LivaNova PLC 10-Q for FY2026 Q1

LivaNova PLC (LIVN)

10-Q 2026-05-06 For: 2026-03-31

Added on May 06, 2026

About this 10-Q

LivaNova PLC filed this 10-Q on May 6, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $362.26M; up 14.3% from $316.86M a year earlier
Net income: $22.29M; compared with a net loss of $327.32M a year earlier
Diluted EPS: $0.40; compared with -$6.01 a year earlier

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


Class			Outstanding on April 29, 2026
Ordinary Shares - £1.00 par value per share			54,933,538


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	24
3.	Quantitative and Qualitative Disclosures About Market Risk	29
4.	Controls and Procedures	29
	PART II. OTHER INFORMATION
1.	Legal Proceedings	31
1A.	Risk Factors	31
2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
3.	Defaults Upon Senior Securities	31
4.	Mine Safety Disclosures	31
5.	Other Information	31
6.	Exhibits	32
	Signatures	33


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

AOCI						Accumulated other comprehensive income (loss)
ASU						Accounting Standards Update
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


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
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


Abbreviation						Definition
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
ISIN						National Inspectorate for Nuclear Safety and Radiation Protection, a sub-body of the Italian Ministry of Economic Development
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 and 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 March 31,
		2026		2025
Net revenue		$	362,258	$	316,855
Cost of sales		118,509		100,601
Gross profit		243,749		216,254
Operating expenses:
Selling, general, and administrative		143,568		129,146
Research and development		58,695		37,879
Other operating expense		15		612
Operating income		41,471		48,617
SNIA environmental liability expense		—		(360,393)
Interest expense		(8,291)		(15,286)

Foreign exchange and other income/(expense)		(5,695)		11,416
Income (loss) before income tax		27,485		(315,646)
Income tax expense		4,340		11,656
Loss from equity method investments		(851)		(20)
Net income (loss)		$	22,294	$	(327,322)


Basic earnings (loss) per share		$	0.41	$	(6.01)
Diluted earnings (loss) per share		$	0.40	$	(6.01)

Basic weighted average shares outstanding		54,688		54,421
Diluted weighted average shares outstanding		55,944		54,421


	March 31, 2026		December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	539,706	$	635,552

Accounts receivable, net of allowance of $10,309 as of March 31, 2026 and $12,527 as of December 31, 2025	229,273		215,985
Inventories	165,504		164,701
Prepaid and refundable taxes	41,272		48,606


Prepaid expenses and other current assets	38,482		36,769
Total Current Assets	1,014,237		1,101,613
Property, plant, and equipment, net	255,483		242,603
Goodwill	785,590		792,840
Intangible assets, net	224,556		229,964
Operating lease assets	54,532		55,519
Investments	18,492		20,291
Deferred tax assets	109,816		110,983
Long-term derivative assets	38,277		36,551
Other assets	15,368		15,689
Total Assets	$	2,516,351	$	2,606,053
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current debt obligations	$	2,628	$	31,472
Accounts payable	99,148		97,157
Accrued liabilities and other	102,649		94,573
SNIA environmental liability	389,485		396,242
Current contingent consideration	59,589		50,030
Current litigation provision liability	9,643		12,552
Taxes payable	41,704		33,133
Accrued employee compensation and related benefits	57,632		92,913

Total Current Liabilities	762,478		808,072
Long-term debt obligations	285,160		345,185
Long-term contingent consideration	43,141		42,045

Deferred tax liabilities	6,812		9,590
Long-term operating lease liabilities	46,696		48,327
Long-term employee compensation and related benefits	13,105		13,574
Long-term derivative liabilities	93,254		83,904
Other long-term liabilities	54,379		55,369
Total Liabilities	1,305,025		1,406,066
Commitments and contingencies (Note 5)
Shareholders’ Equity:
Ordinary Shares, £1.00 par value: Unlimited shares authorized; 55,537,746 shares issued and 54,901,316 shares outstanding as of March 31, 2026; 55,535,181 shares issued and 54,649,085 shares outstanding as of December 31, 2025	84,564		84,564
Additional paid-in capital	2,254,756		2,254,980
Accumulated other comprehensive (loss) income	(3,401)		7,330
Accumulated deficit	(1,123,427)		(1,145,721)
Treasury shares at cost, 636,430 ordinary shares as of March 31, 2026; 886,096 ordinary shares as of December 31, 2025	(1,166)		(1,166)
Total Shareholders’ Equity	1,211,326		1,199,987
Total Liabilities and Shareholders’ Equity	$	2,516,351	$	2,606,053


	Three Months Ended March 31,
	2026		2025
Operating Activities:
Net income (loss)	$	22,294	$	(327,322)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Remeasurement of contingent consideration to fair value	10,655		922
Remeasurement of derivative instruments	9,795		(18,717)
Depreciation	8,300		6,419
Share-based compensation	8,270		7,783
Amortization of debt issuance costs	4,769		5,676
Amortization of intangible assets	4,563		4,215
Amortization of operating lease assets	2,732		4,037
Deferred income tax expense	1,824		2,244
Impairments of investments	1,132		—
Loss on investment revaluation - Ceribell, Inc.	—		2,614
Other	1,174		11
Changes in operating assets and liabilities:
Accounts receivable, net	(14,669)		(3,896)
Inventories	(1,546)		(2,494)
Other current and non-current assets	(4,199)		6,437
Accounts payable and accrued current and non-current liabilities	(38,771)		(30,516)
Taxes payable	1,713		5,934
Litigation provision liability	(2,820)		226
SNIA environmental liability	—		360,393
Net cash provided by operating activities	15,216		23,966
Investing Activities:
Purchases of property, plant, and equipment	(14,290)		(10,790)
Other	(290)		162
Net cash used in investing activities	(14,580)		(10,628)
Financing Activities:
Repayment of long-term debt obligations	(95,938)		(4,375)
Other	1,693		(46)
Net cash used in financing activities	(94,245)		(4,421)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(2,237)		5,964
Net (decrease) increase in cash, cash equivalents, and restricted cash	(95,846)		14,881
Cash, cash equivalents, and restricted cash at beginning of period	635,552		723,556
Cash and cash equivalents at end of period	$	539,706	$	738,437

Supplemental noncash investing and financing transactions:

Capital expenditures included in accounts payable	$	10,461	$	2,379


	Total			Fair Value Measurements Using Inputs Considered as:
March 31, 2026			Level 1			Level 2			Level 3
Assets:

Derivative assets - 2029 Capped Calls	$	38,277		$	—		$	—		$	38,277
Investment in convertible notes receivable	3,000			—			—			3,000
	$	41,277		$	—		$	—		$	41,277
Liabilities:
Derivative liabilities - freestanding instruments (FX)	$	613		$	—		$	613		$	—
Derivative liabilities - 2029 Embedded Derivative	93,254			—			—			93,254
ImThera contingent consideration arrangements	102,730			—			—			102,730

	$	196,597		$	—		$	613		$	195,984


	Derivative Assets - 2029 Capped Calls (1)		Investment in Convertible Notes Receivable		Derivative Liabilities - 2029 Embedded Derivative (1)		ImThera Contingent Consideration Arrangements Liability
December 31, 2025	$	36,551	$	3,000	$	83,904	$	92,075
Changes in fair value (2)	1,726		—		9,350		10,655
March 31, 2026	$	38,277	$	3,000	$	93,254	$	102,730


	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
December 31, 2024	$	2,624	$	23,735	$	2,915	$	51,819	$	84,218



Changes in fair value (2)	(1,819)		(6,545)		(2,041)		(14,593)		922
March 31, 2025	$	805	$	17,190	$	874	$	37,226	$	85,140


	March 31, 2026		December 31, 2025		Maturity	Interest Rate
2029 Notes	$	280,172	$	275,599	March 2029	2.50%
Term Facilities	—		95,063
Other	5,109		5,401
Total long-term debt	285,281		376,063
Less: Current portion of long-term debt	121		30,878
Total long-term debt obligations	$	285,160	$	345,185


As of December 31, 2025	$	15,602
Payments	(2,835)
Adjustments (1)	15
FX and other	(141)
As of March 31, 2026	12,641
Less: Current portion as of March 31, 2026	9,643
Long-term portion as of March 31, 2026 (2)	$	2,998


	Ordinary Shares	Ordinary Shares - Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Treasury Shares		Total Shareholders’ Equity
December 31, 2025	55,535	$	84,564	$	2,254,980	$	7,330	$	(1,145,721)	$	(1,166)	$	1,199,987
Share-based compensation plans	3	—		(224)		—		—		—		(224)
Net income	—	—		—		—		22,294		—		22,294
Other comprehensive loss	—	—		—		(10,731)		—		—		(10,731)
March 31, 2026	55,538	$	84,564	$	2,254,756	$	(3,401)	$	(1,123,427)	$	(1,166)	$	1,211,326

December 31, 2024	54,438	$	83,156	$	2,220,658	$	(80,170)	$	(903,250)	$	(136)	$	1,320,258
Share-based compensation plans	1,003	1,290		3,920		—		—		(1,290)		3,920
Net loss	—	—		—		—		(327,322)		—		(327,322)
Other comprehensive income	—	—		—		37,442		—		—		37,442
March 31, 2025	55,441	$	84,446	$	2,224,578	$	(42,728)	$	(1,230,572)	$	(1,426)	$	1,034,298


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


Other comprehensive loss before reclassifications, net of tax	(10,731)


Reclassification of amounts from AOCI, net of tax	—
Net current-period other comprehensive loss, net of tax	(10,731)
March 31, 2026	$	(3,401)


	Three Months Ended March 31,
		2026		2025
Service-based RSUs		$	4,438	$	3,548
Service-based SARs		3,085		2,753
Market performance-based RSUs		168		414
Operating performance-based RSUs		226		821
Employee share purchase plan		353		247
		$	8,270	$	7,783


	Three Months Ended March 31, 2026
	Shares	Weighted Average Grant Date Fair Value
Service-based RSUs	533	$	61.27
Performance-based RSUs (1) (2)	188	70.26


	Three Months Ended March 31,
		2026		2025
Cardiopulmonary
United States		$	69,279	$	60,834
Europe (1)		57,304		44,507
Rest of World (1)		82,072		70,979
		208,655		176,320
Neuromodulation
United States		115,400		108,334
Europe (1)		18,348		15,194
Rest of World (1)		18,040		15,365
		151,788		138,893
Other Revenue (2)		1,815		1,642
Totals
United States		184,678		169,164
Europe (1)		75,652		59,701
Rest of World (1)		101,928		87,990
		$	362,258	$	316,855


	March 31, 2026		December 31, 2025
Raw materials	$	72,313	$	75,800
Work-in-process	18,104		12,875
Finished goods	75,087		76,026
	$	165,504	$	164,701


	March 31, 2026		December 31, 2025
Legal and professional costs	$	24,616	$	18,396
Italian MedTech payback measure	13,329		12,839
Contract liabilities	16,198		11,510
Operating lease liabilities	8,959		8,788
Royalty accrual	4,824		4,758
Provisions for agents, returns, and other	4,362		5,322
Research and development costs	1,414		1,234
Current derivative liabilities	613		99
Interest payable	234		4,638
Other accrued expenses	28,100		26,989
	$	102,649	$	94,573


	Three Months Ended March 31, 2025
	As Previously Reported		Adjustment		As Revised
Cost of sales	$	96,080	$	4,521	$	100,601
Gross profit	220,775		(4,521)		216,254
Selling, general, and administrative	133,667		(4,521)		129,146


	March 31, 2026		December 31, 2025
Available Short-term Liquidity
Cash and cash equivalents	$	539,706	$	635,552
Availability under the 2021 First Lien Credit Agreement	225,000		225,000
	$	764,706	$	860,552
Working Capital
Current assets	$	1,014,237	$	1,101,613
Current liabilities	762,478		808,072
	$	251,759	$	293,541
Debt Obligations
Current portion of long-term debt (1)	$	121	$	30,878
Short-term unsecured borrowing arrangements	2,507		594
Current debt obligations	2,628		31,472
Long-term debt obligations (1)	285,160		345,185
	$	287,788	$	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 months ended March 31, 2026 and 2025, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025, (iii) the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 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: May 6, 2026	By:	/s/ VLADIMIR MAKATSARIA
		Vladimir Makatsaria
		Chief Executive Officer
		(Principal Executive Officer)


	LIVANOVA PLC


Date: May 6, 2026	By:	/s/ ALEX SHVARTSBURG
		Alex Shvartsburg
		Chief Financial Officer
		(Principal Accounting and Financial Officer)