LivaNova Reports Fourth-Quarter and Full-Year 2025 Results; Issues 2026 Guidance
– Delivered double-digit reported and organic revenue growth and continued operating margin expansion for full-year 2025
– Issued full-year 2026 guidance, including constant-currency revenue growth between 6.0% and 7.0% and adjusted diluted earnings per share in the range of
– Received increased provider reimbursement from
–
Financial Summary and Highlights (1)
-
Fourth-quarter revenue of
$360.9 million increased 12.1% on a reported basis and 9.5% on both a constant-currency and organic basis as compared to the prior-year period -
Fourth-quarter
U.S. GAAP diluted earnings per share of$0.56 and adjusted diluted earnings per share of$0.86 -
Full-year 2025 revenue of
$1.39 billion increased 10.7% on a reported basis, 9.7% on a constant-currency basis, and 10.7% on an organic basis as compared to the prior year -
Full-year 2025 U.S. GAAP diluted loss per share of
$4.45 , impacted by recording the SNIA environmental liability expense of$365.6 million , and adjusted diluted earnings per share of$3.90 -
Full-year 2025 net cash provided by operating activities of
$254.3 million and adjusted free cash flow of$183.3 million -
Expects full-year 2026 revenue to grow between 6.0% and 7.0% on a constant-currency basis. Adjusted diluted earnings per share for 2026 is expected to be in the range of
$4.15 to$4.25 . Adjusted free cash flow is expected to be in the range of$160 million to$180 million -
Received increased provider reimbursement from
U.S. Centers for Medicare & Medicaid Services for VNS Therapy™ for Drug-Resistant Epilepsy (DRE). EffectiveJan. 1, 2026 , provider reimbursement for VNS Therapy DRE procedures under Medicare significantly increased, with hospital outpatient payments rising by approximately 48% for new patient implants and 47% for end-of-service procedures versus 2025 rates -
Received U.S. Food and Drug Administration approval for the Company's cloud-based digital health platform, establishing the foundation to deliver greater convenience and deeper insights throughout the DRE patient journey -
Appointed
Lucile Blaise as Global Head of Commercialization, Obstructive Sleep Apnea (OSA), effectiveDec. 1, 2025 -
In
January 2026 , announced the publication of the RECOVER durability manuscript inThe International Journal of Neuropsychopharmacology , demonstrating durable outcomes through 24 months for adjunctive VNS Therapy in Treatment-Resistant Depression patients, including approximately 80% of patients maintaining clinically meaningful benefit
“In 2025,
|
(1) Constant-currency percent change, organic revenue 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. Organic revenue percent change excludes the impact of acquisitions, divestitures, and currency translation effects. 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 the forward-looking non-GAAP financial measures included in this paragraph to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts. |
Fourth-Quarter 2025 Results
The following table summarizes revenue by segment (in millions):
|
|
|
Three Months Ended
|
|
% Change |
|
Constant-
|
||||
|
|
|
2025 |
|
2024 |
|
|
||||
|
Cardiopulmonary |
|
|
|
|
|
13.7 |
% |
|
9.9 |
% |
|
Neuromodulation |
|
152.7 |
|
137.6 |
|
11.0 |
% |
|
9.9 |
% |
|
Other Revenue (1) |
|
1.6 |
|
2.5 |
|
(36.3 |
)% |
|
(41.7 |
)% |
|
Total Net Revenue |
|
|
|
|
|
12.1 |
% |
|
9.5 |
% |
|
Less: ACS (2) |
|
— |
|
0.1 |
|
(100.0 |
)% |
|
100.0 |
% |
|
Total Organic Net Revenue |
|
|
|
|
|
N/A |
|
|
9.5 |
% |
|
(1) “Other Revenue” includes rental and site services income not allocated to segments. In addition, for 2024, “Other Revenue” includes revenue from the Company’s former ACS reportable segment. |
|
(2) Includes the results from the wind-down portion of the Company’s former ACS reportable segment. |
|
Fourth-quarter 2025 Cardiopulmonary revenue increased 13.7% on a reported basis and 9.9% on a constant-currency basis versus the fourth quarter of 2024 with growth across all regions, driven by strong consumables demand and Essenz™ Perfusion System sales.
Fourth-quarter 2025 Neuromodulation revenue increased 11.0% on a reported basis and 9.9%on a constant-currency basis versus the fourth quarter of 2024 with growth across all regions.
Earnings Analysis
On a
On a
Full-Year 2025 Results
The following table summarizes revenue by segment (in millions):
|
|
|
Year Ended
|
|
% Change |
|
Constant-
|
||||
|
|
|
2025 |
|
2024 |
|
|
||||
|
Cardiopulmonary |
|
|
|
|
|
14.9 |
% |
|
13.3 |
% |
|
Neuromodulation |
|
592.8 |
|
554.2 |
|
7.0 |
% |
|
6.6 |
% |
|
Other Revenue (1) |
|
9.9 |
|
15.7 |
|
(37.2 |
)% |
|
(40.1 |
)% |
|
Total Net Revenue |
|
|
|
|
|
10.7 |
% |
|
9.7 |
% |
|
Less: ACS (2) |
|
— |
|
11.6 |
|
(100.0 |
)% |
|
100.0 |
% |
|
Total Organic Net Revenue |
|
|
|
|
|
N/A |
|
|
10.7 |
% |
|
(1) "Other Revenue" includes rental and site services income not allocated to segments. In addition, for 2024, “Other Revenue” includes revenue from the Company’s former ACS reportable segment |
|
(2) Includes the results from the wind-down portion of the Company’s former ACS reportable segment. |
|
Full-year 2025 Cardiopulmonary revenue increased 14.9% on a reported basis and 13.3% on a constant-currency basis versus full-year 2024 with growth across all regions, driven by Essenz Perfusion System sales and strong consumables demand as well as market share gains.
Full-year 2025 Neuromodulation revenue increased 7.0% on a reported basis and 6.6% on a constant-currency basis versus full-year 2024 with growth across all regions.
Earnings Analysis
On a
On a
Full-Year 2026 Guidance
Adjusted diluted earnings per share for 2026 is 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.
Webcast 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, and organic basis. Company management believes that these non-GAAP measures provide a useful way to evaluate the revenue performance of
Adjusted financial measures such as organic revenue, 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
|
|
||||||||||
|
NET REVENUE - UNAUDITED |
||||||||||
|
( |
||||||||||
|
|
|
Three Months Ended |
||||||||
|
|
|
2025 |
|
2024 |
|
% Change |
|
Constant-Currency % Change |
||
|
Cardiopulmonary |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
11.4 |
% |
|
11.4 |
% |
|
|
|
57.4 |
|
47.6 |
|
20.6 |
% |
|
10.4 |
% |
|
Rest of World (1) |
|
77.3 |
|
69.5 |
|
11.2 |
% |
|
8.1 |
% |
|
|
|
206.6 |
|
181.7 |
|
13.7 |
% |
|
9.9 |
% |
|
Neuromodulation |
|
|
|
|
|
|
|
|
||
|
|
|
119.7 |
|
110.5 |
|
8.3 |
% |
|
8.3 |
% |
|
|
|
17.6 |
|
14.0 |
|
25.7 |
% |
|
18.7 |
% |
|
Rest of World (1) |
|
15.5 |
|
13.1 |
|
18.0 |
% |
|
14.0 |
% |
|
|
|
152.7 |
|
137.6 |
|
11.0 |
% |
|
9.9 |
% |
|
Other Revenue (2) |
|
1.6 |
|
2.5 |
|
(36.3 |
)% |
|
(41.7 |
)% |
|
Totals |
|
|
|
|
|
|
|
|
||
|
|
|
191.5 |
|
175.1 |
|
9.4 |
% |
|
9.4 |
% |
|
|
|
75.0 |
|
61.6 |
|
21.7 |
% |
|
12.3 |
% |
|
Rest of World (1) |
|
94.4 |
|
85.1 |
|
10.9 |
% |
|
7.6 |
% |
|
|
|
|
|
|
|
12.1 |
% |
|
9.5 |
% |
|
(1) " |
|
(2) "Other Revenue" includes rental and site services income not allocated to segments. In addition, for 2024, “Other Revenue” includes revenue from the Company’s former ACS reportable segment. |
|
|
|
||||||||||
|
NET REVENUE - UNAUDITED |
||||||||||
|
( |
||||||||||
|
|
|
Year Ended |
||||||||
|
|
|
2025 |
|
2024 |
|
% Change |
|
Constant-Currency % Change |
||
|
Cardiopulmonary |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
13.8 |
% |
|
13.8 |
% |
|
|
|
201.0 |
|
168.0 |
|
19.7 |
% |
|
14.1 |
% |
|
Rest of World (1) |
|
308.5 |
|
273.0 |
|
13.0 |
% |
|
12.4 |
% |
|
|
|
785.4 |
|
683.5 |
|
14.9 |
% |
|
13.3 |
% |
|
Neuromodulation |
|
|
|
|
|
|
|
|
||
|
|
|
463.6 |
|
441.0 |
|
5.1 |
% |
|
5.1 |
% |
|
|
|
65.0 |
|
54.9 |
|
18.4 |
% |
|
13.8 |
% |
|
Rest of World (1) |
|
64.2 |
|
58.3 |
|
10.1 |
% |
|
11.2 |
% |
|
|
|
592.8 |
|
554.2 |
|
7.0 |
% |
|
6.6 |
% |
|
Other Revenue (2) |
|
9.9 |
|
15.7 |
|
(37.2 |
)% |
|
(40.1 |
)% |
|
Totals |
|
|
|
|
|
|
|
|
||
|
|
|
739.6 |
|
695.1 |
|
6.4 |
% |
|
6.4 |
% |
|
|
|
269.2 |
|
220.0 |
|
22.3 |
% |
|
16.8 |
% |
|
Rest of World (1) |
|
379.3 |
|
338.3 |
|
12.1 |
% |
|
11.7 |
% |
|
|
|
|
|
|
|
10.7 |
% |
|
9.7 |
% |
|
(1) " |
|
(2) "Other Revenue" includes rental and site services income not allocated to segments. In addition, for 2024, “Other Revenue” includes revenue from the Company’s former ACS reportable segment. |
|
|
|
||||||
|
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED |
||||||
|
( |
||||||
|
|
|
|
|
|
||
|
|
|
Three Months Ended
|
||||
|
|
|
2025 |
|
2024 |
||
|
Net revenue |
|
|
|
|
|
|
|
Cost of sales |
|
121.1 |
|
|
107.5 |
|
|
Gross profit |
|
239.8 |
|
|
214.4 |
|
|
Operating expenses: |
|
|
|
|
||
|
Selling, general, and administrative |
|
143.4 |
|
|
130.6 |
|
|
Research and development |
|
52.1 |
|
|
43.3 |
|
|
Other operating expense |
|
1.7 |
|
|
3.4 |
|
|
Operating income |
|
42.6 |
|
|
37.0 |
|
|
SNIA environmental liability expense |
|
(1.7 |
) |
|
— |
|
|
Interest expense |
|
(10.9 |
) |
|
(15.8 |
) |
|
Foreign exchange and other income/(expense) |
|
(2.3 |
) |
|
35.2 |
|
|
Income before income tax |
|
27.6 |
|
|
56.5 |
|
|
Income tax (benefit) expense |
|
(3.3 |
) |
|
0.6 |
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Basic income per share |
|
|
|
|
|
|
|
Diluted income per share |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Weighted average common shares outstanding: |
|
|
|
|
||
|
Basic |
|
54.6 |
|
|
54.4 |
|
|
Diluted |
|
55.5 |
|
|
54.7 |
|
|
||||||
|
Adjusted Financial Measures ( |
||||
|
|
||||
|
|
|
Three Months Ended |
||
|
|
|
2025 |
|
2024 |
|
Adjusted SG&A |
|
|
|
|
|
Adjusted R&D |
|
49.1 |
|
40.3 |
|
Adjusted operating income |
|
63.8 |
|
55.6 |
|
Adjusted net income |
|
47.7 |
|
44.2 |
|
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
|
||||||||
|
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||
|
Gross profit |
|
66.4 |
% |
|
66.6 |
% |
|
67.5 |
% |
|
67.7 |
% |
|
SG&A |
|
39.7 |
% |
|
40.6 |
% |
|
36.2 |
% |
|
37.9 |
% |
|
R&D |
|
14.4 |
% |
|
13.5 |
% |
|
13.6 |
% |
|
12.5 |
% |
|
Operating income |
|
11.8 |
% |
|
11.5 |
% |
|
17.7 |
% |
|
17.3 |
% |
|
Net income |
|
8.6 |
% |
|
17.4 |
% |
|
13.2 |
% |
|
13.7 |
% |
|
Income tax rate |
|
(11.9 |
)% |
|
1.0 |
% |
|
24.3 |
% |
|
19.8 |
% |
|
|
||||||
|
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - UNAUDITED |
||||||
|
( |
||||||
|
|
|
|
|
|
||
|
|
|
Year Ended |
||||
|
|
|
2025 |
|
2024 |
||
|
Net revenue |
|
|
|
|
|
|
|
Cost of sales |
|
448.2 |
|
|
400.0 |
|
|
Gross profit |
|
939.9 |
|
|
853.5 |
|
|
Operating expenses: |
|
|
|
|
||
|
Selling, general, and administrative |
|
548.8 |
|
|
508.9 |
|
|
Research and development |
|
185.8 |
|
|
182.5 |
|
|
Other operating expense |
|
5.9 |
|
|
33.0 |
|
|
Operating income |
|
199.4 |
|
|
129.1 |
|
|
SNIA environmental liability expense |
|
(365.6 |
) |
|
— |
|
|
Interest expense |
|
(49.3 |
) |
|
(63.1 |
) |
|
Loss on debt extinguishment |
|
(2.7 |
) |
|
(25.5 |
) |
|
Foreign exchange and other income/(expense) |
|
(2.7 |
) |
|
47.8 |
|
|
(Loss) income before income tax |
|
(220.8 |
) |
|
88.3 |
|
|
Income tax expense |
|
21.6 |
|
|
25.1 |
|
|
Loss from equity method investments |
|
(0.1 |
) |
|
— |
|
|
Net (loss) income |
|
( |
) |
|
|
|
|
|
|
|
|
|
||
|
Basic (loss) income per share |
|
( |
) |
|
|
|
|
Diluted (loss) income per share |
|
( |
) |
|
|
|
|
|
|
|
|
|
||
|
Weighted average common shares outstanding: |
|
|
|
|
||
|
Basic |
|
54.5 |
|
|
54.2 |
|
|
Diluted |
|
54.5 |
|
|
54.6 |
|
|
||||||
|
Adjusted Financial Measures (
|
||||
|
|
|
Year Ended |
||
|
|
|
2025 |
|
2024 |
|
Adjusted SG&A |
|
|
|
|
|
Adjusted R&D |
|
176.2 |
|
171.2 |
|
Adjusted operating income |
|
286.1 |
|
239.2 |
|
Adjusted net income |
|
214.6 |
|
184.3 |
|
Adjusted diluted earnings per share |
|
|
|
|
|
Statistics (as a % of net revenue, except for income tax rate) - Unaudited |
||||||||||||
|
|
||||||||||||
|
|
|
GAAP Year Ended
|
|
Adjusted Year Ended
|
||||||||
|
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||
|
Gross profit |
|
67.7 |
% |
|
68.1 |
% |
|
68.6 |
% |
|
68.8 |
% |
|
SG&A |
|
39.5 |
% |
|
40.6 |
% |
|
35.3 |
% |
|
36.0 |
% |
|
R&D |
|
13.4 |
% |
|
14.6 |
% |
|
12.7 |
% |
|
13.7 |
% |
|
Operating income |
|
14.4 |
% |
|
10.3 |
% |
|
20.6 |
% |
|
19.1 |
% |
|
Net (loss) income |
|
(17.5 |
)% |
|
5.0 |
% |
|
15.5 |
% |
|
14.7 |
% |
|
Income tax rate |
|
(9.8 |
)% |
|
28.4 |
% |
|
23.1 |
% |
|
21.0 |
% |
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED
( |
||||||||||||||||||
|
|
|
Non-GAAP Adjustments |
|
|||||||||||||||
|
Three Months Ended
|
GAAP Financial Measures |
Depreciation and Amortization Expenses (1) |
Divestiture 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 |
66.4 |
% |
0.5 |
% |
— |
% |
— |
% |
0.4 |
% |
— |
% |
0.1 |
% |
— |
% |
67.5 |
% |
|
Selling, general, and administrative |
143.4 |
|
(2.6 |
) |
— |
|
— |
|
— |
|
(2.8 |
) |
(7.4 |
) |
— |
|
130.6 |
|
|
Selling, general, and administrative as a percent of net revenue |
39.7 |
% |
(0.7 |
)% |
— |
% |
— |
% |
— |
% |
(0.8 |
)% |
(2.0 |
)% |
— |
% |
36.2 |
% |
|
Research and development |
52.1 |
|
— |
|
— |
|
— |
|
(1.0 |
) |
(0.6 |
) |
(1.5 |
) |
— |
|
49.1 |
|
|
Research and development as a percent of net revenue |
14.4 |
% |
— |
% |
— |
% |
— |
% |
(0.3 |
)% |
(0.2 |
)% |
(0.4 |
)% |
— |
% |
13.6 |
% |
|
Other operating expense |
1.7 |
|
— |
|
— |
|
— |
|
— |
|
(1.7 |
) |
— |
|
— |
|
— |
|
|
Operating income |
42.6 |
|
4.4 |
|
— |
|
— |
|
2.4 |
|
5.1 |
|
9.4 |
|
— |
|
63.8 |
|
|
Operating margin percent |
11.8 |
% |
1.2 |
% |
— |
% |
— |
% |
0.7 |
% |
1.4 |
% |
2.6 |
% |
— |
% |
17.7 |
% |
|
Net income |
30.9 |
|
4.4 |
|
(4.1 |
) |
16.6 |
|
2.4 |
|
6.8 |
|
9.4 |
|
(18.6 |
) |
47.7 |
|
|
Net income as a percent of net revenue |
8.6 |
% |
1.2 |
% |
(1.1 |
)% |
4.6 |
% |
0.7 |
% |
1.9 |
% |
2.6 |
% |
(5.2 |
)% |
13.2 |
% |
|
Diluted EPS |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
GAAP results for the three months ended |
|
(1) Depreciation and amortization associated with purchase price accounting |
|
(2) Gain on sale of asset |
|
(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) 3T Heater-Cooler defense legal expenses, SNIA environmental liability, and Saluggia site remediation provision |
|
(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 |
|
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED
( |
||||||||||||||||||||
|
|
|
Non-GAAP Adjustments |
|
|||||||||||||||||
|
Three Months Ended
|
GAAP Financial Measures |
Restructuring Expenses (1) |
Depreciation and Amortization Expenses (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 |
66.6 |
% |
— |
% |
0.5 |
% |
— |
% |
— |
% |
0.5 |
% |
— |
% |
0.1 |
% |
— |
% |
67.7 |
% |
|
Selling, general, and administrative |
130.6 |
|
— |
|
(2.6 |
) |
— |
|
— |
|
— |
|
(0.3 |
) |
(5.8 |
) |
— |
|
122.0 |
|
|
Selling, general, and administrative as a percent of net revenue |
40.6 |
% |
— |
% |
(0.8 |
)% |
— |
% |
— |
% |
— |
% |
(0.1 |
)% |
(1.8 |
)% |
— |
% |
37.9 |
% |
|
Research and development |
43.3 |
|
— |
|
— |
|
— |
|
— |
|
(1.4 |
) |
(0.8 |
) |
(0.9 |
) |
— |
|
40.3 |
|
|
Research and development as a percent of net revenue |
13.5 |
% |
— |
% |
— |
% |
— |
% |
— |
% |
(0.4 |
)% |
(0.2 |
)% |
(0.3 |
)% |
— |
% |
12.5 |
% |
|
Other operating expense |
3.4 |
|
(0.5 |
) |
— |
|
— |
|
— |
|
— |
|
(2.9 |
) |
— |
|
— |
|
— |
|
|
Operating income |
37.0 |
|
0.5 |
|
4.2 |
|
— |
|
— |
|
3.0 |
|
4.0 |
|
6.9 |
|
— |
|
55.6 |
|
|
Operating margin percent |
11.5 |
% |
0.2 |
% |
1.3 |
% |
— |
% |
— |
% |
0.9 |
% |
1.2 |
% |
2.2 |
% |
— |
% |
17.3 |
% |
|
Net income |
55.9 |
|
0.5 |
|
4.2 |
|
(7.1 |
) |
(12.8 |
) |
3.0 |
|
4.0 |
|
6.9 |
|
(10.3 |
) |
44.2 |
|
|
Net income as a percent of net revenue |
17.4 |
% |
0.2 |
% |
1.3 |
% |
(2.2 |
)% |
(4.0 |
)% |
0.9 |
% |
1.2 |
% |
2.2 |
% |
(3.2 |
)% |
13.7 |
% |
|
Diluted EPS |
|
|
|
|
|
|
( |
) |
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
GAAP results for the three months ended |
|
(1) Restructuring expenses related to organizational changes |
|
(2) Depreciation and amortization associated with purchase price accounting |
|
(3) Gain on investment revaluation of Ceribell, Inc. |
|
(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, and interest income on the collateral for the SNIA litigation guarantee and delayed draw on Term Facilities |
|
(5) Remeasurement of contingent consideration related to ImThera acquisition |
|
(6) Legal expenses primarily related to 3T Heater-Cooler defense, 3T Heater-Cooler litigation provision, cybersecurity incident costs net of insurance reimbursement, and Medical Device Regulation ("MDR") costs |
|
(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 |
|
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED
( |
||||||||||||||||||||||
|
|
|
Non-GAAP Adjustments |
|
|||||||||||||||||||
|
Year Ended
|
GAAP Financial Measures |
Restructuring Expenses (1) |
Depreciation and Amortization Expenses (2) |
Divestiture Related Items (3) |
Investment Related Items (4) |
Financing Related Items (5) |
Contingent Consideration (6) |
Certain Legal & Regulatory Costs (7) |
Share-based Compensation Costs (8) |
Certain Tax Adjustments (9) |
Adjusted Financial Measures |
|||||||||||
|
Cost of sales |
|
|
$— |
|
( |
) |
$— |
|
$— |
|
$— |
|
( |
) |
$— |
|
( |
) |
$— |
|
|
|
|
Gross profit percent |
67.7 |
% |
— |
% |
0.5 |
% |
— |
% |
— |
% |
— |
% |
0.3 |
% |
— |
% |
0.1 |
% |
— |
% |
68.6 |
% |
|
Selling, general, and administrative |
548.8 |
|
— |
|
(10.2 |
) |
— |
|
— |
|
— |
|
— |
|
(20.3 |
) |
(27.7 |
) |
— |
|
490.5 |
|
|
Selling, general, and administrative as a percent of net revenue |
39.5 |
% |
— |
% |
(0.7 |
)% |
— |
% |
— |
% |
— |
% |
— |
% |
(1.5 |
)% |
(2.0 |
)% |
— |
% |
35.3 |
% |
|
Research and development |
185.8 |
|
— |
|
0.2 |
|
— |
|
— |
|
— |
|
(3.6 |
) |
0.8 |
|
(6.9 |
) |
— |
|
176.2 |
|
|
Research and development as a percent of net revenue |
13.4 |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
(0.3 |
)% |
0.1 |
% |
(0.5 |
)% |
— |
% |
12.7 |
% |
|
Other operating expense |
5.9 |
|
0.2 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(6.1 |
) |
— |
|
— |
|
— |
|
|
Operating income |
199.4 |
|
(0.2 |
) |
17.1 |
|
— |
|
— |
|
— |
|
7.9 |
|
25.6 |
|
36.3 |
|
— |
|
286.1 |
|
|
Operating margin percent |
14.4 |
% |
— |
% |
1.2 |
% |
— |
% |
— |
% |
— |
% |
0.6 |
% |
1.8 |
% |
2.6 |
% |
— |
% |
20.6 |
% |
|
Net (loss) income |
(242.5 |
) |
(0.2 |
) |
17.1 |
|
(4.1 |
) |
4.2 |
|
47.5 |
|
7.9 |
|
391.1 |
|
36.3 |
|
(42.7 |
) |
214.6 |
|
|
Net (loss) income as a percent of net revenue |
(17.5 |
)% |
— |
% |
1.2 |
% |
(0.3 |
)% |
0.3 |
% |
3.4 |
% |
0.6 |
% |
28.2 |
% |
2.6 |
% |
(3.1 |
)% |
15.5 |
% |
|
Diluted EPS (10) |
( |
) |
$— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
GAAP results for the year ended |
|
(1) Restructuring expenses related to organizational changes |
|
(2) Depreciation and amortization associated with purchase price accounting |
|
(3) Gain on sale of asset |
|
(4) Loss on investment revaluation of Ceribell, Inc. and impairment of investment without readily determinable fair value |
|
(5) Non-cash interest expense on the 2025 and 2029 Notes and Revolving Credit Facility, mark-to-market adjustments for the 2025 and 2029 Notes embedded and capped call derivatives, interest expense on the Term Facilities, loss on debt extinguishment, and interest income on the collateral for the SNIA litigation guarantee and delayed draw on Term Facilities |
|
(6) Remeasurement of contingent consideration related to the ImThera acquisition |
|
(7) SNIA environmental liability, legal expenses primarily related to 3T Heater-Cooler defense, 3T Heater-Cooler litigation provision, MDR costs, Saluggia site remediation provision, cybersecurity incident costs net of insurance reimbursement, and R&D tax incentive |
|
(8) Non-cash expenses associated with share-based compensation costs |
|
(9) The impact of valuation allowances, discrete tax items, the tax impact of intercompany transactions, and the tax impact on non-GAAP adjustments |
|
(10) The denominator used to calculate the impact of non-GAAP adjustments on a per share basis and adjusted diluted earnings per common share includes dilution from |
|
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED
( |
||||||||||||||||||||
|
|
|
Non-GAAP Adjustments |
|
|||||||||||||||||
|
Year Ended
|
GAAP Financial Measures |
Restructuring Expenses (1) |
Depreciation and Amortization Expenses (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 |
68.1 |
% |
— |
% |
0.5 |
% |
— |
% |
— |
% |
0.1 |
% |
(0.1 |
)% |
0.1 |
% |
— |
% |
68.8 |
% |
|
Selling, general, and administrative |
508.9 |
|
— |
|
(10.5 |
) |
— |
|
— |
|
— |
|
(20.4 |
) |
(26.3 |
) |
— |
|
451.7 |
|
|
Selling, general, and administrative as a percent of net revenue |
40.6 |
% |
— |
% |
(0.8 |
)% |
— |
% |
— |
% |
— |
% |
(1.6 |
)% |
(2.1 |
)% |
— |
% |
36.0 |
% |
|
Research and development |
182.5 |
|
— |
|
0.2 |
|
— |
|
— |
|
(2.0 |
) |
(3.1 |
) |
(6.4 |
) |
— |
|
171.2 |
|
|
Research and development as a percent of net revenue |
14.6 |
% |
— |
% |
— |
% |
— |
% |
— |
% |
(0.2 |
)% |
(0.2 |
)% |
(0.5 |
)% |
— |
% |
13.7 |
% |
|
Other operating expense |
33.0 |
|
(13.4 |
) |
— |
|
— |
|
— |
|
— |
|
(19.7 |
) |
— |
|
— |
|
— |
|
|
Operating income |
129.1 |
|
13.4 |
|
17.1 |
|
— |
|
— |
|
3.3 |
|
42.4 |
|
33.9 |
|
— |
|
239.2 |
|
|
Operating margin percent |
10.3 |
% |
1.1 |
% |
1.4 |
% |
— |
% |
— |
% |
0.3 |
% |
3.4 |
% |
2.7 |
% |
— |
% |
19.1 |
% |
|
Net income |
63.2 |
|
13.4 |
|
17.1 |
|
(1.5 |
) |
36.4 |
|
3.3 |
|
42.4 |
|
33.9 |
|
(24.0 |
) |
184.3 |
|
|
Net income as a percent of net revenue |
5.0 |
% |
1.1 |
% |
1.4 |
% |
(0.1 |
)% |
2.9 |
% |
0.3 |
% |
3.4 |
% |
2.7 |
% |
(1.9 |
)% |
14.7 |
% |
|
Diluted EPS |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
GAAP results for the year ended |
|
(1) Restructuring expenses related to organizational changes |
|
(2) Depreciation and amortization associated with purchase price accounting |
|
(3) Gain on investment revaluation of Ceribell, Inc. and impairment of investment in |
|
(4) Loss on debt extinguishment, 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, and interest income on the collateral for the SNIA litigation guarantee and delayed draw on Term Facilities |
|
(5) Remeasurement of contingent consideration related to ImThera acquisition |
|
(6) 3T Heater-Cooler litigation provision, legal expenses primarily related to 3T Heater-Cooler defense, cybersecurity incident costs net of insurance reimbursement, MDR costs, and costs related to the SNIA matter |
|
(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 |
|
|
|
||||
|
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED |
||||
|
( |
||||
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
Current Assets: |
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
Restricted cash |
|
— |
|
294.7 |
|
Accounts receivable, net of allowance |
|
216.0 |
|
193.2 |
|
Inventories |
|
164.7 |
|
147.6 |
|
Prepaid and refundable taxes |
|
48.6 |
|
30.5 |
|
Prepaid expenses and other current assets |
|
36.8 |
|
32.4 |
|
Total Current Assets |
|
1,101.6 |
|
1,127.2 |
|
Property, plant and equipment, net |
|
242.6 |
|
170.3 |
|
|
|
792.8 |
|
750.0 |
|
Intangible assets, net |
|
230.0 |
|
237.3 |
|
Operating lease assets |
|
55.5 |
|
46.8 |
|
Investments |
|
20.3 |
|
25.1 |
|
Deferred tax assets |
|
111.0 |
|
111.9 |
|
Long-term derivative assets |
|
36.6 |
|
23.7 |
|
Other assets |
|
15.7 |
|
14.1 |
|
Total Assets |
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
Current debt obligations |
|
|
|
|
|
Accounts payable |
|
97.2 |
|
69.7 |
|
Accrued liabilities and other |
|
94.6 |
|
118.5 |
|
SNIA environmental liability |
|
396.2 |
|
— |
|
Current contingent consideration |
|
50.0 |
|
— |
|
Current litigation provision liability |
|
12.6 |
|
12.9 |
|
Taxes payable |
|
33.1 |
|
32.5 |
|
Accrued employee compensation and related benefits |
|
92.9 |
|
80.5 |
|
Total Current Liabilities |
|
808.1 |
|
392.1 |
|
Long-term debt obligations |
|
345.2 |
|
549.6 |
|
Long-term contingent consideration |
|
42.0 |
|
84.2 |
|
Deferred tax liabilities |
|
9.6 |
|
10.9 |
|
Long-term operating lease liabilities |
|
48.3 |
|
40.1 |
|
Long-term employee compensation and related benefits |
|
13.6 |
|
12.8 |
|
Long-term derivative liabilities |
|
83.9 |
|
51.8 |
|
Other long-term liabilities |
|
55.4 |
|
44.5 |
|
Total Liabilities |
|
1,406.1 |
|
1,186.1 |
|
Total Shareholders’ Equity |
|
1,200.0 |
|
1,320.3 |
|
Total Liabilities and Shareholders’ Equity |
|
|
|
|
|
||||
|
|
|
|
|
|
||
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED |
|
|
|
|
||
|
( |
|
Year Ended |
||||
|
|
|
2025 |
|
2024 |
||
|
Operating Activities: |
|
|
|
|
||
|
Net (loss) income |
|
( |
) |
|
|
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities |
|
|
|
|
||
|
Share-based compensation |
|
36.3 |
|
|
33.9 |
|
|
Depreciation |
|
28.6 |
|
|
25.1 |
|
|
Amortization of debt issuance costs |
|
23.1 |
|
|
21.6 |
|
|
Amortization |
|
17.7 |
|
|
17.2 |
|
|
Amortization of operating lease assets |
|
13.4 |
|
|
8.8 |
|
|
Remeasurement of contingent consideration to fair value |
|
7.9 |
|
|
3.3 |
|
|
Remeasurement of derivative instruments, net |
|
(6.9 |
) |
|
(25.3 |
) |
|
Gain on sale of asset |
|
(4.1 |
) |
|
— |
|
|
Loss (gain) on investment revaluation - Ceribell, Inc. |
|
3.6 |
|
|
(7.1 |
) |
|
Loss on debt extinguishment |
|
2.7 |
|
|
25.5 |
|
|
Deferred income tax expense (benefit) |
|
0.5 |
|
|
6.8 |
|
|
Impairment of investments |
|
1.1 |
|
|
5.8 |
|
|
Other |
|
3.2 |
|
|
3.0 |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
||
|
Accounts receivable, net |
|
(10.7 |
) |
|
11.1 |
|
|
Inventories |
|
(5.3 |
) |
|
(6.8 |
) |
|
Other current and non-current assets |
|
38.5 |
|
|
(1.6 |
) |
|
Accounts payable and accrued current and non-current liabilities |
|
(13.4 |
) |
|
(14.5 |
) |
|
Taxes payable |
|
(3.6 |
) |
|
10.9 |
|
|
SNIA environmental liability |
|
365.6 |
|
|
— |
|
|
Litigation provision liability |
|
(1.1 |
) |
|
2.3 |
|
|
Net cash provided by operating activities |
|
254.3 |
|
|
183.0 |
|
|
Investing Activities: |
|
|
|
|
||
|
Purchases of property, plant, and equipment |
|
(81.1 |
) |
|
(47.1 |
) |
|
Proceeds from sale of investment |
|
6.5 |
|
|
— |
|
|
Proceeds from asset sales |
|
7.3 |
|
|
0.1 |
|
|
Purchases of investments |
|
(5.7 |
) |
|
(1.1 |
) |
|
Net cash used in investing activities |
|
(72.9 |
) |
|
(48.2 |
) |
|
Financing Activities: |
|
|
|
|
||
|
Repayment of long-term debt obligations |
|
(280.9 |
) |
|
(247.5 |
) |
|
Shares repurchased from employees for minimum tax withholding |
|
(4.4 |
) |
|
(8.4 |
) |
|
Proceeds from exercise of stock options |
|
— |
|
|
6.3 |
|
|
Proceeds from long-term debt obligations |
|
— |
|
|
335.5 |
|
|
Payment of debt extinguishment costs |
|
— |
|
|
(39.0 |
) |
|
Purchase of capped calls |
|
— |
|
|
(31.6 |
) |
|
Proceeds from unwind of capped calls |
|
— |
|
|
22.5 |
|
|
Payment of contingent consideration |
|
— |
|
|
(13.8 |
) |
|
Payment of debt issuance costs |
|
— |
|
|
(5.9 |
) |
|
Other |
|
(0.3 |
) |
|
0.4 |
|
|
Net cash (used in) provided by financing activities |
|
(285.7 |
) |
|
18.6 |
|
|
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
16.2 |
|
|
(7.7 |
) |
|
Net (decrease) increase in cash, cash equivalents, and restricted cash |
|
(88.0 |
) |
|
145.7 |
|
|
Cash, cash equivalents, and restricted cash at beginning of period |
|
723.6 |
|
|
577.9 |
|
|
Cash, cash equivalents, and restricted cash at end of period |
|
|
|
|
|
|
|
||||||
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED
( |
||||||||||||||||||
|
|
|
Three Months Ended |
||||||||||||||||
|
|
|
2025 |
|
2024 |
||||||||||||||
|
|
|
GAAP Financial Measures |
|
Certain Tax Adjustments |
|
Adjusted Financial Measures |
|
GAAP Financial Measures |
|
Certain Tax Adjustments |
|
Adjusted Financial Measures |
||||||
|
Income before income tax |
|
|
|
|
$— |
|
|
|
|
|
|
|
|
$— |
|
|
|
|
|
Income tax (benefit) expense |
|
(3.3 |
) |
|
18.6 |
|
|
15.3 |
|
|
0.6 |
|
|
10.3 |
|
|
10.9 |
|
|
Net income |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
Income tax rate |
|
(11.9 |
)% |
|
|
|
24.3 |
% |
|
1.0 |
% |
|
|
|
19.8 |
% |
||
|
|
|
Year Ended |
||||||||||||||||
|
|
|
2025 |
|
2024 |
||||||||||||||
|
|
|
GAAP Financial Measures |
|
Certain Tax Adjustments |
|
Adjusted Financial Measures |
|
GAAP Financial Measures |
|
Certain Tax Adjustments |
|
Adjusted Financial Measures |
||||||
|
(Loss) income before income tax |
|
( |
) |
|
$— |
|
|
|
|
|
|
|
|
$— |
|
|
|
|
|
Income tax expense |
|
21.6 |
|
|
42.7 |
|
|
64.3 |
|
|
25.1 |
|
|
24.0 |
|
|
49.0 |
|
|
Net (loss) income |
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
Income tax rate |
|
(9.8 |
)% |
|
|
|
23.1 |
% |
|
28.4 |
% |
|
|
|
21.0 |
% |
||
|
||||||||||||||||||
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED
( |
||||||||||
|
|
|
Three Months Ended |
|
% Change |
|
Constant-Currency
|
||||
|
|
|
2025 |
|
2024 |
|
|
||||
|
GAAP net revenue |
|
|
|
|
|
12.1 |
% |
|
9.5 |
% |
|
Less: ACS (1) |
|
— |
|
0.1 |
|
(100.0 |
)% |
|
100.0 |
% |
|
Organic net revenue |
|
|
|
|
|
N/A |
|
|
9.5 |
% |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Year Ended |
|
% Change |
|
Constant-Currency
|
||||
|
|
|
2025 |
|
2024 |
|
|
||||
|
GAAP net revenue |
|
|
|
|
|
10.7 |
% |
|
9.7 |
% |
|
Less: ACS (1) |
|
— |
|
11.6 |
|
(100.0 |
)% |
|
100.0 |
% |
|
Organic net revenue |
|
|
|
|
|
N/A |
|
|
10.7 |
% |
|
|
||||||||||
|
(1) Includes net revenue from the Company's former ACS reportable segment. |
||||||||||
|
||||||||||
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED
( |
|
|
|
|
||
|
|
|
Three Months Ended
|
|
Year Ended
|
||
|
Net cash provided by operating activities |
|
|
|
|
|
|
|
Less: Purchases of plant, property, and equipment |
|
(32.2 |
) |
|
(81.1 |
) |
|
Less: Cybersecurity incident insurance proceeds |
|
(0.6 |
) |
|
(1.7 |
) |
|
Less: Dividends received from investments |
|
— |
|
|
(0.6 |
) |
|
Add: 3T Heater-Cooler litigation payments |
|
3.9 |
|
|
5.8 |
|
|
Add: SNIA financing and other costs |
|
— |
|
|
6.5 |
|
|
Adjusted free cash flow |
|
|
|
|
|
|
|
|
||||||
The following table presents the reconciliation of GAAP diluted weighted average shares outstanding, used in the computation of GAAP diluted net loss per common share, to adjusted diluted weighted average shares outstanding, used in the computation of adjusted diluted earnings per common share:
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED (shares in millions) |
||
|
|
|
Year Ended |
|
GAAP diluted weighted average shares outstanding |
|
54.5 |
|
Add: Effects of share-based compensation instruments |
|
0.5 |
|
Adjusted diluted weighted average shares outstanding |
|
55.0 |
|
||
View source version on businesswire.com: https://www.businesswire.com/news/home/20260225178019/en/
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