Document



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2016
 
 
GLOBUS MEDICAL, INC.
(Exact name of registrant as specified in charter)
 
 
 
 
 
 
 
 
DELAWARE
 
001-35621
 
04-3744954
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
2560 GENERAL ARMISTEAD AVENUE, AUDUBON, PA 19403
(Address of principal executive offices) (Zip Code)
(610) 930-1800
(Registrant's telephone number, including area code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02. Results of Operations and Financial Condition.
On November 8, 2016 we issued a press release reporting, among other things, our sales and operating results for the three- and nine- month periods ended September 30, 2016. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 2.02 as if fully set forth herein.
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
 
 
99.1
Press Release dated November 8, 2016
 
 

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.

 
 
 
GLOBUS MEDICAL, INC.
 
 
(Registrant)
 
 
 
Dated:
November 8, 2016
/s/ DANIEL T. SCAVILLA
 
 
 
 
 
Daniel T. Scavilla
 
 
Senior Vice President,
 
 
Chief Financial Officer


EXHIBIT LIST
Exhibit No.
Description
 
 
99.1
Press Release dated November 8, 2016
 
 




Exhibit


Exhibit 99.1


Globus Medical Reports Third Quarter 2016 Results

AUDUBON, PA, November 8, 2016: Globus Medical, Inc. (NYSE:GMED), a leading musculoskeletal implant manufacturer, today announced its financial results for the third quarter ended September 30, 2016.

Worldwide sales decreased 1.0% as reported to $135.7 million, or a decrease of 0.7% on a constant currency basis
Third quarter net income was $26.2 million, or 19.3% of sales
Diluted earnings per share (EPS) were $0.27
Non-GAAP diluted EPS were $0.29
Non-GAAP adjusted EBITDA (AEBITDA) remained at 37.0% of sales
Company issues new 2016 guidance for sales of $560 million

David Paul, Chairman and CEO said, “Third quarter sales were $135.7 million, a year-over-year decrease of 1%. Despite our increased spending in support of our pending robotics and trauma launches, our EBITDA margins remained stable with the prior year, at 37.0%. We also delivered non-GAAP EPS of $0.29, in line with the prior year.

"During the third quarter, we continued progress with product development, sales force expansion and completed the acquisition of Alphatec's international business. We also made further progress expanding our in-house manufacturing capacity. We launched 7 new products in the third quarter, bringing our 2016 total to 15. We remain confident in our long term growth prospects and our ability to sustain our industry leading profitability by the continued execution of our strategy of introducing innovative products, expanding our U.S. and international sales footprint, and diligent expense control.”

Third quarter sales in the U.S. decreased by 4.1% compared to the third quarter of 2015. International sales increased by 34.1% over the third quarter of 2015 on an as reported basis and 38.0% on a constant currency basis.

Third quarter net income was $26.2 million, a decrease of 1.0% over the same period last year. Diluted EPS for the third quarter was $0.27, as compared to $0.28 for the third quarter 2015. Non-GAAP diluted EPS for the third quarter, was $0.29, consistent with the third quarter of 2015.

The company generated net cash provided by operating activities of $41.9 million and non-GAAP free cash flow of $24.6 million in the third quarter. Cash, cash equivalents and marketable securities ended the quarter at $322.4 million. The company remains debt free.

2016 and 2017 Annual Guidance
The company today issued new guidance for full year 2016 sales of $560 million and GAAP earnings per share of approximately $1.13. Guidance for non-GAAP diluted EPS, remains unchanged at $1.20 per share. The company currently projects 2017 full year sales of $625 million and expects to provide further guidance at the fourth quarter call.

Conference Call Information
Globus Medical will hold a teleconference to discuss its 2016 third quarter results with the investment community at 5:30 p.m. Eastern Time today. Globus invites all interested parties to join the call by dialing:
 





1-855-533-7141     United States Participants
1-720-545-0060     International Participants
There is no pass code for the teleconference.

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 investors.globusmedical.com.

If you are unable to participate during the live teleconference, the call will be archived until Tuesday, November 15, 2016. The audio archive can be accessed by calling 1-855-859-2056 in the U.S. or 1-404-537-3406 from outside the U.S. The passcode for the audio replay is 1961965.

About Globus Medical, Inc.
Globus Medical, Inc. is a leading musculoskeletal implant company based in Audubon, PA. The company 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.

Non-GAAP Financial Measures
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, provisions for litigation, and acquisition related costs, 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 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.

In addition, for the period ended September 30, 2016 and for other comparative periods, we are presenting non-GAAP net income and non-GAAP diluted earnings per share, which represents net income and diluted earnings per share excluding the provision for litigation, amortization of intangibles, acquisition related costs, and the tax effects of such adjustments. 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, and the tax effects of such adjustments, which we believe are not reflective of underlying business trends. Additionally, for the periods ended September 30, 2016 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 sales growth is calculated by translating current year sales at the same average exchange rates in effect during the applicable prior year period. We believe constant currency sales growth provides insight to the comparative increase or decrease in period 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 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 sales growth may differ from that of other companies and therefore may not be comparable. Additionally, we have recast prior periods for non-GAAP net income and non-GAAP diluted earnings per share.

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, 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 successfully integrate the international operations acquired from Alphatec, both in general and on our anticipated timeline, our ability to transition Alphatec’s international customers to Globus products, our ability to realize the expected benefits to our results from the Alphatec acquisition, 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
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)

 
Three Months Ended
 
Nine Months Ended
(In thousands, except per share amounts)
September 30,
2016
 
September 30,
2015
 
September 30,
2016
 
September 30,
2015
Sales
$
135,651

 
$
136,992

 
$
412,404

 
$
402,166

Cost of goods sold
31,453

 
32,927

 
95,703

 
97,393

Gross profit
104,198

 
104,065

 
316,701

 
304,773

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Research and development
10,265

 
9,250

 
30,889

 
26,640

Selling, general and administrative
54,207

 
52,170

 
161,317

 
157,439

Provision for litigation

 
27

 
3,056

 
433

Amortization of intangibles
884

 
393

 
1,673

 
1,172

Acquisition related costs
1,192

 
1,550

 
1,347

 
2,864

Total operating expenses
66,548

 
63,390

 
198,282

 
188,548

 
 
 
 
 
 
 
 
Operating income
37,650

 
40,675

 
118,419

 
116,225

Other income, net
1,205

 
253

 
2,383

 
347

Income before income taxes
38,855

 
40,928

 
120,802

 
116,572

Income tax provision
12,628

 
14,447

 
40,759

 
41,389

 
 
 
 
 
 
 
 
Net income
$
26,227

 
$
26,481

 
$
80,043

 
$
75,183

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.27

 
$
0.28

 
$
0.84

 
$
0.79

Diluted
$
0.27

 
$
0.28

 
$
0.83

 
$
0.78

Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
95,739

 
95,138

 
95,575

 
94,970

Diluted
96,492

 
96,119

 
96,404

 
96,026






GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)

(In thousands, except par value)
September 30,
2016
 
December 31, 2015
 
 
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
90,192

 
$
60,152

Restricted cash
477

 
26,119

Short-term marketable securities
167,727

 
220,877

Accounts receivable, net of allowances of $2,694 and $2,513, respectively
86,708

 
77,681

Inventories
115,606

 
105,260

Prepaid expenses and other current assets
11,605

 
7,351

Income taxes receivable
5,895

 
8,672

Deferred income taxes

 
38,687

Total current assets
478,210

 
544,799

Property and equipment, net of accumulated depreciation of $159,314 and $139,144, respectively
127,084

 
114,743

Long-term marketable securities
64,451

 
48,762

Note receivable
25,000

 

Intangible assets, net
67,438

 
33,242

Goodwill
110,250

 
91,964

Other assets
1,015

 
590

Deferred income taxes
28,295

 

Total assets
$
901,743

 
$
834,100

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
13,936

 
$
15,971

Accrued expenses
43,287

 
53,769

Income taxes payable
3,696

 
763

Business acquisition liabilities, current
4,888

 
12,188

Total current liabilities
65,807

 
82,691

Business acquisition liabilities, net of current portion
15,020

 
21,126

Deferred income taxes
9,013

 
13,260

Other liabilities
1,784

 
1,699

Total liabilities
91,624

 
118,776

Commitments and contingencies
 
 
 
Equity:
 
 
 
Common stock; $0.001 par value. Authorized 785,000 shares; issued and outstanding 95,806 and 95,320 shares at September 30, 2016 and December 31, 2015, respectively
96

 
95

Additional paid-in capital
207,182

 
192,629

Accumulated other comprehensive loss
(1,760
)
 
(1,958
)
Retained earnings
604,601

 
524,558

Total equity
810,119

 
715,324

Total liabilities and equity
$
901,743

 
$
834,100






GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
Nine Months Ended
(In thousands)
September 30,
2016
 
September 30,
2015
Cash flows from operating activities:
 
 
 
Net income
$
80,043

 
$
75,183

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
21,536

 
17,669

Amortization of premium on marketable securities
3,067

 
2,352

Write-down for excess and obsolete inventories
6,919

 
7,122

Stock-based compensation expense
8,437

 
6,935

Excess tax benefit related to nonqualified stock options
(1,484
)
 
(1,973
)
Allowance for doubtful accounts
320

 
957

Change in deferred income taxes
(1,356
)
 
(4,115
)
(Increase)/decrease in:
 
 
 
Restricted cash
25,642

 
(2,015
)
Accounts receivable
3,111

 
(3,468
)
Inventories
(6,609
)
 
(16,998
)
Prepaid expenses and other assets
7,332

 
(1,368
)
Increase/(decrease) in:
 
 
 
Accounts payable
(3,426
)
 
(2,812
)
Accounts payable to related-party

 
(5,359
)
Accrued expenses and other liabilities
(30,178
)
 
6,042

Income taxes payable/receivable
6,643

 
(275
)
Net cash provided by operating activities
119,997

 
77,877

 
 
 
 
Cash flows from investing activities:
 
 
 
Purchases of marketable securities
(223,623
)
 
(207,407
)
Maturities of marketable securities
211,138

 
131,318

Sales of marketable securities
47,109

 
46,064

Purchases of property and equipment
(26,701
)
 
(36,606
)
Issuance of note receivable
(25,000
)
 

Acquisition of businesses, net of cash acquired
(76,068
)
 
(48,513
)
Net cash used in investing activities
(93,145
)
 
(115,144
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Payment of business acquisition liabilities
(400
)
 
(900
)
Proceeds from exercise of stock options
4,428

 
4,313

Excess tax benefit related to nonqualified stock options
1,484

 
1,973

Net cash provided by financing activities
5,512

 
5,386

 
 
 
 
Effect of foreign exchange rate on cash
(2,324
)
 
117

 
 
 
 
Net decrease in cash and cash equivalents
30,040

 
(31,764
)
Cash and cash equivalents, beginning of period
60,152

 
82,265

Cash and cash equivalents, end of period
$
90,192

 
$
50,501

 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
Interest paid
23

 
9

Income taxes paid
$
37,009

 
$
45,955






Supplemental Financial Information

Sales by Geographic Area:
(Unaudited)
Three Months Ended
 
Nine Months Ended
(In thousands)
September 30,
2016
 
September 30,
2015
 
September 30,
2016
 
September 30,
2015
United States
$
120,473

 
$
125,670

 
$
372,749

 
$
367,140

International
15,178

 
11,322

 
39,655

 
35,026

Total sales
$
135,651

 
$
136,992

 
$
412,404

 
$
402,166

 
Sales by Product Category:
(Unaudited)
Three Months Ended
 
Nine Months Ended
(In thousands)
September 30,
2016
 
September 30,
2015
 
September 30,
2016
 
September 30,
2015
Innovative Fusion
$
68,498

 
$
72,490

 
$
207,985

 
$
214,431

Disruptive Technology
67,153

 
64,502

 
204,419

 
187,735

Total sales
$
135,651

 
$
136,992

 
$
412,404

 
$
402,166

Liquidity and Capital Resources:
(Unaudited)
September 30,
2016
 
December 31,
2015
(In thousands)
 
 
 
Cash and cash equivalents
$
90,192

 
$
60,152

Short-term marketable securities
167,727

 
220,877

Long-term marketable securities
64,451

 
48,762

Total cash, cash equivalents and marketable securities
$
322,370

 
$
329,791

 
 
 
 
Available borrowing capacity under revolving credit facility
50,000

 
50,000

Working capital
$
412,403

 
$
462,108






The following tables reconcile GAAP to Non-GAAP financial measures.
Non-GAAP Adjusted EBITDA Reconciliation Table:
(Unaudited)
Three Months Ended
 
Nine Months Ended
(In thousands, except percentages)
September 30,
2016
 
September 30,
2015
 
September 30,
2016
 
September 30,
2015
Net income
$
26,227

 
$
26,481

 
$
80,043

 
$
75,183

Interest income, net
(795
)
 
(342
)
 
(1,893
)
 
(898
)
Provision for income taxes
12,628

 
14,447

 
40,759

 
41,389

Depreciation and amortization
7,838

 
6,090

 
21,536

 
17,669

EBITDA
45,898

 
46,676

 
140,445

 
133,343

Stock-based compensation expense
2,747

 
2,266

 
8,437

 
6,935

Provision for litigation

 
27

 
3,056

 
433

Acquisition related costs, COGS
304

 

 
304

 
225

Acquisition related costs
1,192

 
1,550

 
1,347

 
2,864

Adjusted EBITDA
$
50,141

 
$
50,519

 
$
153,589

 
$
143,800

 
 
 
 
 
 
 
 
Net income as a percentage of sales
19.3
%
 
19.3
%
 
19.4
%
 
18.7
%
Adjusted EBITDA as a percentage of sales
37.0
%
 
36.9
%
 
37.2
%
 
35.8
%

Non-GAAP Net Income Reconciliation Table:
(Unaudited)
Three Months Ended
 
Nine Months Ended
(In thousands)
September 30,
2016
 
September 30,
2015
 
September 30,
2016
 
September 30,
2015
Net income
$
26,227

 
$
26,481

 
$
80,043

 
$
75,183

Provision for litigation

 
27

 
3,056

 
433

Amortization of intangibles
884

 
393

 
1,673

 
1,172

Acquisition related items
1,496

 
1,550

 
1,651

 
3,089

Tax effect of adjusting items
(776
)
 
(784
)
 
(2,112
)
 
(1,676
)
Non-GAAP net income
$
27,831

 
$
27,667

 
$
84,311

 
$
78,201

Non-GAAP Diluted Earnings Per Share Reconciliation Table:
(Unaudited)
Three Months Ended
 
Nine Months Ended
(Per share amounts)
September 30,
2016
 
September 30,
2015
 
September 30,
2016
 
September 30,
2015
Diluted earnings per share, as reported
$
0.27

 
$
0.28

 
$
0.83

 
$
0.78

Provision for litigation

 

 
0.03

 

Amortization of intangibles
0.01

 

 
0.02

 
0.01

Acquisition related items
0.02

 
0.02

 
0.02

 
0.03

Tax effect of adjusting items
(0.01
)
 
(0.01
)
 
(0.02
)
 
(0.02
)
Non-GAAP diluted earnings per share*
$
0.29

 
$
0.29

 
$
0.87

 
$
0.81

* amounts might not add due to rounding
 
 
 
 
 
 
 





Non-GAAP Free Cash Flow Reconciliation Table:
(Unaudited)
Three Months Ended
 
Nine Months Ended
(In thousands)
September 30,
2016
 
September 30,
2015
 
September 30,
2016
 
September 30,
2015
Net cash provided by operating activities
$
41,934

 
$
30,046

 
$
119,997

 
$
77,877

Adjustment for impact of restricted cash
(10,758
)
 
703

 
(25,642
)
 
2,015

Purchases of property and equipment
(6,559
)
 
(11,480
)
 
(26,701
)
 
(36,606
)
Non-GAAP free cash flow
$
24,617

 
$
19,269

 
$
67,654

 
$
43,286

Non-GAAP Sales on a Constant Currency Basis Comparative Table:
(Unaudited)
Three Months Ended
 
Reported Growth
 
Currency Impact on Current Period
 
Constant Currency Growth
(In thousands, except percentages)
September 30,
2016
 
September 30,
2015
 
 
 
United States
$
120,473

 
$
125,670

 
(4.1
)%
 

 
(4.1
)%
International
15,178

 
11,322

 
34.1
%
 
$
(445
)
 
38.0
%
Total sales
$
135,651

 
$
136,992

 
(1.0
)%
 
$
(445
)
 
(0.7
)%
(Unaudited)
Nine Months Ended
 
Reported Growth
 
Currency Impact on Current Period
 
Constant Currency Growth
(In thousands, except percentages)
September 30,
2016
 
September 30,
2015
 
 
 
United States
$
372,749

 
$
367,140

 
1.5
%
 

 
1.5
%
International
39,655

 
35,026

 
13.2
%
 
$
(1,268
)
 
16.8
%
Total sales
$
412,404

 
$
402,166

 
2.5
%
 
$
(1,268
)
 
2.9
%

Contact:
Daniel Scavilla
Senior Vice President, Chief Financial Officer
Phone: (610) 930-1800
Email:     investors@globusmedical.com
www.globusmedical.com