LivaNova PLC 10-Q for FY2026 Q3

LivaNova PLC (LIVN)

10-Q 2026-11-04 For: 2026-09-30

Added on November 04, 2026

About this 10-Q

LivaNova PLC filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).

LivaNova PLC said the FDA granted PMA on March 18, 2026, for the aura6000 System to treat adult patients with moderate to severe OSA who failed, do not tolerate, or are ineligible for first-line therapies. AI summary

Headline figures

Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $393.15M; up 9.9% from $357.75M a year earlier
Net income: $34.29M; up 28.0% from net income of $26.78M a year earlier
Diluted EPS: $0.11; down 77.6% from $0.49 a year earlier

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Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐


Class			Outstanding on October 28, 2026
Ordinary Shares - £1.00 par value per share			55,086,809


Item	Description	Page
	Definitions	1
	Intellectual Property, Trademarks, and Trade Names	3
	Cautionary Note About Forward-Looking Statements	4
	PART I. FINANCIAL INFORMATION
1.	Financial Statements (unaudited)	5
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
3.	Quantitative and Qualitative Disclosures About Market Risk	31
4.	Controls and Procedures	31
	PART II. OTHER INFORMATION
1.	Legal Proceedings	32
1A.	Risk Factors	32
2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
3.	Defaults Upon Senior Securities	32
4.	Mine Safety Disclosures	32
5.	Other Information	32
6.	Exhibits	33
	Signatures	34


Abbreviation						Definition
2016 Decision						Decision by the Court of Milan in 2016 to dismiss all legal actions of SNIA and of the Public Administrations and to further require the Public Administrations to pay Sorin €292,000 for legal fees
2021 First Lien Credit Agreement						First Lien Credit Agreement between LivaNova PLC and its wholly-owned subsidiary, LivaNova USA, Inc., and Goldman Sachs Bank USA, as First Lien Administrative Agent and First Lien Collateral Agent, entered into on August 13, 2021
2025 Capped Calls						Privately-negotiated capped call transactions entered into with certain financial institutions
2025 Embedded Derivative						The bifurcated embedded derivative associated with the 2025 Notes
2025 Form 10-K						LivaNova PLC’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026
2025 Notes						$287.5 million aggregate principal amount 3.00% unsecured cash exchangeable senior notes due December 15, 2025, by private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, issued by LivaNova USA on June 17, 2020
2029 Capped Calls						Privately-negotiated capped call transactions entered into with certain financial institutions
2029 Embedded Derivative						The bifurcated embedded derivative associated with the 2029 Notes
2029 Notes						$345.0 million aggregate principal amount 2.50% unsecured convertible senior notes due 2029 by private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, issued by LivaNova PLC on March 8, 2024
AI						Artificial intelligence
AOCI						Accumulated other comprehensive income (loss)
ASU						Accounting Standards Update
Capped Call Transactions						The 2025 Capped Calls and the 2029 Capped Calls
CEO						Chief Executive Officer
CFO						Chief Financial Officer
CODM						Chief Operating Decision Maker
Court of Appeal						Court of Appeal in Milan
Delayed Draw Term Facility						$50.0 million delayed draw term facility under the 2021 First Lien Credit Agreement, resulting from the Incremental Facility Amendment No. 2
DRE						Drug-resistant epilepsy
DTD						Difficult-to-treat Depression - The Company’s broader business and strategic communications reference DTD as the preferred disease state when speaking more broadly about depression treatment, as it is a more inclusive and clinically evolving concept that encompasses patients whose depression continues to cause significant burden despite usual treatment efforts. Meanwhile, LivaNova’s RECOVER clinical study defines the patient population using the inclusion criteria for TRD, typically characterized by major depressive disorder that does not adequately respond to at least two different antidepressant treatments given at an appropriate dose and duration. As a result, the Company uses TRD in the context of the RECOVER study to maintain consistency with the study protocol approved by the U.S. Centers for Medicare & Medicaid Services. References to either term in this filing are context-dependent but describe overlapping populations.
ECJ						European Court of Justice
Embedded Derivatives						The bifurcated embedded derivatives associated with the 2025 Notes and 2029 Notes, collectively

ERP						Enterprise resource planning
Exchange Act						U.S. Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
FDA						U.S. Food and Drug Administration
FX						Foreign currency exchange rate


HLM						Heart-lung machine


Abbreviation						Definition
IEEPA						International Emergency Economic Powers Act
ImThera						ImThera Medical, Inc. was a company developing an implantable neurostimulation device system for the treatment of obstructive sleep apnea that LivaNova acquired in 2018
Incremental Facility Amendment No. 2						An incremental facility amendment to the 2021 First Lien Credit Agreement, dated July 6, 2022
Incremental Facility Amendment No. 3						An incremental facility amendment to the 2021 First Lien Credit Agreement, dated March 8, 2024
Initial Term Facility						$300.0 million term facility under the 2021 First Lien Credit Agreement, resulting from the Incremental Facility Amendment No. 2
IPR&D						In-Process Research and Development
ISIN						National Inspectorate for Nuclear Safety and Radiation Protection, a sub-body of the Italian Ministry of Economic Development
IT						Information technology
LivaNova PLC						A public limited company organized under the laws of England and Wales on February 20, 2015
LivaNova USA						LivaNova USA, Inc.
LSM						LivaNova Site Management S.r.l.

MedTech						Medical technology
Nasdaq						Nasdaq Global Select Market

OBBBA						One Big Beautiful Bill Act



OSA						Obstructive sleep apnea
PMA						Premarket approval
Public Administrations						The Italian Ministry of the Environment and other Italian government agencies
R&D						Research and development
Report						This Quarterly Report on Form 10-Q
RSU						Restricted stock unit
SAR						Stock appreciation right
SEC						U.S. Securities and Exchange Commission

Securities Act						U.S. Securities Act of 1933, as amended
SG&A						Selling, general, and administrative

SNIA						SNIA S.p.A.
SNIA Litigation Guarantee						A first demand bank guarantee of €270.0 million in connection with the SNIA environmental litigation
Sorin						Sorin S.p.A.
Term Facilities						The Initial Term Facility, together with the Delayed Draw Term Facility
TRD						Treatment-resistant Depression - LivaNova’s RECOVER clinical study defines the patient population using the inclusion criteria for TRD, typically characterized by major depressive disorder that does not adequately respond to at least two different antidepressant treatments given at an appropriate dose and duration. As a result, the Company uses TRD in the context of the RECOVER study to maintain consistency with the study protocol approved by the U.S. Centers for Medicare & Medicaid Services. Meanwhile, the Company’s broader business and strategic communications reference DTD as the preferred disease state when speaking more broadly about depression treatment, as it is a more inclusive and clinically evolving concept that encompasses patients whose depression continues to cause significant burden despite usual treatment efforts. References to either term in this filing are context-dependent but describe overlapping populations.
U.S.						United States of America
U.S. GAAP						Generally Accepted Accounting Principles in the U.S.
UK						United Kingdom
USD						U.S. dollar

VNS Therapy						LivaNova Vagus Nerve Stimulation Therapy


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Net revenue	$	393,148	$	357,753	$	1,145,993	$	1,027,132
Cost of sales	128,097		112,898		363,523		327,035
Gross profit	265,051		244,855		782,470		700,097
Operating expenses:
Selling, general, and administrative	154,928		138,522		456,624		405,448
Research and development	47,685		48,577		160,042		133,641
Other operating expense	34,013		3,744		46,424		4,196
Operating income	28,425		54,012		119,380		156,812
SNIA environmental liability expense	—		(1,745)		—		(363,815)
Interest expense	(7,952)		(10,863)		(23,419)		(41,080)

Foreign exchange and other income/(expense)	26,301		(7,493)		(3,223)		(332)
Income (loss) before income tax	46,774		33,911		92,738		(248,415)
Income tax expense (benefit)	12,396		7,114		(73,468)		24,921
Loss from equity method investments	(84)		(13)		(1,049)		(41)
Net income (loss)	$	34,294	$	26,784	$	165,157	$	(273,377)


Earnings (loss) per share:
Basic	$	0.62	$	0.49	$	3.01	$	(5.01)
Diluted	$	0.11	$	0.49	$	2.93	$	(5.01)

Weighted average shares outstanding:
Basic	55,088		54,630		54,918		54,529
Diluted	57,367		55,153		56,316		54,529


	September 30, 2026		December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	563,467	$	635,552

Accounts receivable, net of allowance of $10,736 as of September 30, 2026 and $12,527 as of December 31, 2025	236,374		215,985
Inventories	177,881		164,701
Prepaid and refundable taxes	46,273		48,606


Prepaid expenses and other current assets	58,853		36,769
Total Current Assets	1,082,848		1,101,613
Property, plant, and equipment, net	293,322		242,603
Goodwill	778,805		792,840
Intangible assets, net	210,730		229,964
Operating lease assets	56,677		55,519
Investments	16,801		20,291
Deferred tax assets	194,453		110,983
Long-term derivative assets	52,593		36,551
Other assets	26,895		15,689
Total Assets	$	2,713,124	$	2,606,053
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current debt obligations	$	3,896	$	31,472
Accounts payable	106,912		97,157
Accrued liabilities and other	128,934		107,125
SNIA environmental liability	383,642		396,242
Current contingent consideration	—		50,030

Taxes payable	28,898		33,133
Accrued employee compensation and related benefits	87,911		92,913

Total Current Liabilities	740,193		808,072
Long-term debt obligations	295,194		345,185
Long-term contingent consideration	45,394		42,045

Deferred tax liabilities	7,742		9,590
Long-term operating lease liabilities	48,794		48,327
Long-term employee compensation and related benefits	13,904		13,574
Long-term derivative liabilities	124,752		83,904
Other long-term liabilities	65,080		55,369
Total Liabilities	1,341,053		1,406,066
Commitments and contingencies (Note 6)
Shareholders’ Equity:
Ordinary Shares, £1.00 par value: Unlimited shares authorized; 55,604,976 shares issued and 55,085,074 shares outstanding as of September 30, 2026; 55,535,181 shares issued and 54,649,085 shares outstanding as of December 31, 2025	84,599		84,564
Additional paid-in capital	2,283,983		2,254,980
Accumulated other comprehensive (loss) income	(15,253)		7,330
Accumulated deficit	(980,564)		(1,145,721)
Treasury shares at cost, 519,902 ordinary shares as of September 30, 2026; 886,096 ordinary shares as of December 31, 2025	(694)		(1,166)
Total Shareholders’ Equity	1,372,071		1,199,987
Total Liabilities and Shareholders’ Equity	$	2,713,124	$	2,606,053


	Total		Fair Value Measurements Using Inputs Considered as:
September 30, 2026			Level 1		Level 2		Level 3
Assets:
Derivative assets - freestanding instruments (FX)	$	51	$	—	$	51	$	—
Derivative assets - 2029 Capped Calls	52,593		—		—		52,593
Investment in convertible notes receivable	4,167		—		—		4,167
	$	56,811	$	—	$	51	$	56,760
Liabilities:
Derivative liabilities - freestanding instruments (FX)	$	148	$	—	$	148	$	—
Derivative liabilities - 2029 Embedded Derivative	124,752		—		—		124,752
ImThera contingent consideration arrangements	45,394		—		—		45,394
	$	170,294	$	—	$	148	$	170,146


	Derivative Assets - 2029 Capped Calls (1)		Investment in Convertible Notes Receivable		Derivative Liabilities - 2029 Embedded Derivative (1)		ImThera Contingent Consideration Arrangements Liability
June 30, 2026	$	57,293	$	3,000	$	152,904	$	42,121
Additions	—		1,167		—		—
Changes in fair value (2)	(4,700)		—		(28,152)		3,273
September 30, 2026	$	52,593	$	4,167	$	124,752	$	45,394


	Derivative Assets - 2025 Capped Calls (1)		Derivative Assets - 2029 Capped Calls (1)		Derivative Liabilities - 2025 Embedded Derivative (1)		Derivative Liabilities - 2029 Embedded Derivative (1)		ImThera Contingent Consideration Arrangements Liability
June 30, 2025	$	1,303	$	21,658	$	1,363	$	48,093	$	87,927



Changes in fair value (2)	324		6,353		322		16,422		1,755
September 30, 2025	$	1,627	$	28,011	$	1,685	$	64,515	$	89,682


	September 30, 2026		December 31, 2025		Maturity	Interest Rate
2029 Notes	$	289,886	$	275,599	March 2029	2.50%
Term Facilities	—		95,063
Other	5,498		5,401
Total long-term debt	295,384		376,063
Less: Current portion of long-term debt	190		30,878
Total long-term debt obligations	$	295,194	$	345,185


As of December 31, 2025	$	15,602
Payments	(16,383)
Adjustments (1)	45,346
FX and other	(388)
As of September 30, 2026	44,177
Less: Current portion as of September 30, 2026 (2)	27,824
Long-term portion as of September 30, 2026 (3)	$	16,353


	Ordinary Shares	Ordinary Shares - Amount		Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Accumulated Deficit		Treasury Shares		Total Shareholders’ Equity
June 30, 2026	55,601	$	84,599	$	2,270,699	$	(14,386)	$	(1,014,858)	$	(732)	$	1,325,322
Share-based compensation plans	4	—		13,284		—		—		38		13,322
Net income	—	—		—		—		34,294		—		34,294
Other comprehensive loss	—	—		—		(867)		—		—		(867)
September 30, 2026	55,605	$	84,599	$	2,283,983	$	(15,253)	$	(980,564)	$	(694)	$	1,372,071

June 30, 2025	55,499	$	84,521	$	2,234,777	$	8,113	$	(1,203,411)	$	(1,161)	$	1,122,839
Share-based compensation plans	4	(1)		10,247		—		—		(34)		10,212
Net income	—	—		—		—		26,784		—		26,784
Other comprehensive loss	—	—		—		(2,605)		—		—		(2,605)
September 30, 2025	55,503	$	84,520	$	2,245,024	$	5,508	$	(1,176,627)	$	(1,195)	$	1,157,230


	Foreign Currency Translation Adjustments (1)
December 31, 2025	$	7,330


Other comprehensive loss before reclassifications, net of tax	(22,583)


Reclassification of amounts from AOCI, net of tax	—
Net current-period other comprehensive loss, net of tax	(22,583)
September 30, 2026	$	(15,253)


	Foreign Currency Translation Adjustments (1)
December 31, 2024	$	(80,170)


Other comprehensive income before reclassifications, net of tax	85,678


Reclassification of amounts from AOCI, net of tax	—
Net current-period other comprehensive income, net of tax	85,678
September 30, 2025	$	5,508


	Nine Months Ended September 30,
	2026		2025
Operating Activities:
Net income (loss)	$	165,157	$	(273,377)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income tax (benefit) expense	(86,892)		4,066
Share-based compensation	39,707		26,904
Remeasurement of derivative instruments	29,395		(16,990)
Depreciation	26,156		21,008
Amortization of intangible assets	17,609		13,186
Amortization of debt issuance costs	14,843		17,259
Remeasurement of contingent consideration to fair value	13,777		5,464
Gain on sale of investment	(13,648)		—
Amortization of operating lease assets	7,820		10,732
Impairment of investment	1,132		1,112
Loss on debt extinguishment	857		2,651
Loss on investment revaluation - Ceribell, Inc.	—		3,622
Other, net	256		2,427
Changes in operating assets and liabilities:
Accounts receivable, net	(22,488)		(5,830)
Inventories	(15,422)		(8,100)
Other current and non-current assets	(25,777)		50,582
Accounts payable and accrued current and non-current liabilities	(14,728)		(36,051)
Taxes payable	(11,250)		(13,575)
Litigation provision liability	28,963		3,038
SNIA environmental liability	—		363,815
Net cash provided by operating activities	155,467		171,943
Investing Activities:
Purchases of property, plant, and equipment	(76,614)		(48,817)
Proceeds from investments	9,068		6,522
Purchases of investments	(2,115)		—
Other, net	55		(358)
Net cash used in investing activities	(69,606)		(42,653)
Financing Activities:
Repayment of long-term debt obligations	(95,938)		(216,813)
Payment of contingent consideration	(50,429)		—
Shares repurchased from employees for minimum tax withholding	(11,724)		(3,625)
Other, net	4,480		(2,338)
Net cash used in financing activities	(153,611)		(222,776)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Service-based RSUs	$	8,254	$	4,715	$	21,004	$	12,784
Service-based SARs	2,945		3,494		9,881		9,628
Market performance-based RSUs	1,276		629		3,532		1,558
Operating performance-based RSUs	1,721		748		4,121		2,030
Employee share purchase plan	359		361		1,169		904
	$	14,555	$	9,947	$	39,707	$	26,904


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Cardiopulmonary
United States	$	80,407	$	71,946	$	222,479	$	204,023
Europe (1)	57,061		50,052		176,324		143,605
Rest of World (1)	87,836		81,220		256,732		231,182
	225,304		203,218		655,535		578,810
Neuromodulation
United States	130,737		118,390		372,693		343,950
Europe (1)	16,608		14,521		54,814		47,445
Rest of World (1)	18,782		16,614		57,353		48,693
	166,127		149,525		484,860		440,088
Other revenue (2)	1,717		5,010		5,598		8,234
Total Company
United States	211,144		190,447		595,172		548,085
Europe (1)	73,671		67,683		231,140		194,160
Rest of World (1)	108,333		99,623		319,681		284,887
	$	393,148	$	357,753	$	1,145,993	$	1,027,132


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Cardiopulmonary	$	12,311	$	9,495	$	35,251	$	23,431
Neuromodulation	7,217		4,738		23,840		10,988
Other capital expenditures (1)	9,763		9,151		21,458		16,642
	$	29,291	$	23,384	$	80,549	$	51,061


	Nine Months Ended September 30, 2026
	Shares	Weighted Average Grant Date Fair Value
Service-based RSUs	580	$	62.77
Performance-based RSUs (1) (2)	188	70.26


	September 30, 2026		December 31, 2025
Raw materials	$	65,110	$	75,800
Work-in-process	32,615		12,875
Finished goods	80,156		76,026
	$	177,881	$	164,701


	September 30, 2026		December 31, 2025
Legal and professional costs	$	17,467	$	18,396
Italian MedTech payback measure	14,526		12,839
Product liability litigation provision (1)	27,824		12,552
Contract liabilities	13,643		11,510
Operating lease liabilities	9,187		8,788
Royalty accrual	5,284		4,758
Provisions for agents, returns, and other	3,907		5,322
Tariff refund payable	1,943		—
Research and development costs	1,303		1,234
Interest payable	650		4,638
Current derivative liabilities (2)	148		99
Other accrued expenses	33,052		26,989
	$	128,934	$	107,125


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		% Change		2026		2025		% Change
Cardiopulmonary
United States	$	80,407	$	71,946	11.8	%	$	222,479	$	204,023	9.0	%
Europe (1)	57,061		50,052		14.0	%	176,324		143,605		22.8	%
Rest of World (1)	87,836		81,220		8.1	%	256,732		231,182		11.1	%
	225,304		203,218		10.9	%	655,535		578,810		13.3	%
Neuromodulation
United States	130,737		118,390		10.4	%	372,693		343,950		8.4	%
Europe (1)	16,608		14,521		14.4	%	54,814		47,445		15.5	%
Rest of World (1)	18,782		16,614		13.0	%	57,353		48,693		17.8	%
	166,127		149,525		11.1	%	484,860		440,088		10.2	%




Other revenue (2)	1,717		5,010		(65.7)	%	5,598		8,234		(32.0)	%
Total Company
United States	211,144		190,447		10.9	%	595,172		548,085		8.6	%
Europe (1)	73,671		67,683		8.8	%	231,140		194,160		19.0	%
Rest of World (1)	108,333		99,623		8.7	%	319,681		284,887		12.2	%
	$	393,148	$	357,753	9.9	%	$	1,145,993	$	1,027,132	11.6	%


	September 30, 2026		December 31, 2025
Available Short-term Liquidity
Cash and cash equivalents	$	563,467	$	635,552
Availability under the 2021 First Lien Credit Agreement	225,000		225,000
	$	788,467	$	860,552
Working Capital
Current assets	$	1,082,848	$	1,101,613
Current liabilities	740,193		808,072
	$	342,655	$	293,541
Debt Obligations
Current portion of long-term debt (1)	$	190	$	30,878
Short-term unsecured borrowing arrangements	3,706		594
Current debt obligations	3,896		31,472
Long-term debt obligations (1)	295,194		345,185
	$	299,090	$	376,657


Exhibit Number						Description
31.1*						Certification of the Chief Executive Officer of LivaNova PLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of the Chief Financial Officer of LivaNova PLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of the Chief Executive Officer and Chief Financial Officer of LivaNova PLC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*						Interactive Data Files Pursuant to Rule 405 of Regulation S-T formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2026 and 2025, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2026 and 2025, (iii) the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025, and (v) the Notes to the Condensed Consolidated Financial Statements
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	LIVANOVA PLC


Date: November 4, 2026	By:	/s/ VLADIMIR MAKATSARIA
		Vladimir Makatsaria
		Chief Executive Officer
		(Principal Executive Officer)


	LIVANOVA PLC


Date: November 4, 2026	By:	/s/ ALEX SHVARTSBURG
		Alex Shvartsburg
		Chief Financial Officer
		(Principal Accounting and Financial Officer)