Globus Medical Inc

NYSE:GMED

Earnings Call Analysis

Globus Q3 Surge Driven by NuVasive Merger

In Q3 2023, Globus generated $383.6 million in revenue, marking a 51% surge, backed by legacy operations and the NuVasive merger. U.S. sales contributed $309.3 million, a 42.5% incline, while international revenue doubled to $74.3 million. Despite merger expenses, net income was $997,000, with a non-GAAP net income rise to $65.5 million. Adjusted EBITDA stood at 29.4%, while free cash flow reached $29 million. The new 2023 revenue guidance is set at $1.55 billion, implying a 51.5% year-over-year growth; non-GAAP EPS guidance is steady at $2.30 per share. Synergy savings are projected to be $170 million over three years beginning in 2024.

Company Vision and Technological Commitment

The company is focusing on creating an ecosystem that seamlessly communicates and can scale over time, positioning itself to surpass competitors that offer patchwork solutions. This strategy is seen as a way to address unmet clinical needs and shape procedural solutions, and the firm is determined to leverage its resources optimally to realize its potential.

Financial Performance Highlights

The third quarter reported a 51% revenue growth, reaching $383.6 million, with net income affected by merger costs, resulting in a non-GAAP net income of $65.5 million. The U.S. market contributed with a 42.5% increase in revenue, while international sectors experienced a remarkable 100.2% growth. The gross profit margin dipped to 64.7% due to merger-related inventory step-up amortization, prompting the introduction of an adjusted gross profit metric of 69.7%. Research and development expenses rose to 7.6% of sales, while SG&A expenses comprised 40.7% of sales.

Merger Integration and Cost Synergy

The integration of NuVasive is ongoing with a deliberate and aggressive approach to achieve commercial success and internal efficiencies. Cost synergy savings are targeted at $170 million over three years, though the realization timeline has been pushed to start in fiscal 2024 due to regulatory delays. The synergy focus areas include operations and spending controls, with the expectation that these initiatives will predominantly impact the legacy NuVasive business.

Liquidity and Capital Allocation

The company has secured a new 5-year unsecured $400 million credit line with an expansion option of $100 million. With $744.9 million in cash, cash equivalents, and marketable securities, the company indicates strong liquidity and intends to maintain its capital investment priorities, including $350 million additional authorization for share repurchases.

2023 Financial Guidance

The company has updated its full-year 2023 revenue guidance to $1.55 billion, equating to a 51.5% year-over-year growth and pro forma revenue of $2.377 billion, which is a 6.9% increase over the previous year. Despite this growth, the non-GAAP EPS guidance remains at $2.30 per share due to an increase in share count following the merger.

Synergy Costs and Share Repurchase Plan

With an aggressive share repurchase program, the company plans to utilize its cash reserves effectively, funding up to $500.8 million in buybacks. To achieve the anticipated cost synergies, the company expects to spend $0.50 for every dollar of synergy over the three-year period.

Earnings Call Transcript 2023-Q3

[Operator]

Thank you for standing by, and welcome to the Globus Medical Third Quarter 2023 Earnings Call. [Operator Instructions]

I will now turn the call over to Brian Kearns, Senior Vice President of Business Development and Investor Relations. Mr. Kearns, please go ahead.

[Brian Kearns, executive]

Thank you, Leeway, and thank you, everyone, for being with us today. Joining today's call for Globus Medical will be Dan Scavilla, President and CEO; and Keith Pfeil, Chief Financial Officer. This review is being made available via webcast accessible through Investor Relations section of the Globus Medical website at www.globusmedical.com. .

Before we begin, let me remind that some of the statements made during this review are or may be considered forward-looking statements. Our Form 10-K for the 2022 fiscal year and our subsequent filings with the Securities and Exchange Commission identify certain factors that could cause our actual results to differ materially from those projected in any forward-looking statements made today.

Our SEC filings, including the 10-K, are available on our website. We do not undertake to update any forward-looking statements as a result of new information or future events or developments. Our discussion today will also include certain financial measures that are not calculated in accordance with Generally Accepted Accounting Principles or GAAP.

We believe these non-GAAP financial measures provide additional information pertinent to our business performance. These non-GAAP financial measures should not be considered replacements for and should be read together with the most directly comparable GAAP financial measures. Reconciliations to the most directly comparable GAAP measures are available on the schedules accompanying the press release and on the Investor Relations section of the Globus Medical website.

With that, I'll turn the call over to Dan Scavilla, our President and CEO.

[Daniel Scavilla, executive]

Thanks, Brian, and good afternoon, everyone. This quarter's earnings release will have a different format than our usual approach. On September 1, after clearing the FTC second request time frame, we executed the Globus NuVasive merger. With the timing of this event, we have a full third quarter revenue and financials for Globus, combined with the month of September only for NuVasive revenue and financials.

For this quarter and possibly the next, we'll share total financial results and comment on stand-alone Globus and stand-alone NuVasive to show how these businesses are performing. However, as we move into 2024 as 1 company with 1 focus, we're not planning on providing stand-alone company information.

For Q3, we delivered record sales of $384 million, a day adjusted growth of 53% or $130 million versus Q3 2022, reflecting 3 months of Globus and 1 month of NuVasive sales. Non-GAAP EPS was $0.57, up $0.15, and cash flow remains strong with $29 million or 38% increase from prior year.

Adjusted EBITDA for the quarter was 29%. Globus stand-alone sales for Q3 were $281 million, increasing $27 million or 12% on a day adjusted growth versus prior year, delivering an adjusted EBITDA of 32%. Sales were driven by the continued above-market growth of 8% in the U.S. versus prior year and increasing momentum internationally with 25% growth include significant gains in Japan.

Enabling Technologies sales remain strong with 10% growth and over 59,000 procedures performed to date. Trauma achieved its 15th consecutive quarterly record, adding 53% annual growth or 12% sequentially. The foundation remains strong, and I'm proud of the GM team delivering solid growth and profitability as we enter into our combined future with NuVa. NuVasive stand-alone sales for the month of September were $102 million, down 2% primarily driven by 1 less selling day in the U.S. combined with a onetime 2022 credit not repeated in 2023 for U.S. Spine.

NuVasive clinical services and Pulse sales were lower versus prior year, partially offset by continued strength in international and NuVasive Specialty Orthopedics or NSO. Pulse sales have been impacted by customer uncertainty with the merger, while international remains focused on continued market penetration and NSO on market reentry of key technology.

I'm seeing the incredible talent we have with our new teammates from NuVasive, and I'm excited to join forces as we focus on gaining momentum throughout our businesses. In Q3, we launched Hydrone, our interior 3D printed interbody fusion device and Strato wiring system for trauma. Year-to-date, we've launched 9 products and plan to launch several more new products by the end of the year.

Our product pipeline is full and further enhanced by what is being developed in San Diego, setting the stage for a record year of product introductions in 2024. Over the next few months, we'll be adding to our best-in-class expandable portfolio, new offerings, including E-hub Navigation system to provide seamless navigation when combined with our E3D system, and expansion of the precise trauma nailing system.

Moving into integration status and starting with the deal rationale. Both companies recognized that a combination of Globus and NuVasive would create a leading world class organization. The global scale and expanded customer reach with minimal sales force overlap, combined with a comprehensive and innovative portfolio in spine, enabling tech and orthopedics positions us well for long-term sustained growth.

Combining our product development strength, focused on rapid development of innovative solutions to address unmet clinical needs of our surgeons and their patients while continuing to focus on surgeon education and research will help us shape solutions through the continuum of care as we bring procedural solutions into the marketplace.

Investing in our complementary operational footprint will allow rapid expansion of in-house capabilities to support commercial growth and drive cost savings. Our financial discipline provides the ability to redirect investments into key growth areas while improving combined profitability and cash flow.

With the unblinded data available to us after September 1, we were able to move from integration planning into execution focused on our combination of sales forces. The actual surgeon overlap is better than we projected, both domestically and internationally, falling below the 5% we shared previously, which helps in defining territories and reducing overlap. We're completing and communicating our U.S. commercial structure currently. Newly formed teams are beginning to develop 2024 action plans, cross-training and account building as they complete the busy Q4 season and prepare for launching into the new year.

International is also progressing well with regional and market leadership defined. We're completing international territories in November with cross-training planned in December. Overall, I'm pleased with our work here and look forward to completing this shortly as we get -- as we set the stage for the new year.

We're also receiving significant inbound interest from competitive sales professionals who are seeing the opportunity to carry a bag second to none. The combined company will be a destination of choice for sales personnel who cherish an incredible product portfolio, financial security and longevity. To date, we've seen some smaller sales dissynergies, but these still fall well within our projected estimates provided in the S4.

One of the immediate benefits of the combination is our ability to cross-sell our existing portfolios. We made significant investments in key product sets earlier this year and are poised to begin cross-selling as early as next quarter, expanding it over time as we get more sets completed. Surgeons will soon start gaining access to our broader expandable offerings, 3D printed interbody portfolio, cervical disc, robotic prone lateral system, EGPS E3D and neuromonitoring solutions, improved retractors, Magic and the precise family of limb-lengthening products.

We also made significant investments in long lead time components and manufacturing resources to scale up our enabling tech capacity, and we're increasing production output now in preparation for increased demand. For implants and instrumentation, we're not rationalizing the product offerings as part of our synergy targets.

We believe our surgeons should have their choice of products and will, over time, shape our future portfolio offering. Our financial discipline gives us the ability to continue to keep these products available without negative impacts while continuing to innovate future offerings. In our product development innovation engines, we will carry forward our rich histories of rapid development and launch to remain an industry thought leader.

Working with our surgeon partners to address unmet clinical needs from pioneering the XLIF procedure that is now gold standard of lateral surgery, market-leading expandable cage technology, the best supply robot and the most advanced interoperative CT imaging. We are working to create surgical proceduralization of all case spine procedures, combining with enabling technology to create the standard of care across all of spine.

Our intellectual property portfolio has been #1 in the spinal industry for the last decade, and we are committed to further expanding this lead, especially in the enabling tech arenas as we continue to be at the forefront of imaging, navigation and robotics. We remain committed to continuing all-in progress projects on both sides and expect to have a core PD hub on the West Coast.

We brought together significant resources to enhance our surgeon easement program from adding scientific affairs, increasing research and clinical investments, adding strong talent to our professional affairs team, coordinating education programs and enhancing our presence in teaching institutions.

In addition, we've added NuVasive marketing and communication teams. We're well poised to increase our impact with surgeons and further strengthen how we interact with them in all aspects of our business. The complementary fit of our operations remains a strength of the merger. Our strong financial position will allow us to expand investments in West Carrollton production facility to support our inventory needs.

The Memphis distribution center is expected to support global distribution for the combined organization. We will continue to invest in high-tech manufacturing equipment for our implants, instrumentation enabling tech production capabilities. We're currently working to consolidate volumes and orders with third-party lenders to accelerate delivery times and drive cost savings.

Synergy targets have been refined and communicated to functional leads who are planning out actions for the next several years, focused on out-of-pocket spending and prioritizing investments to match our future growth plans. Organizational designs are in progress with planned to roll out in the beginning of 2024.

As we've said before, this is not a slash-and-burn exercise. The acquisition payback is not driven by deep spending cuts, and we're not racing to impress the market with a quarterly flash. We remain focused on long-term sustained growth and not making cuts that impact our strengths.

I want to conclude by sharing a recent event that reminded me of who we are. As part of the integration, we sent a group of former NUVA teammates to visit our enabling tech facility regarding the number of employees focused on the marketed products, the short-term developed launches and the long-term game changers, along with the building square footage we have invested in, supporting enabling tech.

This increased their realization that an ecosystem designed and built from the ground up to seamlessly communicate with each other with options to expand functionality over time is positioned to outperform patch work to market alternatives. We will continue to accelerate and increase our investment in this space and place these offerings through our expanded commercial team as part of addressing unmet clinical needs and shaping procedural solutions.

I believe the potential for Globus has never been greater. It's up to us to harness our resources and shape the future of our market. We have at our fingertips, everything we need to realize this. I will now turn the call over to Keith.

[Keith Pfeil, executive]

Thanks, Dan, and good afternoon, everyone. As Dan alluded to in his prior comments, our discussion today will have a different feel as compared to our earlier calls. The resulting impact of the September 1 merger completion with NuVasive is such that my discussion on our results will seek to identify the underlying legacy Globus Medical results as well as the contributions from the inclusion of NuVasive financial information. .

I ask everyone to remember that our Q3 2023 results include 3 months of legacy Globus financial information and 1 month of NuVasive, reflective of the September 1 merger closing date. My comments today will seek to provide insights into our quarterly business performance, insights into our capital allocation priorities, early insights into integration and synergy tracking as well as views on overall guidance for the remainder of the year.

As I move through my discussion this afternoon, I will first comment on our as-reported results, providing insights into the legacy Globus business as well as high-level comments on the contributions from NuVasive on an as-reported basis. All information is done so based on Globus accounting policies and is consistently applied in the as-reported results from legacy Globus and legacy NuVasive.

We are extremely pleased with our third quarter results, both with and without the impact of NuVasive. Our sales results clearly demonstrate that we are still driving market share growth. Third quarter revenue was $383.6 million, growing 51% on an as-reported basis and 50.3% on a constant currency basis as compared to the third quarter of 2022. The day adjusted sales growth was 52.9% with 1 less selling day in Q3 '23 versus Q3 '22. Net income in the third quarter of 2023 was $997,000 reflective of merger and acquisition-related costs due to the September 1 merger completion with NuVasive.

Non-GAAP net income was $65.5 million compared to $50.3 million in the prior year quarter, $0.57 of fully diluted non-GAAP earnings per share. Our fully diluted non-GAAP EPS was 14.7% versus the prior year quarter despite our diluted share count growing by 13.7% versus Q2 of '23 and to 115.2 million fully diluted shares.

Adjusted EBITDA was 29.4%, and we generated $29 million of free cash flow during the quarter. Our legacy Globus business adjusted EBITDA 31.6% while legacy Globus free cash flow was $26 million. Delving into revenue further. Our third quarter net sales of $383.6 million reflect legacy Globus sales totaling $81.2 million growing 10.7% as reported compared to the prior year. Legacy Globus musculoskeletal revenue was $254.7 million, growing 10.7% as reported.

Legacy Globus Enabling Technologies revenue was $26.5 million, growing 10.2% as reported. NuVasive contributed $102.4 million of revenue during the quarter, inclusive of $92.8 million of musculoskeletal revenue, $8.5 million of neuromonitoring revenue and $1.1 million of Enabling Technologies revenue.

U.S. revenue during the third quarter of 2023 was $309.3 million, growing 42.5% as reported. Legacy Globus U.S. revenue during the third quarter of 2023 was $234.7 million, growing 8.1% versus the prior year quarter. Our legacy Globus business continues to drive share growth across its U.S. spine and trauma portfolios, while our Enabling Technologies business is benefiting from the continued uptake of our systems, namely EGPS and E3D.

Q3 international revenue was $74.3 million, growing 100.2% as reported and 96% on a constant currency basis. International revenue for the legacy Globus business was $46.6 million, growing 25.5% as reported compared to the prior year quarter. The continued strong growth from our international business was driven by further penetration of our focus countries, including Australia, Italy, Belgium, Poland, Austria and Ireland.

Shifting to NuVasive. Stand-alone September 2023 results totaled $102.4 million, which was $2.5 million or 2.4% lower as compared to the prior year month. This is driven by 1 less selling day in the month of September as well as a $2.7 million nonrepeating credit in the prior year, which did not repeat in the current year.

Gross profit in the third quarter was 64.7% compared to 74.2% in the prior year quarter and is inclusive of the mix impacts from NuVasive as well as $19 million of inventory step-up amortization related to the merger. Given the impact of step-up amortization on GAAP results, we are introducing an adjusted gross profit metric to better provide comparability with operating results.

Adjusted gross profit was 69.7% compared to 74.2% in the prior year quarter. Looking ahead, we expect step-up amortization to enact GAAP gross profit for at least the next full fiscal quarters, thus we plan to report on this metric move more during this time.

Legacy Globus GAAP and adjusted gross profit was 73.9%, essentially in line to the 74.2% in the prior year quarter, with the slight decline being driven by primarily higher inventory obsolescence reserves and write-off expenses. NuVasive adjusted gross profit was $59.4 million or 58% in the quarter.

On a pro forma basis, NuVasive gross profit of 58% in September 2023 compared to 62% in the prior year month reflected primarily of higher depreciation expenses and operational spending. Q3 research and development expenses were $29.3 million or 7.6% of sales compared to $18.7 million or 7.4% of sales in the prior year quarter.

Legacy Globus R&D expenses totaled $20.4 million or 7.3% of sales compared to the prior year quarter of 7.4%. The growth in legacy Globus R&D spending is reflective of additional headcount, primarily within our Spine and Enabling Technologies businesses, which is in line with our expectations.

Our consolidated R&D expense of $29.3 million includes $8.9 million of R&D expense from NuVasive, which equates to 8.7% of sales based on the $102.4 million of revenue contributed from NuVasive during our fiscal third quarter.

The September 2023 NuVasive R&D expense of $8.9 million or 8.7% of sales compared to September 2022 R&D expense of $7.5 million or 7.1% of sales. The increase in pro forma NuVasive R&D expense in 2023 is primarily the result of adopting Globus accounting policies specifically that internal labor and third-party consulting expenses are treated as period costs and not capitalized on the balance sheet and ultimately amortized.

SG&A expenses for the third quarter were $156.2 million or 40.7% of sales compared to $106.6 million or 41.9% of sales in the third quarter of the prior year. Legacy Globus SG&A expenses were $118.7 million or 42.2%. The increased spending is primarily reflective of additional sales compensation costs from higher volume, higher benefit costs and some additional bad debt expenses.

NuVasive contributed $37.5 million of SG&A expenses in the quarter or 36.6% of sales. Turning our attention to cash and liquidity. As part of the merger closing on September 1, Globus has paid off the outstanding NuVasive line of credit balance and subsequently terminated the former NuVasive line of credit.

The total amount paid was $420.8 million. In addition to the line of credit, Globus also assumed the 0.375% senior convertible notes due in 2025, which have a principal balance of $450 million. Our current intent for these notes is to remain part of our capital structure until they are due to be settled in March 2025.

During the month of September 2023, we entered into a new 5-year unsecured $400 million syndicated line of credit agreement. At our request, this line of credit has the ability to flex up to $100 million if needed. As of September 30, 2023, we have not borrowed under this credit facility and fully expect this credit facility to provide sufficient additional liquidity, if needed.

Cash, cash equivalents and marketable securities were $744.9 million at September 30. Our net cash defined as total cash, cash equivalents and marketable securities less debt was $335.2 million at September 30. Shifting to cash flow. Our net cash provided by operating activities was $50.4 million and free cash flow was $28.9 million for the third quarter of 2023. Net cash provided by operating activities for the 9 months ended was $138.8 million, and free cash flow was $83.4 million.

Our capital allocation priorities remain unchanged. Our primary use of capital will be to fund internal investment and drive complementary M&A. Our share repurchase program will remain an integral part of our capital allocation priorities. However, we will continue to focus our primary use of capital on driving investments for long-term growth.

During the quarter, our Board of Directors authorized an additional $350 million to be used to fund share repurchases, bringing the total amount authorized to $500.8 million. The company will utilize its cash reserves to fund share repurchases.

Turning our attention to integration. Dan provided a detailed update in his earlier comments, However, I'd like to add a few comments in addition to his prepared remarks. We are actively working to integrate the business and are laser-focused on the key activities that will help drive commercial success and generate internal efficiencies. Our integration activities are deliberate and aggressive. We want to go fast, maximize our ability to generate value. However, we are taking the time to understand different processes and approaches as we bring the 2 organizations together.

Our Globus culture is 1 where we will seek to move and drive actions, which lead to swift decision making. When we announced the deal earlier in 2023, earlier in 2023, we commented on generating $170 million in cost synergy savings over 3 years. Internal synergy targets have been defined, and the team is actively taking steps to achieve the savings previously stated.

Given the delay in our merger closing with the FTC second request process, we now expect our synergy targets to push out to 2024. As such, we still expect to generate the $170 million in synergies as previously communicated, However, this will begin with the 2024 fiscal year and will be realized over 3 years with 40% in year 1, 70% in year 2; and 100% by year 3.

The realization of synergies will come predominantly from the legacy NuVasive business and will be across most facets of the business with the exception of the commercial portion of the business. The primary areas of focus are, A operations, B, spending, specifically more stringent spending controls as well as see the elimination of redundant costs.

Our operational synergies will focus on manufacturing insourcing, renegotiating supplier and raw material contracts and enhanced controls around capital expenditures. Spending controls will seek to eliminate or greatly reduce third-party spending, while further centralizing decision-making around cash and cash expenditures.

Cost reductions will occur in a manner that allows us to deliver best-in-class service to our internal organization while setting the business up for success through greater cash and profitability. As Dan stated earlier, we do not need a slash-and-burn exercise to drive success. We seek to institute a more disciplined approach to spending and investment moving ahead to drive greater value creation. Shifting attention to guidance.

The company is updating its financial guidance for 2023. We expect our full year 2023 revenue guidance to be $1.55 billion, representing 51.5% growth over the prior year. Our non-GAAP EPS guidance remains unchanged at $2.30 per share. However, it is important to note that our full year share count will increase as a result of the merger and the 0.75 exchange ratio of Globus shares for each former NuVasive share.

On a pro forma basis, assuming Globus and NuVasive were together on January 1, 2023, our $1.55 billion revised guidance for revenue implies full year pro forma revenue of $2.377 billion or 6.9% growth over the prior year 2022 combined revenues of Globus and NuVasive, which was $2.225 billion.

I also point out that our revised revenue guidance of $2.377 billion is in line with the Globus Management combined stand-alone revenue estimate of $2.361 billion, as reflected in our S-4 document. 2023 has been a year of dramatic change for Globus as well as the larger spine industry. Our merger with NuVasive brings together 2 industry powerhouses to our patients, we will remain focused on improving your outcomes by bringing a best-in-class product portfolio to market. The combined resources will drive future innovation to solve unmet clinical needs.

To our surgeons, we will continue to expand our product offerings and drive procedural improvements with our implants and enabling technologies. We will leverage the talent of both organizations and remain committed to global surgeon education and research.

To our employees, we will drive passion and a shared commitment to patient-focused innovation. Specific to our commercial team, we will bring us together in a manner that drives success for the organization and for you. Remember that you have access to the best products in the market and you will be someplace where the innovation engine keeps running, giving you new and exciting things to discuss with your customers.

To our shareholders, we will remain focused on driving innovation and investing for the long term, taking our Globus approach to advance patient care while maintaining operational excellence and a focused, disciplined approach to cost containment, driving expanded profitability.

We couldn't be more excited with where we are. There's still a lot of work to do. However, we have a team capable of executing the integration and truly separating ourselves from the competition. As always, thank you to the Globus team, including our newest team members from NuVasive as we continue our pursuit for excellence the best to come. We will now open the call for questions.

[Operator]

[Operator Instructions] Your first question comes from the line of Matt Miksic of Barclays.

[Matthew Miksic, analyst]

Can you hear me okay?

[Daniel Scavilla, executive]

Yes. .

[Matthew Miksic, analyst]

Great. Well, congrats on a solid start here to the new company. Maybe first, I think we'd love to hear about what kinds of things were sort of positive surprises to you as you sort of like wrapped up this quarter and head into the end of the year in terms of momentum or dissynergies or lack thereof? And then maybe what are some of the areas where you feel you need to maybe work a little harder and focus areas maybe then I have 1 follow-up.

[Daniel Scavilla, executive]

Thanks, Matt. It's Dan. I'll start with that. Truthfully, a lot of positive things. And you're right, like anything when you come in to the size things are working, some things are not. So it's not all sunshine. It's a lot of hard work. But with the positive things, it really is going to get back down to the people and the fit. I know that everyone goes to extremes to talk about different cultures, but I'm going to go back and say the more I work with everybody. The more I see how much we have in common versus a part.

I really think that's big. The rates and the depth at which I see the teams working together, whether it be U.S. commercial or international, commercial, or even all the support teams, it really is amazing. I think that they're positive more than anything. Areas of harder focus. Look, we're creating a great deal of disruption and then that creates some uncertainty and there are some folks that are looking to get answers faster.

So what I'd like to do is move at a faster pace. I know we're moving quickly. But the sooner we can move and create a steady state and get back into the stronger growth that we're poised to do all the better. So for me, it's about keep moving forward, make the tough decisions and get into the steady state at a faster pace.

[Matthew Miksic, analyst]

That's great. So follow-up on the cost side. Maybe you reminded, I know there's a number of cost avoidance opportunities for you and a combined organization distribution, there's obviously, as you talked about, is leverage opportunity of existing facilities to do ramp up in sourcing and things like that.

Just remind us maybe specifically what's included and what's excluded in that $170 million target? I have lots of follow-ups, but I'll just stop there and pass it back to you guys and the rest of the group.

[Keith Pfeil, executive]

Sure, Matt. Great question. This is Keith talking. As we think about the $170 million, it's going to touch on a couple of things. It's going to touch on manufacturing and product in-sourcing. I might say that we have the ability to positively impact gross margin on a combined basis going forward. That's really going to be achieved by bringing products from the outside in, getting more efficient with our spending.

From a distribution perspective, we believe that there's efficiencies to be gained. NuVasive has a facility in Memphis. We think that we could further leverage that facility to drive distribution for both companies moving forward. So that's included in the $170 million. And then on top of that, is redundant costs that you primarily find in SG&A and focused approaches to taking a more discerning look at cash spending.

That's what's contemplated in $170 million. As we've closed this merger and are looking forward, we feel confident about $170 million. And at this point, it ties back to Dan's earlier comments that we're finalizing org design. We're really going to be rolling things out as we get into 2024.

[Operator]

Your next question comes from the line Shagun Singh of RBC.

[Shagun Singh Chadha, analyst]

Congratulations on the combined entity. I'm sorry for any background noise here. I was just wondering if you can help us with the framework for 2024, how should we think about top line growth? What are you assuming initially for maybe this synergy? Is mid-single-digit growth the right target, I think, on a combined basis, you guys called out 6.9% for '23. And then for EBITDA, should we be in the high 20s, any comments on EPS accretion. I think last time, you had indicated plus 20% at year 1. Any puts and takes on 2024 even directionally would be really helpful.

[Keith Pfeil, executive]

Thanks, again. We're very limited on the information we're going to provide for 2024 at this time. I would reference folks back to the S-4 document. We still feel positive that this could be EPS accretive in year 1. So we feel good about that. But as time passes and we get closer to providing initial insights into '24 in early January, we'll have more color then.

[Daniel Scavilla, executive]

I'll just add to that, too, that with Keith and the team and the projections they put out in the S-4, we're not anticipating making any material moves off of that at this point. We certainly have 1 month under our belt in a whole quarter to go, but feel positive that we're in the right direction and have shared that earlier with our recent -- with our submissions.

[Shagun Singh Chadha, analyst]

Got it. And then I was just wondering if you can elaborate a little bit more on sales force integration plan, how you're thinking about territories. Obviously, that has been kind of a sticking point for for a lot of previous mergers, but we do think this is different. So maybe you can elaborate on sales force integration and how you think about that.

[Daniel Scavilla, executive]

You've got it, and I'll take that for you. So we'll go down into 2 areas, obviously, being U.S. and international with that. And remember what we've called out and have been calling out is we felt that there is a small amount of overlap.

And what we're singling is with the actual data, that's proven correct and better than we anticipated. And remember, we're not a 20-share company and a 20-share company coming together and bumping in. Both of us were in that range of, say, 7% to 9% of market share in the U.S.

So it did naturally leave a lot of room for us to move around and grow without redundancy. What I would tell you is throughout the world, we really did well with the existing management team with very small changes, and our intent is and to date has been to keep all reps. Like I said, we don't see any reason why we would have to shift or change from that.

Even with our distributor partners, the message is clear. We want to go forward with you and work with you on that. And to date, we've been lucky with that. Unlike other acquisitions of the past, where we have less redundancy and the chance therefore, to grow and focus faster.

[Operator]

Your next question comes from the line of Vik Chopra of Wells Fargo.

[Vikramjeet Chopra, analyst]

Congrats on the deal flows. So two for me. I guess on the first one, maybe on the guidance, you provided the top line guidance, which you increased as a result of NuVasive, but you get EPS the same at $2.30. Maybe just talk about why the EPS guide is not being raised for deal close? And then I just have 1 follow-up, please.

[Keith Pfeil, executive]

Yes, sure. Thanks, Vic. This is Keith. Really, the primary driver of that is you have to remember the share count is increasing. So we had, give or take, 102 million shares coming into -- or coming out of the second quarter. That grew to about 115 million here in Q3, and that will grow to about 140 million in Q4. So your share count is really growing there, and that's really the driver of keeping up to 2.30.

[Vikramjeet Chopra, analyst]

Okay. Great. And then I was just wondering on the hiring trends, maybe talk about what the hiring trends were like in Q3 heading into Q4? And how you see your recruiting and retention efforts shaking out given the deal close?

[Daniel Scavilla, executive]

Thanks, Vik. No, no problem. So admittedly, we obviously went a bit slower in the third quarter, even though we are getting a lot of activity with competitive reps, but just making sure that we fleshed out where our territories would be and what we're doing. We're on the tail end of that now, which is good news for us as we move forward. .

And so we're going back as we enter into the fourth quarter, ramping up competitive recruiting, been very active with it. And like I said, now that we really know and define the seats, we're able to see where some of those opportunities are. And I think, like I said, it was an okay third quarter intentionally a bit slower, we'll accelerate in the fourth quarter now that we've got the road map in place.

[Operator]

And your next question comes from the line of Steve Lichtman from Obenheimer.

[Steven Lichtman, analyst]

I appreciate the color on the surgeon overlap. Can you give us a sense of what the overlap is by account, which I assume would be higher than that?

[Daniel Scavilla, executive]

Steve, probably not right off the top of my head. What I would tell you is it's not materially different where you would get into because keep in mind, if you've got a surgeon, which is what you're right, we were talking about and it's there. This is okay. We'll keep the reps in both of those places. We're capable of doing that if we can support the sales.

So we're not parsing this out by account, we still keep a surgeon focus where that is. So I would certainly agree with you that, that would get up higher, but it's not going to get into the teens of an overlap or anything material that way when it really looks at it. Again, but we're more focused on the surgeon side of this than it is by a hospital or location.

[Steven Lichtman, analyst]

Okay. Got it. And Keith, again, thanks for the color on the layout of the cost synergies. What is going to be a cash outlay to achieve those synergies? And will that be about the same percentages in terms of the timing of those costs?

[Keith Pfeil, executive]

That's a great question. Our assumption is that the cost to achieve the synergy will be $0.50 on the dollar. And I would lay that out over the trajectory of the 3 years equally as I stated in my prepared statements.

[Operator]

Your next question comes from the line of Matthew O'Brien of Piper Sandler.

[Matthew O'Brien, analyst]

Starters on the enabling tech side of things, how are those early conversations going with placing a robot with Nuva. Like I appreciate the uncertainty to some weakness in sales on the Pulse side of things as well, but any color on that would be helpful.

[Daniel Scavilla, executive]

Sure, I'll take that. So let's start with the Globus enabling tech. Like I said, we've actually been working with our former NuVasive counterparts to train them on the systems, get them familiar with what we offer, understand where these things are going and create that familiarity as we start getting out to the surgeons.

We've not been pushing hard on surgeons. We have done several, but the real goal is to make sure that we have 1 team that can support this and do it in a way that's nondisruptive. So that's been representing a and it will accelerate into the fourth quarter as we get ready for next year that way. The Pulse system itself, I think there is a natural hesitancy of customers who thought we were going to pull it and get rid of it.

We've been communicating that our intent is to support it not only as is and in the field, but actually enhance it and finish up some of the in-progress ways to expand its capabilities. And we'll make sure that we take that forward in a way that they can perform the functions they want with their systems.

[Matthew O'Brien, analyst]

That's helpful. And just as a quick follow-up. Any color on upcoming pieces of the enabling tech ecosystem. How big of a deal is it to combine the legacy offering with neuromonitoring, the Nuva neuromonitoring down the road? Any idea in terms of Excelsius software updates for areas of target? And then any update to the extended reality headset?

[Daniel Scavilla, executive]

Sure. So well, you kind of hit a lot of those things. So one of the first things coming out is going to be our naphub and the instrumentation for that so that we've got the robotic navigation through GPS and now we'll come out and do the freehand navigation with our hub that we plan to put out.

A key part of that can be, as you said, the augmented reality headset. The anticipation is an approval, obviously, in 2024. I'm hesitant to give you a date, but I would tell you in midyear, possibly into third quarter is what I'm looking at, depending on what we get or push back from FDA.

So we're waiting for that through the thing. As far as one of your questions, which have I understood it correctly, we are evaluating the benefits of Pulse and neuromonitoring and seeing where it would make sense, if at all to build that capabilities into our existing enabling tech and then, in fact, blend them together. So that progress is occurring right now. We'll decide probably within next month or 2 what we think the future of that will be.

[Operator]

Your next question comes from the line of David Saxon of Needham.

[David Saxon, analyst]

Maybe I'll have a follow-up question on the integration of the sales force. I guess, how long does that take? I think you said you're doing territories in November, cross-selling in December. So what are the next steps after that? And then which, I guess, major milestones or steps in that process do you think carries the most risk?

[Daniel Scavilla, executive]

It's a great question. So we're doing it in 2 phases. The U.S., we're just finishing up territory. So we've gone from the senior leadership into the field leadership to the territory level, and we're just communicating that out and getting them together.

We're doing cross training in the fourth quarter for products and the availability for them as they form teams to obviously support each other, so that they would be active in doing that beginning in January. We're looking to do something similar internationally.

We're probably say about a month behind with that, where we have the leadership defined, we're finishing up territories probably in November, start to cross training as well in December. And I think that will probably take us into January with a little more solidity internationally in the February time frame. Rate-limiting steps, I think, are just going to be the availability of the people to get together and train without disrupting surgeon support. We're going to make sure that, that's first and foremost.

I would think one of the key milestones for us is the combination of our systems that will support the field and the replenishment and the ordering. We're working on that at a rapid pace as well. And I would think that there are the 2 items that are probably first and foremost on us to make sure we get right.

[David Saxon, analyst]

Okay. Super helpful. And then just on the knee robot, I feel like I ask about it every once in a while. So just what's the update there, especially around timing? Is that an early '24 launch? And then also, how are you from about the implant portfolio and the strategy with that on the back of the new robot launch?

[Daniel Scavilla, executive]

You're welcome. I'll answer that one as well. The new robots really progressed far. I think we're in the process of fine-tuning what we want to do for filings. I would tell you the first half of 2024 is the target. Again, remember, we're at the FDA's disposal with that.

But I would be surprised, honestly, if we didn't exit the first half of the year with that. With that, comes obviously the cementless knee, which I think will be the major player there and that is well progressing on a good pace with it. I think 2024 will start talking obviously more about the joints in total.

While I don't know if given our current size with the merger, it will be a material lift. It will be nice to actually get out the door with us, start talking about it and then see it contribute in the years after that.

[Operator]

Your next question comes from the line of Nora Whatman of Stifel.

[Unknown Analyst]

I appreciate you taking my questions. And I appreciate it's really early, but just curious if you're seeing any, call it, green shoots as we think about cross-selling and potential revenue synergies, for instance, any uptick in surgeon engagement or training from the NuVasive side? Just anything worth calling out? And I've got 1 quick follow-up.

[Daniel Scavilla, executive]

I would say that that's probably a great question. And the answer is yes. So what you're seeing is there's some great products that come together, whether it be the pedicle screw system with a different retractor are expandables with the lateral, different items like that.

So as we've talked about, when we begin coming out with 1 combined portfolio, the surgeons are excited about that. They see the ability to do that. Obviously, we need surgeons to help us cross train our reps and to help spread those around.

So you're right, we're looking to increase surgeon engagement through different paths like that. We're also being mindful as to what products are in development for the NUVA team and the GM team and looking to make sure that they come out as a complementary approach and not conflicting -- and again, working with surgeons and those development teams to do that as well.

[Unknown Analyst]

Okay. I appreciate that. And then a specific question, do you need 510(k) approvals to get the NuVasive implants on the robot? Or any help on how to think about potential time lines for when that might be available?

[Daniel Scavilla, executive]

All right. Well, listen, I would tell you that we're in the process of designing instrumentation. The implants are there. We're putting the software in place. I think we have to evaluate what that would warrant, what we're obviously going to do what's required. Some may and some may not depending on the extent of where we're going with that.

So we're in the evaluation of it. Your real question, what I'm going to answer is we're actively modifying software and making sure that there's instrumentation that allow our systems to use the NuVasive products, and that is first and foremost with the Enabling Tech, doing it in a compliant way that makes sense is what we'll do as the next step. .

[Operator]

And your next question comes from the line of Jason Wittes of ROTH.

[Jason Wittes, analyst]

I'm just curious on sales force to synergies, things like that. I know there's been quite a few questions on this for obvious reasons. But when do you guys think you have a handle on sort of where things fall? Is that after you've kind of just made our final decisions on management territories? Or is it 6 months out after that? Or is it kind of something lingers for 2 years?

[Daniel Scavilla, executive]

Yes. Jason, it's a good question. Look, like anything, you've got to tease out natural moves and attrition with maybe something that is a bit more because of the disruption created. Things will always be ongoing, but I wouldn't say that because of the coming together of the merger that we would be experiencing this 2 years from now. .

We've already defined the U.S. sales force in particular, and that's where most of you guys have your focus on all the way down and just finishing up rep levels. And so I think as we untease that and make sure that people understand where they sit and how beneficial this is to them. I would think that as we get through the third quarter and the fourth quarter through this call and into it, that we should see things settle down more.

And then as we get into a stabilizing of this in the first quarter, that's where I'm going now. I think folks will decide and move as always. But I don't think there's a big holding the breadth and all of a sudden, this will happen. I don't anticipate that at this point.

[Jason Wittes, analyst]

Okay. That's very helpful. And maybe just a very quick follow-up. I don't know what this has been asked in the past, but I assume for the knee products, it's going to be completely focused on robotics. There's not going to be manual tools to put them in as well. I just want to clarify that for the new launch.

[Daniel Scavilla, executive]

Yes, there's definitely the ability to do it, freehand, do it robotically, do it through navigated procedures. We're going to give all of the options needed, so the surgeon's choice to do that, not just a pure robotic move for our implants.

[Operator]

[Operator Instructions] Your next question comes from the line of Richard Newitter of Truist Securities.

[Samuel Brodovsky, analyst]

This is Sam on for Rich. Can you hear me okay? .

[Daniel Scavilla, executive]

Yes.

[Keith Pfeil, executive]

Yes.

[Richard Newitter, analyst]

Just I know we're not talking about 2024, but I just wanted to see if we could put a finer point on the EPS side of things. Pretty wide range of consensus right now, looks like about a $0.40 range in 2024 for EPS. I mean is the midpoint of, call it, like $2.60 to $3 directionally a good place to start? And could you just walk us through the puts and takes to bridge sort of the consensus to a net range maybe?

[Keith Pfeil, executive]

Yes, Sam, I'm not going to give a point of guidance here as it relates to 2024. What I will tell you is we're excited about where the business is going. There's lots of products coming. Dan talked about the number of product launches that we had this year. Next year, there's a lot of capital coming out, cross-selling is going to take effect.

Obviously, that's going to be offset by some sales synergies, but that, to me, points positive and really ties back to the earlier comment that I made that for now, I would focus on our S-4 estimate for revenue. As it relates to cost synergies and achieving synergies, a couple of things that are going to happen.

Obviously, you're going to be looking to eliminate redundant costs. But one of the things that I talked about was manufacturing and manufacturing efficiencies and supply chain efficiencies. You have to remember that some of those costs will get captured on the balance sheet and roll through the P&L in future periods.

The thing you pay attention to is the cash and the cash flow generation of the business as we move forward. That's about all I would say right now as it relates to 2024. If I think about consensus and consensus estimates, I know there is a wide range out there. I also recall that not all of the models were updated for '24. So that's how I'd leave it.

[Samuel Brodovsky, analyst]

Got it. And then I guess on the synergy side, I think one of the areas a little bit less focused on is potential for Trauma or overlap and potential cross-selling there. Could you just sort of tell us how you think about those portfolios getting integrated and where that growth rate can go going forward?

[Daniel Scavilla, executive]

Thanks, Sam. I'll take that. So there's a couple of things. Really, the NSO specialty orthopedics part, is a fantastic add to our bag. That now will allow us to do many things for long bones, its ability with ankle fusion will be amazing with hindfoot. And so that in itself, we see bringing in and bringing to our existing Trauma team that will further accelerate growth and create pathways into accounts.

The majority, if not all, of the NuVasive activity is really done through third parties. And so we're evaluating those distributorships and understanding where they are and making the determination if we want to do anything with our Globus Trauma business that way or not. But really, the goal here and what was a great add was those nails from NuVasive coming into our bag and actually pulling us forward several years in our innovation and ability to address the market.

[Operator]

And your next question comes from the line of Drew Ranieri of Morgan Stanley.

[Andrew Ranieri, analyst]

Sorry about the background noise here. But could you speak to maybe some of the enabling technology trends that you saw in the quarter? And just as we do think about the merger looking at you've had a history of really kind of placing systems via capital versus lease. So you have a significant cross-selling opportunity ahead of you with the NuVasive accounts. So expect a dramatic change in the mix of capital versus leasing looking ahead? And then I have a follow-up.

[Keith Pfeil, executive]

This is Keith. I'll take the question. So as I think about Enabling Tech, the market is still -- the market still has a lot of appetite for Enabling Tech. I will say that I think capital dollars are perhaps a little bit tighter. So there are more options available to customers in terms of how they acquire the capital. .

You commented on leasing. I want to remind everyone that, yes, the majority of our capital purchases are outright sales, net 30 terms. But we have the ability to offer other ways to acquire the capital including rental programs, leases, you name it.

So as the market shifts, we have the ability to respond to the market. We're taking into consideration the point of, obviously, all these NuVasive territories opening up to ourselves to sell the capital. Dan commented earlier that from a manufacturing perspective, we've been building that capital take have it ready because we want to be able to strike as we really roll out the cross-selling plan. But to answer your question, we will be able to address the market to sell the capital in any way that the customer needs to acquire it.

[Andrew Ranieri, analyst]

And Keith, maybe also for you, with breaking out kind of 3 segments now for revenue. Can you just give us a little better sense of maybe how you expect growth to play out in the fourth quarter now that you are breaking out this revenue a little bit of a different way?

[Keith Pfeil, executive]

The revenue is broken out. So historically, we reported on musculoskeletal and Enabling Technologies. That obviously remains. We added the neuromonitoring services. As I think about Q4, you would expect to see the same seasonality in capital, as you always do Q2 and Q4 are the 2 highest quarters. We don't expect that to change. And obviously, you would expect to see the seasonal bump that you would experience in spine as we get towards the end of the year and the harvest season.

[Daniel Scavilla, executive]

Yes. Drew, one thing I would add to from my earlier comment, we are breaking that out more for visibility right now. We may decide that it fits better and consolidate that over time. But right now, we're just kind of following through what our Nuva guys did as we got into the year for our first time announcing some of this.

[Andrew Ranieri, analyst]

Got it. Maybe one last question. But as you are looking at the the businesses today that you're now combined, do you see any incremental opportunities to divest anything noncore or slower growth just to refine the portfolio and really get to more accretive growth out of the merger?

[Daniel Scavilla, executive]

Yes. I would say no, not at this time. We're evaluating everything. We've not seen anything that would be a good candidate at this point. We'll always do what's best, but right now, there's nothing that comes to mind.

[Operator]

And your next question comes from the line of Ryan Zimmerman of BTIG.

[Ryan Zimmerman, analyst]

Glad I could get squeezed in here. Just on the quarter itself, if I look at kind of newest revenue, we look at kind of next quarter, I think -- the Street was estimated around $445 million or so for consensus for Nuva, we're kind of hone in on maybe $415 million. And just wondering if you can kind of comment on that delta. Is that in line with kind of where you're tracking from a synergy standpoint, kind of how to think about that difference there? And then I'll ask another question afterwards.

[Keith Pfeil, executive]

Thanks, Ryan. This is Keith. Your question, you said the Street was modeling 4 15 for NuVasive.

[Ryan Zimmerman, analyst]

No, I think -- well, if you take the 100 and you assume that, coupled with, I think, next quarter, which was maybe about $300-or-so million, you kind of come out to 4 15. And I think the is around 4 45 for the -- if my numbers are correct.

[Keith Pfeil, executive]

Yes. I think that it's a great question. As I think about the numbers we put out, the implied guidance represents $2.377 billion coming into the year, Globus projected guidance of $1.1 billion in NuVasive. They were a range of 6% to 8%.

If I take the low end of the range in our number, that's $2.374 billion. We're projecting $2.377 billion on a combined basis. We think that, that relative to what we've previously stated in our S-4, we feel that the business is lined up as to where it should be.

[Daniel Scavilla, executive]

Yes. And Ryan, 1 thing I'd add in there because I'm not sure if I'm reading this between the lines, so forgive me. But we're not saying we're bleeding out because of dissynergies. We've not seen anything that would have materially moved us off of any of our estimates related to that.

[Ryan Zimmerman, analyst]

Yes. I appreciate, Dan and recognizing right now, consensus is kind of messy but with the integration on the merger. Just want to ask. And then the second question I want to ask is just around your margins, particularly your gross margins, Keith. I recognize there's the step-up in inventory that you're accounting for.

Just maybe help us because I'm not entirely clear where your gross margins can go on a combined basis and how to think about those not just for the fourth quarter, but really into 2024?

[Keith Pfeil, executive]

Longer term. Yes. No, that's a great question. It's always our intent to be extremely clear be in mid-70s gross profit business. That is the goal of Globus it has been and it will be going forward. As we work through bringing the businesses together, I commented on earlier about some of the manufacturing efficiencies that we see, some of the warehousing efficiencies that we see. Those to me will all contribute to us showing an increasing consolidated gross profit from where we are versus the initial combination of the business.

It's our belief that we can still drive mid-70s GP going forward. Obviously, there's going to be some step change as we get there as we bring the companies together. But the goal of mid-70s hasn't changed.

[Daniel Scavilla, executive]

Yes. And Ryan, I'll build on that, too. So we talk a lot about insourcing and investing in manufacturing, in addition to what Keith said, because that will be a key driver. We can drive our product cost down. That will allow us to not only improve gross margin, but instead to turn around and invest deeper into the sales force.

So is a major focus of us to do in-house manufacturing, line up with our contracts and come out with the best pricing with our vendors. And that in itself will help lift us back to our targets that Keith mentioned.

[Operator]

And your next question comes from the line of Matt Taylor of Jefferies.

[Matthew Taylor, analyst]

I wanted to ask a similar question in a slightly different way. I guess I'll start with some of your competitors have made noise about taking reps from the combined entity, big for them, kind of small for you. And everything I heard on this call from you today in terms of lower surgeon overlap and being within your target and seeing competitive activity coming your way, sounds positive for the integration.

So question is really, is that right? Are you on track? And is there any thought or potential for you to actually outperform the synergy or the synergy estimates that you put out there? Or is it right to think about being straight down the fairway or the base case is most likely?

[Daniel Scavilla, executive]

Yes. Matt, we're early on on that. So I'm going to let you know in about 3 years. No. But I think what we'll do right now is, we've not seen surprises. And I think we're standing behind our numbers is what we're saying.

And again, there's 1 month of actual and everything you've said is legitimate. What we've got to do is focus on getting the commercial team stabilized, make sure we train, get our products delivered, accelerate how we have common systems, bring in-house manufacturing for more flexibility, and they go back and flex all of that strength to become who we need to be.

But at this point, we're going to shy away from saying we can outperform or fall short. We're going to stick to the synergies that we've thrown out. We've got a pathway to go get there as more data and experience under our belt, maybe that's a different conversation.

[Keith Pfeil, executive]

And the only comment that I would add there is, obviously, change creates disruption in the market. But as I think about Globus Globus needs to be Globus and focus on our plan. We obviously need to be aware of the competitive landscape, but we have to stick to our plan and work our plan. And if we do that, we believe we'll be successful.

[Operator]

And with no further questions, that concludes the Globus Medical earnings call. Thank you for participating, and you may now disconnect. Have a great day.