$ |
229,789 |
|
$ |
193,069 |
Short-term marketable securities |
|
|
243,505 |
|
|
250,378 |
Long-term marketable securities |
|
|
546,881 |
|
|
562,475 |
Total cash, cash equivalents and marketable securities |
|
$ |
1,020,175 |
|
$ |
1,005,922 |
The following tables reconcile GAAP to Non-GAAP financial measures.
Non-GAAP Adjusted EBITDA Reconciliation Table:
|
Three Months Ended |
||||
|
March 31, |
||||
(In thousands, except percentages) |
2022 |
2021 |
|||
Net income/(loss) |
$ |
38,084 |
$ |
45,329 | |
Interest (income)/expense, net |
(2,543) | (2,712) | |||
Provision for income taxes |
10,814 | 11,865 | |||
Depreciation and amortization |
16,837 | 17,157 | |||
EBITDA |
63,192 | 71,639 | |||
Stock-based compensation expense |
8,152 | 7,698 | |||
Provision for litigation |
2,341 | (94) | |||
Acquisition related costs/licensing |
657 | 883 | |||
Adjusted EBITDA |
$ |
74,342 |
$ |
80,126 | |
|
|||||
Net income/(loss) as a percentage of net sales |
16.5% | 19.9% | |||
Adjusted EBITDA as a percentage of net sales |
32.2% | 35.2% |
Non-GAAP Net Income Reconciliation Table:
|
Three Months Ended |
||||
|
March 31, |
||||
(In thousands) |
2022 |
2021 |
|||
Net income/(loss) |
$ |
38,084 |
$ |
45,329 | |
Provision for litigation |
2,341 | (94) | |||
Amortization of intangibles |
4,512 | 4,774 | |||
Acquisition related costs/licensing |
657 | 883 | |||
Tax effect of adjusting items |
(1,661) | (1,154) | |||
Non-GAAP net income/(loss) |
$ |
43,933 |
$ |
49,738 |
Non-GAAP Diluted Earnings Per Share Reconciliation Table:
|
Three Months Ended |
||||
|
March 31, |
||||
(In thousands) |
2022 |
2021 |
|||
Diluted earnings per share, as reported |
$ |
0.37 |
$ |
0.44 | |
Provision for litigation |
0.02 |
— |
|||
Amortization of intangibles |
0.04 | 0.05 | |||
Acquisition related costs/licensing |
0.01 | 0.01 | |||
Tax effect of adjusting items |
(0.02) | (0.01) | |||
Non-GAAP diluted earnings per share |
$ |
0.42 |
$ |
0.49 |
*amounts might not add due to rounding
Non-GAAP Free Cash Flow Reconciliation Table:
|
Three Months Ended |
||||
|
March 31, |
||||
(In thousands) |
2022 |
2021 |
|||
Net cash provided by operating activities |
$ |
44,690 |
$ |
63,570 | |
Purchases of property and equipment |
(19,971) | (13,672) | |||
Free cash flow |
$ |
24,719 |
$ |
49,898 | |
|
Non-GAAP Net Sales on a Constant Currency Basis Comparative Table:
|
Three Months Ended |
Reported |
Currency |
Constant |
|||||||||
|
March 31, |
Net Sales |
Current |
Net Sales |
|||||||||
(In thousands, except percentages) |
2022 |
2021 |
Growth |
Period Net Sales |
Growth |
||||||||
United States |
$ |
196,403 |
$ |
193,317 |
1.6% |
$ |
— |
1.6% |
|||||
International |
34,146 | 34,027 |
0.4% |
(1,088) |
3.5% |
||||||||
Total net sales |
$ |
230,549 |
$ |
227,344 |
1.4% |
$ |
(1,088) |
1.9% |
Contact:
Brian Kearns
Senior Vice President, Business Development and Investor Relations
Phone: (610) 930-1800
Email: investors@globusmedical.com
www.globusmedical.com