LivaNova Reports Third-Quarter 2026 Results; Raises Full-Year 2026 Revenue and Adjusted Diluted EPS Guidance
– Delivered 9.9% reported and 10.0% constant-currency revenue growth
– Raised full-year 2026 revenue and adjusted diluted earnings per share guidance(1)
– Achieved a key milestone in scaling oxygenator production capacity with the operational launch of a dedicated manufacturing line
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Financial Summary and Highlights(1)
-
Third-quarter revenue of
$393.1 million increased 9.9% on a reported basis and 10.0% on a constant-currency basis as compared to the prior-year period -
Third-quarter
U.S . GAAP diluted earnings per share of$0.11 and adjusted diluted earnings per share of$1.23 -
Third-quarter net cash provided by operating activities of
$73.7 million and adjusted free cash flow of$55.8 million -
Raised full-year 2026 revenue growth range by 100 basis points to 9% to 10% on a constant-currency basis. Raised full-year 2026 adjusted diluted earnings per share range by
$0.10 at midpoint to$4.40 to$4.50 . Maintained full-year 2026 adjusted free cash flow range of$140 million to$160 million - Achieved operational production on previously announced new oxygenator manufacturing line, representing an important milestone in expanding production capacity to address strong customer demand
-
In
October 2026 , the American Medical Association CPT®Editorial Panel announced the establishment of new Category I Current Procedural Terminology (CPT®) codes that include LivaNova’s proximal hypoglossal nerve stimulation therapy for the treatment of moderate to severe obstructive sleep apnea, with an expected effective date ofJanuary 1, 2028 -
In
October 2026 , announced the publication of the full 36-month results from the CORE-VNS study, the largest prospective, international study evaluating contemporary VNS Therapy™ devices in people with Drug-Resistant Epilepsy, in Neuromodulation demonstrating a 76% median reduction in seizure frequency and a durable clinical benefit
|
(1) |
Constant-currency percent change, adjusted diluted earnings per share, and adjusted free cash flow are non-GAAP measures. Constant-currency percent change excludes the impact from fluctuations in the various currencies in which the Company operates as compared to reported percent change. For an explanation of these and other non-GAAP measures used in this news release, see the section entitled "Use of Non-GAAP Financial Measures." For reconciliations of certain non-GAAP measures, see the tables that accompany this news release. As discussed in the section entitled "Use of Non-GAAP Financial Measures" below, the Company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures but would not impact the non-GAAP measures. Accordingly, the Company is unable to reconcile forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts. | |
“Our team continues to deliver robust revenue growth driven by commercial execution and healthy global demand for our Cardiopulmonary and Epilepsy technologies,” said Vladimir Makatsaria, Chief Executive Officer of
Third-Quarter 2026 Results
The following table summarizes net revenue by segment (in millions):
|
|
|
Three Months Ended
|
|
% Change |
|
Constant-Currency % Change |
||
|
|
|
2026 |
|
2025 |
|
|
||
|
Cardiopulmonary |
|
|
|
|
|
10.9 % |
|
10.9 % |
|
Neuromodulation |
|
166.1 |
|
149.5 |
|
11.1 % |
|
11.2 % |
|
Other Revenue (1) |
|
1.7 |
|
5.0 |
|
(65.7) % |
|
(65.2) % |
|
|
|
|
|
|
|
9.9 % |
|
10.0 % |
|
(1) |
Other revenue” includes rental and site services income not allocated to segments. In addition, for 2025, “Other revenue” includes |
|
|
Third-quarter 2026 Cardiopulmonary revenue increased 10.9% on a reported basis and 10.9% on a constant-currency basis versus the third quarter of 2025 with growth across all regions, driven by strong consumables demand and Essenz™ Perfusion System sales, as well as favorable realized price.
Third-quarter 2026 Neuromodulation revenue increased 11.1% on a reported basis and 11.2% on a constant-currency basis versus the third quarter of 2025 with growth across all regions, driven by higher volume and favorable realized price.
Earnings Analysis
On a
On a
Full-Year 2026 Guidance
Adjusted diluted earnings per share for 2026 is now expected to be in the range of
As discussed in the section entitled “Use of Non-GAAP Financial Measures” below, the Company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures but would not impact the non-GAAP measures. Accordingly, the Company is unable to reconcile the forward-looking non-GAAP financial measures included in this section to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts.
Audiocast and Conference Call Instructions
The Company will host a live audiocast at
About
Use of Non-GAAP Financial Measures
To supplement financial measures presented in accordance with generally accepted accounting principles in
In this news release, the Company refers to revenue and percentage change in revenue on a comparable, constant-currency basis. Company management believes that these non-GAAP measures provide a useful way to evaluate the revenue performance of
Adjusted financial measures such as adjusted cost of sales, adjusted gross profit, adjusted selling, general, and administrative expense, adjusted research and development expense, adjusted other operating expense, adjusted operating income, adjusted income before income tax, adjusted income tax expense, adjusted net income, and adjusted diluted earnings per share are measures that
Safe Harbor Statement
Certain statements in this news release, other than statements of historical or current fact, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. These statements include, but are not limited to, LivaNova’s plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects, or future events, and involve known and unknown risks that are difficult to predict. As a result, the Company’s actual financial results, performance, achievements, or prospects may differ materially from those expressed or implied by these forward-looking statements. Generally, forward-looking statements can be identified by the use of words such as “may,” “could,” “seek,” “guidance,” “predict,” “potential,” “likely,” “believe,” “will,” “should,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “forecast,” “foresee,” or variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the Company’s business, including those described in the “Risk Factors” section of the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the U.S. Securities and Exchange Commission by
Readers are cautioned not to place undue reliance on the Company’s forward-looking statements, which speak only as of the date of this news release. The Company undertakes no obligation to update publicly any of the forward-looking statements in this news release to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If
VNS Therapy and Essenz are trademarks of
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||||||||
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NET REVENUE - UNAUDITED |
||||||||
|
(In millions) |
||||||||
|
|
|
Three Months Ended |
||||||
|
|
|
2026 |
|
2025 |
|
% Change |
|
Constant-Currency % Change |
|
Cardiopulmonary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.8 % |
|
11.8 % |
|
|
|
57.1 |
|
50.1 |
|
14.0 % |
|
15.9 % |
|
Rest of World (1) |
|
87.8 |
|
81.2 |
|
8.1 % |
|
7.1 % |
|
|
|
225.3 |
|
203.2 |
|
10.9 % |
|
10.9 % |
|
Neuromodulation |
|
|
|
|
|
|
|
|
|
|
|
130.7 |
|
118.4 |
|
10.4 % |
|
10.4 % |
|
|
|
16.6 |
|
14.5 |
|
14.4 % |
|
15.5 % |
|
Rest of World (1) |
|
18.8 |
|
16.6 |
|
13.0 % |
|
12.9 % |
|
|
|
166.1 |
|
149.5 |
|
11.1 % |
|
11.2 % |
|
Other revenue (2) |
|
1.7 |
|
5.0 |
|
(65.7) % |
|
(65.2) % |
|
|
|
|
|
|
|
|
|
|
|
|
|
211.1 |
|
190.4 |
|
10.9 % |
|
10.9 % |
|
|
|
73.7 |
|
67.7 |
|
8.8 % |
|
10.5 % |
|
Rest of World (1) |
|
108.3 |
|
99.6 |
|
8.7 % |
|
7.9 % |
|
|
|
|
|
|
|
9.9 % |
|
10.0 % |
|
(1) |
“Europe” includes the |
|
(2) |
“Other revenue” includes rental and site services income not allocated to segments. In addition, for 2025, “Other revenue” includes |
|
|
|
|
||||||||
|
NET REVENUE - UNAUDITED |
||||||||
|
(In millions) |
||||||||
|
|
|
Nine Months Ended |
||||||
|
|
|
2026 |
|
2025 |
|
% Change |
|
Constant-Currency % Change |
|
Cardiopulmonary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.0 % |
|
9.0 % |
|
|
|
176.3 |
|
143.6 |
|
22.8 % |
|
19.1 % |
|
Rest of World (1) |
|
256.7 |
|
231.2 |
|
11.1 % |
|
9.0 % |
|
|
|
655.5 |
|
578.8 |
|
13.3 % |
|
11.5 % |
|
Neuromodulation |
|
|
|
|
|
|
|
|
|
|
|
372.7 |
|
344.0 |
|
8.4 % |
|
8.4 % |
|
|
|
54.8 |
|
47.4 |
|
15.5 % |
|
11.4 % |
|
Rest of World (1) |
|
57.4 |
|
48.7 |
|
17.8 % |
|
15.6 % |
|
|
|
484.9 |
|
440.1 |
|
10.2 % |
|
9.5 % |
|
Other revenue (2) |
|
5.6 |
|
8.2 |
|
(32.0) % |
|
(34.4) % |
|
|
|
|
|
|
|
|
|
|
|
|
|
595.2 |
|
548.1 |
|
8.6 % |
|
8.6 % |
|
|
|
231.1 |
|
194.2 |
|
19.0 % |
|
15.3 % |
|
Rest of World (1) |
|
319.7 |
|
284.9 |
|
12.2 % |
|
10.1 % |
|
|
|
|
|
|
|
11.6 % |
|
10.3 % |
|
(1) |
“Europe” includes the |
|
(2) |
“Other revenue” includes rental and site services income not allocated to segments. In addition, for 2025, “Other revenue” includes |
|
|
|
|
|
|
||
|
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED |
||||
|
(In millions, except for per share amounts) |
|
|
||
|
|
|
|
|
|
|
|
|
Three Months Ended |
||
|
|
|
2026 |
|
2025 |
|
Net revenue |
|
|
|
|
|
Cost of sales |
|
128.1 |
|
112.9 |
|
Gross profit |
|
265.1 |
|
244.9 |
|
Operating expenses: |
|
|
|
|
|
Selling, general, and administrative |
|
154.9 |
|
138.5 |
|
Research and development |
|
47.7 |
|
48.6 |
|
Other operating expense |
|
34.0 |
|
3.7 |
|
Operating income |
|
28.4 |
|
54.0 |
|
SNIA environmental liability expense |
|
— |
|
(1.7) |
|
Interest expense |
|
(8.0) |
|
(10.9) |
|
Foreign exchange and other income/(expense) |
|
26.3 |
|
(7.5) |
|
Income before income tax |
|
46.8 |
|
33.9 |
|
Income tax expense |
|
12.4 |
|
7.1 |
|
Loss from equity method investments |
|
(0.1) |
|
— |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: (1) |
|
|
|
|
|
Basic |
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
Basic |
|
55.1 |
|
54.6 |
|
Diluted |
|
57.4 |
|
55.2 |
|
(1) |
For additional details, refer to the computation of basic and diluted earnings (loss) per share further in this news release. |
|
|
|
Adjusted Financial Measures (in millions, except for per share amounts) - Unaudited |
||||
|
|
|
Three Months Ended
|
||
|
|
|
2026 |
|
2025 |
|
Adjusted SG&A |
|
|
|
|
|
Adjusted R&D |
|
44.7 |
|
45.0 |
|
Adjusted operating income |
|
92.3 |
|
80.4 |
|
Adjusted net income |
|
70.7 |
|
61.4 |
|
Adjusted diluted earnings per share |
|
|
|
|
|
Statistics (as a % of net revenue, except for income tax rate) - Unaudited |
||||||||
|
|
|
GAAP Three Months Ended
|
|
Adjusted Three Months Ended
|
||||
|
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Gross profit |
|
67.4 % |
|
68.4 % |
|
69.3 % |
|
69.4 % |
|
SG&A |
|
39.4 % |
|
38.7 % |
|
34.5 % |
|
34.3 % |
|
R&D |
|
12.1 % |
|
13.6 % |
|
11.4 % |
|
12.6 % |
|
Operating income |
|
7.2 % |
|
15.1 % |
|
23.5 % |
|
22.5 % |
|
Net income |
|
8.7 % |
|
7.5 % |
|
18.0 % |
|
17.2 % |
|
Income tax rate |
|
26.5 % |
|
21.0 % |
|
23.3 % |
|
22.1 % |
|
|
|
|
||
|
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - UNAUDITED |
||||
|
(In millions, except for per share amounts) |
|
|
||
|
|
|
|
|
|
|
|
|
Nine Months Ended |
||
|
|
|
2026 |
|
2025 |
|
Net revenue |
|
|
|
|
|
Cost of sales |
|
363.5 |
|
327.0 |
|
Gross profit |
|
782.5 |
|
700.1 |
|
Operating expenses: |
|
|
|
|
|
Selling, general, and administrative |
|
456.6 |
|
405.4 |
|
Research and development |
|
160.0 |
|
133.6 |
|
Other operating expense |
|
46.4 |
|
4.2 |
|
Operating income |
|
119.4 |
|
156.8 |
|
SNIA environmental liability expense |
|
— |
|
(363.8) |
|
Interest expense |
|
(23.4) |
|
(41.1) |
|
Foreign exchange and other income/(expense) |
|
(3.2) |
|
(0.3) |
|
Income (loss) before income tax |
|
92.7 |
|
(248.4) |
|
Income tax (benefit) expense |
|
(73.5) |
|
24.9 |
|
Loss from equity method investments |
|
(1.0) |
|
— |
|
Net income (loss) |
|
|
|
( |
|
|
|
|
|
|
|
Earnings (loss) per share: (1) |
|
|
|
|
|
Basic |
|
|
|
( |
|
Diluted |
|
|
|
( |
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
Basic |
|
54.9 |
|
54.5 |
|
Diluted |
|
56.3 |
|
54.5 |
|
(1) |
For additional details, refer to the computation of basic and diluted earnings (loss) per share further in this news release. |
|
|
|
Adjusted Financial Measures (in millions, except for per share amounts) - Unaudited |
||||
|
|
|
Nine Months Ended
|
||
|
|
|
2026 |
|
2025 |
|
Adjusted SG&A |
|
|
|
|
|
Adjusted R&D |
|
141.8 |
|
127.2 |
|
Adjusted operating income |
|
254.1 |
|
222.3 |
|
Adjusted net income |
|
196.2 |
|
166.9 |
|
Adjusted diluted earnings per share |
|
|
|
|
|
Statistics (as a % of net revenue, except for income tax rate) - Unaudited |
||||||||
|
|
|
GAAP Nine Months Ended
|
|
Adjusted Nine Months Ended
|
||||
|
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Gross profit |
|
68.3 % |
|
68.2 % |
|
69.6 % |
|
69.1 % |
|
SG&A |
|
39.8 % |
|
39.5 % |
|
35.0 % |
|
35.0 % |
|
R&D |
|
14.0 % |
|
13.0 % |
|
12.4 % |
|
12.4 % |
|
Operating income |
|
10.4 % |
|
15.3 % |
|
22.2 % |
|
21.6 % |
|
Net income (loss) |
|
14.4 % |
|
(26.6) % |
|
17.1 % |
|
16.3 % |
|
Income tax rate |
|
(79.2) % |
|
(10.0) % |
|
22.7 % |
|
22.7 % |
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED (In millions, except for per share amounts) |
||||||||||||||||
|
|
|
Non-GAAP Adjustments |
|
|||||||||||||
|
Three Months Ended
|
GAAP Financial Measures |
Depreciation and Amortization Expense (1) |
Financing Related Items (2) |
Contingent Consideration (3) |
Certain Legal & Regulatory Costs (4) |
Share-based Compensation Costs (5) |
Certain Tax Adjustments (6) |
Adjusted Financial Measures |
||||||||
|
Cost of sales |
|
|
( |
) |
$— |
|
( |
) |
$— |
|
( |
) |
$— |
|
|
|
|
Gross profit percent |
67.4 |
% |
0.9 |
% |
— |
% |
0.8 |
% |
— |
% |
0.2 |
% |
— |
% |
69.3 |
% |
|
Selling, general, and administrative |
154.9 |
|
(2.6 |
) |
— |
|
— |
|
(5.6 |
) |
(11.1 |
) |
— |
|
135.7 |
|
|
Selling, general, and administrative as a percent of net revenue |
39.4 |
% |
(0.7 |
)% |
— |
% |
— |
% |
(1.4 |
)% |
(2.8 |
)% |
— |
% |
34.5 |
% |
|
Research and development |
47.7 |
|
— |
|
— |
|
— |
|
(0.2 |
) |
(2.9 |
) |
— |
|
44.7 |
|
|
Research and development as a percent of net revenue |
12.1 |
% |
— |
% |
— |
% |
— |
% |
(0.1 |
)% |
(0.7 |
)% |
— |
% |
11.4 |
% |
|
Other operating expense |
34.0 |
|
— |
|
— |
|
— |
|
(34.0 |
) |
— |
|
— |
|
— |
|
|
Operating income |
28.4 |
|
6.2 |
|
— |
|
3.3 |
|
39.8 |
|
14.6 |
|
— |
|
92.3 |
|
|
Operating margin percent |
7.2 |
% |
1.6 |
% |
— |
% |
0.8 |
% |
10.1 |
% |
3.7 |
% |
— |
% |
23.5 |
% |
|
Net income |
34.3 |
|
6.2 |
|
(18.3 |
) |
3.3 |
|
39.8 |
|
14.6 |
|
(9.1 |
) |
70.7 |
|
|
Net income as a percent of net revenue |
8.7 |
% |
1.6 |
% |
(4.7 |
)% |
0.8 |
% |
10.1 |
% |
3.7 |
% |
(2.3 |
)% |
18.0 |
% |
|
Diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
| GAAP results for the three months ended |
|
|
(1) |
Depreciation and amortization associated with purchase price accounting |
|
(2) |
Mark-to-market adjustments for the 2029 Notes embedded and capped call derivatives, and non-cash interest expense |
|
(3) |
Remeasurement of contingent consideration related to the ImThera acquisition |
|
(4) |
3T Heater-Cooler litigation provision, and legal expenses primarily related to 3T Heater-Cooler defense |
|
(5) |
Non-cash expenses associated with share-based compensation costs |
|
(6) |
The impact of valuation allowances, discrete tax items, the tax impact of intercompany transactions, and the tax impact on non-GAAP adjustments |
| • Numbers may not add precisely due to rounding. | |
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED (In millions, except for per share amounts) |
||||||||||||||||||
|
|
|
Non-GAAP Adjustments |
|
|||||||||||||||
|
Three Months Ended
|
GAAP Financial Measures |
Depreciation and Amortization Expense (1) |
Investment Related Items (2) |
Financing Related Items (3) |
Contingent Consideration (4) |
Certain Legal & Regulatory Costs (5) |
Share-based Compensation Costs (6) |
Certain Tax Adjustments (7) |
Adjusted Financial Measures |
|||||||||
|
Cost of sales |
|
|
( |
) |
$— |
|
$— |
|
( |
) |
$— |
|
( |
) |
$— |
|
|
|
|
Gross profit percent |
68.4 |
% |
0.5 |
% |
— |
% |
— |
% |
0.3 |
% |
— |
% |
0.1 |
% |
— |
% |
69.4 |
% |
|
Selling, general, and administrative |
138.5 |
|
(2.6 |
) |
— |
|
— |
|
— |
|
(6.2 |
) |
(6.8 |
) |
— |
|
122.8 |
|
|
Selling, general, and administrative as a percent of net revenue |
38.7 |
% |
(0.7 |
)% |
— |
% |
— |
% |
— |
% |
(1.7 |
)% |
(1.9 |
)% |
— |
% |
34.3 |
% |
|
Research and development |
48.6 |
|
— |
|
— |
|
— |
|
(0.8 |
) |
(0.2 |
) |
(2.6 |
) |
— |
|
45.0 |
|
|
Research and development as a percent of net revenue |
13.6 |
% |
— |
% |
— |
% |
— |
% |
(0.2 |
)% |
(0.1 |
)% |
(0.7 |
)% |
— |
% |
12.6 |
% |
|
Other operating expense |
3.7 |
|
— |
|
— |
|
— |
|
— |
|
(3.7 |
) |
— |
|
— |
|
— |
|
|
Operating income |
54.0 |
|
4.5 |
|
— |
|
— |
|
1.8 |
|
10.2 |
|
9.9 |
|
— |
|
80.4 |
|
|
Operating margin percent |
15.1 |
% |
1.2 |
% |
— |
% |
— |
% |
0.5 |
% |
2.9 |
% |
2.8 |
% |
— |
% |
22.5 |
% |
|
Net income |
26.8 |
|
4.5 |
|
1.0 |
|
15.9 |
|
1.8 |
|
12.0 |
|
9.9 |
|
(10.4 |
) |
61.4 |
|
|
Net income as a percent of net revenue |
7.5 |
% |
1.2 |
% |
0.3 |
% |
4.5 |
% |
0.5 |
% |
3.3 |
% |
2.8 |
% |
(2.9 |
)% |
17.2 |
% |
|
Diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
| GAAP results for the three months ended |
|
|
(1) |
Depreciation and amortization associated with purchase price accounting |
|
(2) |
Impairment of investment in Highlife S.A.S. |
|
(3) |
Mark-to-market adjustments for the 2025 and 2029 Notes embedded and capped call derivatives, and non-cash interest expense |
|
(4) |
Remeasurement of contingent consideration related to the ImThera acquisition |
|
(5) |
Legal expenses primarily related to 3T Heater-Cooler defense, 3T Heater-Cooler litigation provision, and SNIA environmental liability |
|
(6) |
Non-cash expenses associated with share-based compensation costs |
|
(7) |
The impact of valuation allowances, discrete tax items, the tax impact of intercompany transactions, and the tax impact on non-GAAP adjustments |
| • Numbers may not add precisely due to rounding. | |
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED (In millions, except for per share amounts) |
||||||||||||||||||
|
|
|
Non-GAAP Adjustments |
|
|||||||||||||||
|
Nine Months Ended
|
GAAP Financial Measures |
Depreciation and Amortization Expense (1) |
Investment Related Items (2) |
Financing Related Items (3) |
Contingent Consideration (4) |
Certain Legal & Regulatory Costs (5) |
Share-based Compensation Costs (6) |
Certain Tax Adjustments (7) |
Adjusted Financial Measures |
|||||||||
|
Cost of sales |
|
|
( |
) |
$— |
|
$— |
|
( |
) |
$— |
|
( |
) |
$— |
|
|
|
|
Gross profit percent |
68.3 |
% |
0.8 |
% |
— |
% |
— |
% |
0.3 |
% |
— |
% |
0.2 |
% |
— |
% |
69.6 |
% |
|
Selling, general, and administrative |
456.6 |
|
(7.8 |
) |
— |
|
— |
|
— |
|
(17.3 |
) |
(30.2 |
) |
— |
|
401.3 |
|
|
Selling, general, and administrative as a percent of net revenue |
39.8 |
% |
(0.7 |
)% |
— |
% |
— |
% |
— |
% |
(1.5 |
)% |
(2.6 |
)% |
— |
% |
35.0 |
% |
|
Research and development |
160.0 |
|
0.1 |
|
— |
|
— |
|
(10.4 |
) |
(0.4 |
) |
(7.6 |
) |
— |
|
141.8 |
|
|
Research and development as a percent of net revenue |
14.0 |
% |
— |
% |
— |
% |
— |
% |
(0.9 |
)% |
— |
% |
(0.7 |
)% |
— |
% |
12.4 |
% |
|
Other operating expense |
46.4 |
|
— |
|
— |
|
— |
|
— |
|
(46.4 |
) |
— |
|
— |
|
— |
|
|
Operating income |
119.4 |
|
17.1 |
|
— |
|
— |
|
13.8 |
|
64.2 |
|
39.7 |
|
— |
|
254.1 |
|
|
Operating margin percent |
10.4 |
% |
1.5 |
% |
— |
% |
— |
% |
1.2 |
% |
5.6 |
% |
3.5 |
% |
— |
% |
22.2 |
% |
|
Net income |
165.2 |
|
17.1 |
|
(12.7 |
) |
40.5 |
|
13.8 |
|
64.2 |
|
39.7 |
|
(131.5 |
) |
196.2 |
|
|
Net income as a percent of net revenue |
14.4 |
% |
1.5 |
% |
(1.1 |
)% |
3.5 |
% |
1.2 |
% |
5.6 |
% |
3.5 |
% |
(11.5 |
)% |
17.1 |
% |
|
Diluted earnings per share |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
| GAAP results for the nine months ended |
|
|
(1) |
Depreciation and amortization associated with purchase price accounting |
|
(2) |
Gain on sale of investment, partially offset by impairment of investment without readily determinable fair value |
|
(3) |
Mark-to-market adjustments for the 2029 Notes embedded and capped call derivatives, non-cash interest expense, and loss on debt extinguishment |
|
(4) |
Remeasurement of contingent consideration related to the ImThera acquisition |
|
(5) |
Legal expenses primarily related to 3T Heater-Cooler defense, 3T Heater-Cooler litigation provision, Saluggia site remediation provision, and Medical Device Regulation ("MDR") costs |
|
(6) |
Non-cash expenses associated with share-based compensation costs |
|
(7) |
The impact of valuation allowances, discrete tax items, the tax impact of intercompany transactions, and the tax impact on non-GAAP adjustments |
| • Numbers may not add precisely due to rounding. | |
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED (In millions, except for per share amounts) |
||||||||||||||||||||
|
|
|
Non-GAAP Adjustments |
|
|||||||||||||||||
|
Nine Months Ended
|
GAAP Financial Measures |
Restructuring Expense (1) |
Depreciation and Amortization Expense (2) |
Investment Related Items (3) |
Financing Related Items (4) |
Contingent Consideration (5) |
Certain Legal & Regulatory Costs (6) |
Share-based Compensation Costs (7) |
Certain Tax Adjustments (8) |
Adjusted Financial Measures |
||||||||||
|
Cost of sales |
|
|
$— |
|
( |
) |
$— |
|
$— |
|
( |
) |
$— |
|
( |
) |
$— |
|
|
|
|
Gross profit percent |
68.2 |
% |
— |
% |
0.5 |
% |
— |
% |
— |
% |
0.3 |
% |
— |
% |
0.1 |
% |
— |
% |
69.1 |
% |
|
Selling, general, and administrative |
405.4 |
|
— |
|
(7.6 |
) |
— |
|
— |
|
— |
|
(17.5 |
) |
(20.4 |
) |
— |
|
359.9 |
|
|
Selling, general, and administrative as a percent of net revenue |
39.5 |
% |
— |
% |
(0.7 |
)% |
— |
% |
— |
% |
— |
% |
(1.7 |
)% |
(2.0 |
)% |
— |
% |
35.0 |
% |
|
Research and development |
133.6 |
|
— |
|
0.1 |
|
— |
|
— |
|
(2.7 |
) |
1.4 |
|
(5.3 |
) |
— |
|
127.2 |
|
|
Research and development as a percent of net revenue |
13.0 |
% |
— |
% |
— |
% |
— |
% |
— |
% |
(0.3 |
)% |
0.1 |
% |
(0.5 |
)% |
— |
% |
12.4 |
% |
|
Other operating expense |
4.2 |
|
0.2 |
|
— |
|
— |
|
— |
|
— |
|
(4.4 |
) |
— |
|
— |
|
— |
|
|
Operating income |
156.8 |
|
(0.2 |
) |
12.8 |
|
— |
|
— |
|
5.5 |
|
20.5 |
|
26.9 |
|
— |
|
222.3 |
|
|
Operating margin percent |
15.3 |
% |
— |
% |
1.2 |
% |
— |
% |
— |
% |
0.5 |
% |
2.0 |
% |
2.6 |
% |
— |
% |
21.6 |
% |
|
Net (loss) income |
(273.4 |
) |
(0.2 |
) |
12.8 |
|
4.2 |
|
30.9 |
|
5.5 |
|
384.4 |
|
26.9 |
|
(24.1 |
) |
166.9 |
|
|
Net (loss) income as a percent of net revenue |
(26.6 |
)% |
— |
% |
1.2 |
% |
0.4 |
% |
3.0 |
% |
0.5 |
% |
37.4 |
% |
2.6 |
% |
(2.3 |
)% |
16.3 |
% |
|
Diluted (loss) earnings per share (9) |
( |
) |
$— |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
| GAAP results for the nine months ended |
|
|
(1) |
Restructuring expense related to organizational changes |
|
(2) |
Depreciation and amortization associated with purchase price accounting |
|
(3) |
Loss on investment revaluation of Ceribell, Inc. and impairment of investment in Highlife S.A.S. |
|
(4) |
Mark-to-market adjustments for the 2025 and 2029 Notes embedded and capped call derivatives, interest expense on the Term Facilities, non-cash interest expense on the 2025 and 2029 Notes and Revolving Credit Facility, loss on debt extinguishment, and interest income on the collateral for the SNIA litigation guarantee and delayed draw on Term Facilities |
|
(5) |
Remeasurement of contingent consideration related to the ImThera acquisition |
|
(6) |
SNIA environmental liability, legal expenses primarily related to 3T Heater-Cooler defense, MDR costs, 3T Heater-Cooler litigation provision, and R&D tax incentive |
|
(7) |
Non-cash expenses associated with share-based compensation costs |
|
(8) |
The impact of valuation allowances, discrete tax items, the tax impact of intercompany transactions, and the tax impact on non-GAAP adjustments |
|
(9) |
The denominator used to calculate the impact of non-GAAP adjustments on a per share basis and adjusted diluted earnings per share includes dilution from |
| • Numbers may not add precisely due to rounding. | |
|
|
||||
|
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED |
||||
|
(In millions) |
||||
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
Current Assets: |
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
Accounts receivable, net of allowance |
|
236.4 |
|
216.0 |
|
Inventories |
|
177.9 |
|
164.7 |
|
Prepaid and refundable taxes |
|
46.3 |
|
48.6 |
|
Prepaid expenses and other current assets |
|
58.9 |
|
36.8 |
|
Total Current Assets |
|
1,082.8 |
|
1,101.6 |
|
Property, plant, and equipment, net |
|
293.3 |
|
242.6 |
|
|
|
778.8 |
|
792.8 |
|
Intangible assets, net |
|
210.7 |
|
230.0 |
|
Operating lease assets |
|
56.7 |
|
55.5 |
|
Investments |
|
16.8 |
|
20.3 |
|
Deferred tax assets |
|
194.5 |
|
111.0 |
|
Long-term derivative assets |
|
52.6 |
|
36.6 |
|
Other assets |
|
26.9 |
|
15.7 |
|
Total Assets |
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
Current debt obligations |
|
|
|
|
|
Accounts payable |
|
106.9 |
|
97.2 |
|
Accrued liabilities and other |
|
128.9 |
|
107.1 |
|
SNIA environmental liability |
|
383.6 |
|
396.2 |
|
Current contingent consideration |
|
— |
|
50.0 |
|
Taxes payable |
|
28.9 |
|
33.1 |
|
Accrued employee compensation and related benefits |
|
87.9 |
|
92.9 |
|
Total Current Liabilities |
|
740.2 |
|
808.1 |
|
Long-term debt obligations |
|
295.2 |
|
345.2 |
|
Long-term contingent consideration |
|
45.4 |
|
42.0 |
|
Deferred tax liabilities |
|
7.7 |
|
9.6 |
|
Long-term operating lease liabilities |
|
48.8 |
|
48.3 |
|
Long-term employee compensation and related benefits |
|
13.9 |
|
13.6 |
|
Long-term derivative liabilities |
|
124.8 |
|
83.9 |
|
Other long-term liabilities |
|
65.1 |
|
55.4 |
|
Total Liabilities |
|
1,341.1 |
|
1,406.1 |
|
Total Shareholders’ Equity |
|
1,372.1 |
|
1,200.0 |
|
Total Liabilities and Shareholders’ Equity |
|
|
|
|
|
||||
|
|
|
|
||||
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED |
|
|
|
|
||
|
(In millions) |
|
Nine Months Ended |
||||
|
|
|
2026 |
|
|
2025 |
|
|
Operating Activities: |
|
|
|
|
||
|
Net income (loss) |
|
|
|
|
( |
) |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
||
|
Deferred income tax (benefit) expense |
|
(86.9 |
) |
|
4.1 |
|
|
Share-based compensation |
|
39.7 |
|
|
26.9 |
|
|
Remeasurement of derivative instruments |
|
29.4 |
|
|
(17.0 |
) |
|
Depreciation |
|
26.2 |
|
|
21.0 |
|
|
Amortization of intangible assets |
|
17.6 |
|
|
13.2 |
|
|
Amortization of debt issuance costs |
|
14.8 |
|
|
17.3 |
|
|
Remeasurement of contingent consideration to fair value |
|
13.8 |
|
|
5.5 |
|
|
Gain on sale of investment |
|
(13.6 |
) |
|
— |
|
|
Amortization of operating lease assets |
|
7.8 |
|
|
10.7 |
|
|
Impairment of investment |
|
1.1 |
|
|
1.1 |
|
|
Loss on debt extinguishment |
|
0.9 |
|
|
2.7 |
|
|
Loss on investment revaluation - Ceribell, Inc. |
|
— |
|
|
3.6 |
|
|
Other, net |
|
0.3 |
|
|
2.4 |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
||
|
Accounts receivable, net |
|
(22.5 |
) |
|
(5.8 |
) |
|
Inventories |
|
(15.4 |
) |
|
(8.1 |
) |
|
Other current and non-current assets |
|
(25.8 |
) |
|
50.6 |
|
|
Accounts payable and accrued current and non-current liabilities |
|
(14.7 |
) |
|
(36.1 |
) |
|
Taxes payable |
|
(11.3 |
) |
|
(13.6 |
) |
|
Litigation provision liability |
|
29.0 |
|
|
3.0 |
|
|
SNIA environmental liability |
|
— |
|
|
363.8 |
|
|
Net cash provided by operating activities |
|
155.5 |
|
|
171.9 |
|
|
Investing Activities: |
|
|
|
|
||
|
Purchases of property, plant, and equipment |
|
(76.6 |
) |
|
(48.8 |
) |
|
Proceeds from investments |
|
9.1 |
|
|
6.5 |
|
|
Purchases of investments |
|
(2.1 |
) |
|
— |
|
|
Other, net |
|
0.1 |
|
|
(0.4 |
) |
|
Net cash used in investing activities |
|
(69.6 |
) |
|
(42.7 |
) |
|
Financing Activities: |
|
|
|
|
||
|
Repayment of long-term debt obligations |
|
(95.9 |
) |
|
(216.8 |
) |
|
Payment of contingent consideration |
|
(50.4 |
) |
|
— |
|
|
Shares repurchased from employees for minimum tax withholding |
|
(11.7 |
) |
|
(3.6 |
) |
|
Other, net |
|
4.5 |
|
|
(2.3 |
) |
|
Net cash used in financing activities |
|
(153.6 |
) |
|
(222.8 |
) |
|
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
(4.3 |
) |
|
16.0 |
|
|
Net decrease in cash, cash equivalents, and restricted cash |
|
(72.1 |
) |
|
(77.5 |
) |
|
Cash, cash equivalents, and restricted cash at beginning of period |
|
635.6 |
|
|
723.6 |
|
|
Cash and cash equivalents at end of period |
|
|
|
|
|
|
|
||||||
|
COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE - UNAUDITED (In millions, except for per share amounts) |
||||||||||
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||
|
|
|
2026 |
|
|
2025 |
|
2026 |
|
2025 |
|
|
Numerator: |
|
|
|
|
|
|
|
|
||
|
Net income (loss) - basic |
|
|
|
|
|
|
|
|
( |
) |
|
Less: Gain on 2029 Notes conversion option change in fair value, net of tax (1) |
|
(28.2 |
) |
|
— |
|
— |
|
— |
|
|
Net income (loss) - diluted |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
||
|
Denominator: |
|
|
|
|
|
|
|
|
||
|
Basic weighted average shares outstanding |
|
55.1 |
|
|
54.6 |
|
54.9 |
|
54.5 |
|
|
Add: Dilutive effect of share-based compensation |
|
1.6 |
|
|
0.5 |
|
1.4 |
|
— |
|
|
Add: Dilutive effect of convertible debt instrument (1) |
|
0.6 |
|
|
— |
|
— |
|
— |
|
|
Diluted weighted average shares outstanding |
|
57.4 |
|
|
55.2 |
|
56.3 |
|
54.5 |
|
|
|
|
|
|
|
|
|
|
|
||
|
Earnings (Loss) Per Share: |
|
|
|
|
|
|
|
|
||
|
Basic |
|
|
|
|
|
|
|
|
( |
) |
|
Diluted |
|
|
|
|
|
|
|
|
( |
) |
|
(1) |
For the three months ended |
|
|
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED (In millions) |
||||||||||||||||||
|
|
|
Three Months Ended |
||||||||||||||||
|
|
|
2026 |
|
2025 |
||||||||||||||
|
|
|
GAAP Financial Measures |
|
Certain Tax Adjustments |
|
Adjusted Financial Measures |
|
GAAP Financial Measures |
|
Certain Tax Adjustments |
|
Adjusted Financial Measures |
||||||
|
Income before income tax |
|
|
|
|
$— |
|
|
|
|
|
|
|
|
$— |
|
|
|
|
|
Income tax expense |
|
12.4 |
|
|
9.1 |
|
|
21.5 |
|
|
7.1 |
|
|
10.4 |
|
|
17.5 |
|
|
Loss from equity method investments |
|
(0.1 |
) |
|
— |
|
|
(0.1 |
) |
|
— |
|
|
— |
|
|
— |
|
|
Net income |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
Income tax rate |
|
26.5 |
% |
|
|
|
23.3 |
% |
|
21.0 |
% |
|
|
|
22.1 |
% |
||
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED (In millions) |
||||||||||||||||||
|
|
|
Nine Months Ended |
||||||||||||||||
|
|
|
2026 |
|
2025 |
||||||||||||||
|
|
|
GAAP Financial Measures |
|
Certain Tax Adjustments |
|
Adjusted Financial Measures |
|
GAAP Financial Measures |
|
Certain Tax Adjustments |
|
Adjusted Financial Measures |
||||||
|
Income (loss) before income tax |
|
|
|
|
$— |
|
|
|
|
|
( |
) |
|
$— |
|
|
|
|
|
Income tax (benefit) expense |
|
(73.5 |
) |
|
131.5 |
|
|
58.0 |
|
|
24.9 |
|
|
24.1 |
|
|
49.0 |
|
|
Loss from equity method investments |
|
(1.0 |
) |
|
— |
|
|
(1.0 |
) |
|
— |
|
|
— |
|
|
— |
|
|
Net income (loss) |
|
|
|
|
( |
) |
|
|
|
|
( |
) |
|
( |
) |
|
|
|
|
Income tax rate |
|
(79.2 |
)% |
|
|
|
22.7 |
% |
|
(10.0 |
)% |
|
|
|
22.7 |
% |
||
|
||||||||||||||||||
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED (In millions) |
|
|
|
|
|
|
Three Months Ended |
|
|
Net cash provided by operating activities |
|
|
|
|
Less: Purchases of property, plant, and equipment |
|
(30.8 |
) |
|
Add: 3T Heater-Cooler litigation payments |
|
12.9 |
|
|
Adjusted free cash flow |
|
|
|
|
|||
The following table presents the reconciliation of GAAP diluted weighted average shares outstanding, used in the computation of GAAP diluted loss per share, to adjusted diluted weighted average shares outstanding, used in the computation of adjusted diluted earnings per share:
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED (In millions) |
|
|
|
|
|
Nine Months Ended
|
|
GAAP diluted weighted average shares outstanding |
|
54.5 |
|
Add: Effects of share-based compensation instruments |
|
0.3 |
|
Adjusted diluted weighted average shares outstanding |
|
54.8 |
|
||
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