October 2, 2024



VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE.

Washington, D.C. 20549

Attention: Christie Wong and Li Xiao

Re:    Globus Medical, Inc.

Form 10-K for Fiscal Year Ended December 31, 2023

Form 8-K dated August 6, 2024

File No. 001-35621

Ladies and Gentlemen:

Set forth below are the responses of Globus Medical, Inc. (“we” or the “Company”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated September 19, 2024, with respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) and Exhibit 99 to the Company's Current Report on Form 8-K, filed with the Commission on August 6, 2024. For your convenience, we have restated the Staff's comments from the September 19, 2024 letter below in their entirety in bold font, followed by the corresponding responses from the Company.

Form 10-K for Fiscal Year Ended December 31, 2023

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 54

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Response  

The Company acknowledges the Staff's comment and respectfully advises the Staff that beginning with the disclosure for Form 10-Q for the quarterly period ended September 30, 2024, within Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,  and also for future Form 10-K filings, to the extent the Company describes two or more business factors that contributed to a material change in a financial statement line item between periods, it will quantify, where possible, the extent to which each factor contributed to the overall change in that line item, including any offsetting factors.

Form 8-K dated August 6, 2024
Exhibit 99.1, page 3

Response  

The Company acknowledges the Staff's comment and respectfully advises the Staff that beginning with the disclosure for the Form 8-K, Exhibit 99.1 for the results of the quarter ended September 30, 2024, the Company will no longer include the adjustment for in-process research and development in any non-GAAP financial measure presented in accordance with Item 10(e) of Regulation S-K or Regulation G.



Response  

The Company acknowledges the Staff's comment and respectfully advises the Staff that beginning with the disclosure for the Form 8-K, Exhibit 99.1 for the results of the quarter ended September 30, 2024, the Company will include in tabular format the quantification of the components of acquisition related costs within our Form 8-K filings. In addition, we will change the line name from “Merger and acquisition-related costs/licensing” to “Merger and acquisition-related costs”. The licensing costs represented one-time contract break fees associated with merger and acquisition activity, and therefore, are not normal, recurring, operating expenses for the Company.  Given the immaterial value of these fees, we believe that including these costs in the “Other acquisition-related costs” line and that removing reference to “licensing” from the category will be more descriptive of the material components. The Company has included a sample in Table 1 below.



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Table 1:









The Company intends the above table will be a stand-alone table and everywhere we refer to “Merger and acquisition-related costs” we will include a footnote and refer the reader to this table.



Response  

The Company acknowledges the guidance in Item 10(e)(1)(i)(A) and Item 10(e)(1)(i)(B) of Regulation S-K.   The Company respectfully advises the Staff that beginning with disclosure for the quarter ending September 30, 2024,  the Company will reconcile gross profit and gross profit as a percentage of net sales to adjusted gross profit and adjusted gross profit as a percentage of net sales and present gross profit as a percentage of net sales with more prominence than adjusted gross profit as a percentage of net sales.  The Company has included a sample in Table  2 below.



Table 2:





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Response  





The Company acknowledges the guidance in SAB Topic 11:B and has availed itself in accordance with the topic to the presentation option of separately disclosing its amortization of intangibles on a separate financial statement line. The Company’s amortization of intangible assets includes amortization of supplier networks, customer relationships & other intangibles, developed technology, and patents. Due to the nature of these intangible assets, the Company utilizes them across a  variety of our products and throughout a variety of functional departments.  As such, we believe presenting the amortization of intangibles separately aligns best with our operations.



The Company, beginning with the disclosure for the Form 10-Q and Form 8-K, Exhibit 99.1 for the results of the quarter ended September 30, 2024, will remove the gross profit measure from the face of our Statement of Operations and Comprehensive Income and add the parenthetical notation “(exclusive of amortization of intangibles)” to the title for cost of sales.  The Company has included a sample in Table  3 below.



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Table 3:









Separately, we will include a supplementary table in our Form 8-K filings beginning with disclosure for the quarter ending September 30, 2024. The Company will disclose gross profit, fully burdened by amortization of intangible assets that facilitate revenue producing activities, along with a reconciliation to adjusted gross profit.  The Company refers you to our response to Staff comment #4, Table 2, as an example of our supplemental Form 8-K disclosure.

 

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We understand that the Company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.



If you require any additional information on these issues, or if we can provide you with any other information that will facilitate your review, please contact me at 610-930-1800 ext. 1915.



Sincerely,

/s/ Daniel T. Scavilla



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