Novanta Inc 8-K/A, filed Oct 2, 2026
Novanta Inc (NOVT)
About this 8-K/A
Novanta Inc filed this 8-K/A on October 2, 2026, reporting on events of July 22, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
||
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|||
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On July 23, 2026, the closing of the Transaction (the “Closing”) occurred.
This Current Report on Form 8-K/A is filed as an amendment to the Current Report on Form 8-K filed by the Company on July 27, 2026, pursuant to Item 9.01(a)(3) and (b)(2) of Form 8-K, to include the financial information required pursuant to Item 9.01(a) and (b) of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
|
(a) |
Financial Statements of Businesses Acquired |
Audited consolidated balance sheet of Runway Buyer as of December 31, 2025 and consolidated statement of operations, consolidated statement of member's equity, and consolidated statement of cash flows for the year ended December 31, 2025 and related notes are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.
Unaudited consolidated balance sheet of Runway Buyer as of March 31, 2026 and consolidated statement of operations, consolidated statement of member's equity, and consolidated statement of cash flows for the three months ended March 31, 2026 and related notes are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference.
|
(b) |
Pro Forma Financial Information |
The unaudited pro forma condensed combined consolidated financial information as of and for the three months ended April 3, 2026, and for the year ended December 31, 2025, and the related notes are attached as Exhibit 99.3 to this Current Report on Form 8-K/A and incorporated herein by reference.
|
(d) |
Exhibits |
Exhibit Number |
|
Description |
23.1 |
|
Consent of Grant Thornton LLP, Independent Certified Public Accountants |
99.1 |
|
|
99.2 |
|
|
99.3 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
Novanta Inc. |
|
|
|
|
|
Date: October 2, 2026 |
|
By: |
/s/ Robert J. Buckley |
|
|
|
Robert J. Buckley |
|
|
|
Chief Financial Officer |
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated October 2, 2026, with respect to the consolidated financial statements of Runway Buyer, LLC for the year ended December 31, 2025 which are included in the Current Report on Form 8-K/A of Novanta Inc. We consent to the incorporation by reference of said report in the Registration Statements of Novanta Inc. on Forms S-8 (File Nos. 333-171260, 333-202598, and 333-256217) and on Forms S-3 (File No. 333-285204 and 333-297130).
/s/ GRANT THORNTON LLP
Salt Lake City, Utah
October 2, 2026
EXHIBIT 99.1
Consolidated Financial Statements and Report of Independent Certified Public Accountants
Runway Buyer, LLC
December 31, 2025
Contents
|
Page |
Report of Independent Certified Public Accountants |
3 |
Consolidated Financial Statements |
|
Consolidated balance sheet |
5 |
Consolidated statement of operations |
6 |
Consolidated statement of member’s equity |
7 |
Consolidated statement of cash flows |
8 |
Notes to consolidated financial statements |
9 |
|
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS |
|
grant thornton llp
Salt Lake Hardware Building
155 N. 400 W. Suite 135
Salt Lake City, UT 84103
D +1 801 415 1000
F +1 801 322 0061
Board of Directors
Runway Buyer, LLC
Opinion
We have audited the consolidated financial statements of Runway Buyer, LLC (a Delaware limited liability company) and subsidiaries (the “Company”), which comprise the consolidated balance sheet as of December 31, 2025, and the related consolidated statements of operations, member’s equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for opinion
We conducted our audit of the consolidated financial statements in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
3
|
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with US GAAS, we:
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ GRANT THORNTON LLP
Salt Lake City, Utah
October 2, 2026
4
Runway Buyer, LLC
CONSOLIDATED BALANCE SHEET
|
|
December 31, 2025 |
ASSETS |
|
|
Current assets |
|
|
Cash and cash equivalents |
$ |
8,186,215 |
Accounts receivable, net of allowance of $140,000 |
|
26,148,089 |
Inventory |
|
26,978,934 |
Prepaid inventory |
|
153,609 |
Prepaid expenses and other current assets |
|
1,180,279 |
Total current assets |
|
62,647,126 |
|
|
|
Property, plant and equipment, net |
|
23,319,250 |
Right of use asset |
|
3,719,544 |
Right of use asset-related party |
|
3,143,078 |
Deposits on equipment |
|
414,295 |
Intangible assets, net |
|
93,212,110 |
Goodwill |
|
165,234,007 |
Total noncurrent assets |
|
289,042,284 |
|
|
|
Total assets |
$ |
351,689,410 |
|
|
|
LIABILITIES AND MEMBER'S EQUITY |
|
|
Current liabilities |
|
|
Accounts payable |
$ |
3,053,281 |
Accrued expenses and other current liabilities |
|
7,353,396 |
Current portion of lease liability |
|
538,485 |
Current portion of lease liability-related party |
|
874,126 |
Income tax payable |
|
252,806 |
Total current liabilities |
|
12,072,094 |
|
|
|
Long-term debt, net |
|
204,970,135 |
Long-term lease liability |
|
3,579,644 |
Long-term lease liability-related party |
|
2,428,923 |
Deferred income tax, non-current |
|
11,679,772 |
Total noncurrent liabilities |
|
222,658,474 |
|
|
|
Total liabilities |
|
234,730,568 |
|
|
|
Commitments and contingencies |
|
|
Total member's equity |
|
116,958,842 |
|
|
|
Total liabilities and member's equity |
$ |
351,689,410 |
The accompanying notes are an integral part of these consolidated financial statements.
5
Runway Buyer, LLC
CONSOLIDATED STATEMENT OF OPERATIONS
Year ended December 31, 2025
|
|
2025 |
Revenues |
$ |
136,120,000 |
Cost of goods sold (exclusive of items below) |
|
(54,054,131) |
Selling, general and administrative expense |
|
(35,448,721) |
Lease expense |
|
(1,671,907) |
Lease expense-related party |
|
(956,972) |
Depreciation |
|
(3,606,719) |
Research and development |
|
(6,546,275) |
|
|
|
Income from operations |
|
33,835,275 |
|
|
|
Other expense |
|
|
Interest expense |
|
(21,108,147) |
Other income, net |
|
197,133 |
|
|
|
Total other expense |
|
(20,911,014) |
|
|
|
Income before income taxes |
|
12,924,261 |
|
|
|
Income tax expense |
|
(1,461,698) |
|
|
|
Net income |
$ |
11,462,563 |
The accompanying notes are an integral part of these consolidated financial statements.
6
Runway Buyer, LLC
CONSOLIDATED STATEMENT OF MEMBER’S EQUITY
For the year ended December 31, 2025
|
Member’s Interest |
|
Accumulated Deficit |
|
Member's Equity |
Balance at December 31, 2024 |
$ 165,312,731 |
|
$ (59,816,452) |
|
$ 105,496,279 |
|
|
|
|
|
|
Net income |
— |
|
11,462,563 |
|
11,462,563 |
|
|
|
|
|
|
Distributions to members |
— |
|
— |
|
— |
|
|
|
|
|
|
Balance at December 31, 2025 |
$ 165,312,731 |
|
$ (48,353,889) |
|
$ 116,958,842 |
The accompanying notes are an integral part of these consolidated financial statements.
7
Runway Buyer, LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended December 31, 2025
|
|
2025 |
Cash flows from operating activities: |
|
|
Net income |
$ |
11,462,563 |
Adjustments to reconcile net income to net cash provided by |
|
|
operating activities: |
|
|
Depreciation and amortization |
|
14,086,719 |
Amortization of debt issuance costs |
|
785,764 |
Provision for doubtful accounts |
|
(114,843) |
Deferred income tax benefit |
|
(2,872,049) |
Changes in operating assets and liabilities: |
|
|
Accounts receivable, net |
|
3,169,645 |
Inventory |
|
(1,166,004) |
Prepaid inventory |
|
804,552 |
Prepaid expenses and other current assets |
|
16,770 |
Right of use asset and lease liability |
|
46,078 |
Accounts payable |
|
(1,502,129) |
Income taxes receivable/payable |
|
(641,539) |
Payroll liabilities |
|
654,777 |
Accrued expenses |
|
2,004,823 |
Customer prepayments |
|
340,775 |
Net cash provided by operating activities |
|
27,075,902 |
|
|
|
Cash flows from investing activities: |
|
|
Purchases of property and equipment |
|
(3,856,975) |
Net cash used in investing activities |
|
(3,856,975) |
|
|
|
Cash flows from financing activities: |
|
|
Payments on revolving debt |
|
(11,000,000) |
Borrowings on revolving debt |
|
4,000,000 |
Payments on term debt |
|
(11,684,357) |
Net cash used in financing activities |
|
(18,684,357) |
|
|
|
CHANGE IN CASH |
|
4,534,570 |
Cash, beginning of year |
|
3,651,645 |
Cash, end of year |
$ |
8,186,215 |
|
|
|
|
|
|
Supplemental information |
|
|
Cash paid for interest |
$ |
21,893,910 |
Cash paid for taxes |
$ |
4,905,570 |
Non-cash investing and financing activities |
|
|
Property and equipment purchased with accounts payable |
$ |
127,613 |
The accompanying notes are an integral part of these consolidated financial statements.
8
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Basis of Presentation
Runway Buyer, LLC (the “Company”) is a Delaware limited liability company and was formed on June 7, 2019 for the purpose of acquiring Riverpoint Medical, LLC (“Riverpoint”) and is a wholly owned subsidiary of Runway Parent, LLC. Headquartered in Portland, Oregon, Riverpoint is a developer, designer, and manufacturer of medical devices focused on advanced surgical fiber and related technologies, such as bio-absorbable sutures, suture-based implantable devices, advanced needles and high strength medical fiber. Riverpoint’s technologies are used in various markets including wound closure, sports medicine, animal health, cardiology and regenerative medicine. The Company manufactures products in its facilities in the United States and Costa Rica.
The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries, Riverpoint Medical, LLC, Riverpoint Medical CR, SRL, and CP Medical Corporation. All intercompany balances have been eliminated.
The accompanying financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“US GAAP”).
Reclassification and Correction of Immaterial Error
The accompanying financial statements for the year ended December 31, 2025 were previously issued on April 10, 2026. In connection with the preparation of these financial statements for inclusion in an SEC filing, certain amounts and disclosures have been reclassified to conform to the requirements of Rule 3-05 of SEC Regulation S-X. Additionally, $5,116,957 of amounts previously reported as Selling, general and administrative expenses were reclassified as Cost of goods sold. The reclassifications affected presentation and disclosure only and had no impact on previously reported results of operations, financial position, member’s equity, or cash flows.
Accounting Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management estimates, judgments, and assumptions are continually evaluated based on available information and experiences; however, actual amounts could differ from those estimates. Significant estimates include the allowance for doubtful accounts, useful lives of property, plant and equipment, the valuation of intangible assets and other long-lived assets, and the recoverability of deferred tax assets.
Revenue Recognition
The Company recognizes revenue in accordance with the five-step model prescribed by Accounting Standards Codification (“ASC”) 606 that includes: (1) identifying the contract; (2) identifying the performance obligations; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) performance obligations are satisfied. The Company provides goods and services to customers based on contractual terms. The duration of the contract does not extend beyond the promised goods or services already transferred. The transaction price of each distinct promised product or service specified in the invoice is based on its relative standalone selling price. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer at a point in time. The Company is the principal in a third-party transaction as the Company manufactures its products and has control over transfer of its products to customers. The Company’s shipping terms provide the primary indicator of the transfer of control. The Company’s general shipping terms are F.O.B. shipping point, where title and risk and rewards of ownership transfer at the point when the products leave the Company’s warehouse. The Company recognizes revenue based on the consideration specified in the invoice with a customer, excluding any sales incentives, discounts, and amounts collected on behalf of third parties (i.e., governmental tax authorities).
Rights of return create variability in the transaction price and are not considered a separate performance obligation. The estimated allowance for returns is based on historical percentage of returns and allowance from prior periods and the customer’s historical purchasing pattern. This estimate is deducted from revenues based on the gross transaction price at the time revenue is initially recognized.
9
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the year ended December 31, 2025
The Company may offer rebates to customers under contractual arrangements. Rebates represent variable consideration and are accounted for as a reduction of revenue in the period in which the related revenue is recognized. Rebates payable to customers were $2,035,917 and $123,444 as of December 31, 2025 and January 1, 2025, respectively.
The Company recognizes shipping and handling activities that occur after the customer has obtained control of goods as a fulfillment cost rather than as an additional promised service. Therefore, the Company recognizes revenue and accrues shipping and handling costs when the control of goods transfers to the customer upon shipment.
Contract assets related to revenue were $245,086 for the year ended December 31, 2025. Contract assets are included in prepaid expenses and other current assets. The Company's contract assets represent unbilled amounts arising when the Company has transferred control of goods to a customer but has not yet issued an invoice; such amounts are reclassified to accounts receivable once the right to consideration becomes unconditional.
Contract liabilities consist of payments from customers in advance of satisfying performance obligations and accrued customer rebates. Contract liabilities related to customer prepayments and accrued customer rebates totaled $3,312,226 and $1,058,978 as of December 31, 2025 and January 1, 2025, respectively.
The following table presents revenue disaggregated by geography during the twelve months ended December 31, 2025:
|
2025 |
|
|
United States |
$ 110,572,022 |
Rest of Americas |
13,512,387 |
Europe |
6,118,299 |
Asia |
2,114,788 |
Other |
3,802,504 |
|
|
Total |
$ 136,120,000 |
The opening and closing balances of contract assets were not material to the consolidated financial statements, and there were no significant changes in the contract asset balance during the year ended December 31, 2025 resulting from business combinations, cumulative catch-up adjustments to revenue, or impairment. The net accounts receivable balance as of January 1, 2025 was $29,202,891.
Cash
The Company considers all highly liquid investments with an original maturity date of three months or less at the date of acquisition to be cash equivalents. The Company maintains its cash in bank deposit accounts at institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash balances may exceed FDIC insurance limits.
Accounts Receivable
Accounts receivable are generally based on amounts billed to the customer in accordance with contractual provisions. The Company extends credit based on an evaluation of each customer’s financial condition and does not require collateral. Generally, accounts receivable are due no more than 60 days after the issuance of the invoice, however, there are significant customers with extended 90-day payment terms. Receivables past due more than 90 days are considered delinquent. The Company maintains allowances for potential credit losses. The Company has recorded an allowance for credit losses in the amount of $140,000 as of December 31, 2025.
For the year ended December 31, 2025, changes in the allowance for doubtful accounts were as follows:
Balance at beginning of the year |
$ 390,000 |
Recoveries of amounts previously reserved |
(114,843) |
Write off |
(135,157) |
Balance at end of the year |
$ 140,000 |
10
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the year ended December 31, 2025
Inventory
Inventory consists of raw materials and finished goods and are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method. The Company maintains inventory reserves for excess, obsolete or slow-moving inventory at levels management believes are sufficient. The Company estimates such reserves primarily based on the age of the inventory and usage compared to inventory levels on an item-by-item basis.
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost or fair value at the date of acquisition. Depreciation and amortization of property, plant, and equipment are computed using the straight-line method based upon the shorter of the estimated useful lives or the term of any associated lease, ranging from five to 40 years. Expenditures for repairs and maintenance are expensed as incurred; however, major improvements that expand the capabilities or extend the life of the asset are capitalized. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining term of the related lease, including reasonably certain renewal periods. At the time of retirement or other disposal of property, plant, and equipment, the cost and related accumulated depreciation or amortization are removed from their respective accounts and the resulting gain or loss, if any, is included in other expense in the accompanying consolidated statement of operations.
The Company assesses property, plant, and equipment for impairment whenever changes in circumstances indicate the carrying values of the assets may not be recoverable. Determination of the recoverability is based on an estimate of the undiscounted future cash flows resulting from the use of the assets in comparison to the carrying amount. If the carrying amount of the asset exceeds the estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. For the year ended December 31, 2025, there was no impairment of property, plant, and equipment assets.
Intangible Assets
Intangible assets consist primarily of customer relationships, trade names and developed technology and are being amortized on a straight-line basis over the estimated life of the assets ranging from 10 to 16 years.
The Company assesses intangible assets with finite lives for impairment whenever changes in circumstances indicate the carrying values of the assets may not be recoverable. Determination of the recoverability is based on an estimate of the undiscounted future cash flows resulting from the use of the assets in comparison to the carrying amount. If the carrying amount of the asset exceeds the estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. No intangible asset impairment charges have been recorded for the year ended December 31, 2025.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill and indefinite-lived intangibles are not amortized, but rather evaluated for impairment on an annual basis, or more frequently if events or circumstances indicate potential impairment. The Company performs a qualitative assessment as of December 31 to determine whether it is more likely than not that goodwill is impaired.
If the Company were to fail the qualitative assessment, it would perform an impairment test by determining the fair value of each reporting unit using a discounted cash flow model and comparing this fair value to the carrying value of the reporting unit, including goodwill. If the fair value was less than the carrying value of the reporting unit, the Company would recognize an impairment for the difference. The Company’s estimate of future discounted cash flows would be based upon assumptions about the expected future operating performance of the Company. For the year ended December 31, 2025, there was no impairment of goodwill.
Shipping and Handling Costs
Shipping and handling costs are considered a fulfillment activity and include various freight, packaging, delivery and warehouse or facility handling charges and are recorded in cost of goods sold in the accompanying consolidated statement of operations.
11
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the year ended December 31, 2025
Research and Development
Expenditures for research, development and engineering of products are expensed as incurred.
Advertising Expense
Advertising and promotion expenses are expensed as incurred. Advertising expenses included in selling, general and administrative expenses were $39,037 for the year ended December 31, 2025.
Income Taxes
The Company is taxed as a C-corporation. The Company accounts for income taxes in accordance with the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on net deferred tax assets is recorded when it is more likely than not that such assets will not be realized.
The Company follows the guidance related to the accounting for uncertainty in income taxes that prescribes a minimum recognition threshold that a tax position is required to meet before being recognized. It also provides guidance for de-recognition, measurement and classification of uncertain tax positions, treatment of interest and penalties, disclosure requirements, and transition. It is the Company’s policy to record uncertain tax positions, interest, and penalties in tax expense.
Fair Value Measurements
Financial Accounting Standards Board (“FASB”) ASC Topic 820, Fair Value Measurements and Disclosures, defines fair values as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities;
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, directly or indirectly; and
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. These valuations require significant judgment.
These financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. As of December 31, 2025, there were no financial instruments within Level 3 of the hierarchy.
Fair Value of Financial Instruments
The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair values because of the short-term maturities of these instruments. The Company's long-term debt bears interest at variable rates that reset periodically with prevailing market rates; accordingly, the carrying amount of the Company's long-term debt approximates its fair value as of December 31, 2025. The fair value of the Company's long-term debt is categorized within Level 2 of the fair value hierarchy. There were no transfers between levels of the fair value hierarchy during the year ended December 31, 2025.
12
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the year ended December 31, 2025
Leases
The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities, and long-term operating lease liabilities on the Company’s consolidated balance sheet. Lease ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated under the risk-free rate which approximates the incremental borrowing rate. ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the consolidated balance sheet. The Company’s leases do not contain any residual value guarantees, variable lease costs, or material restrictive covenants. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient permitted under ASC 842 to not separate lease and non‑lease components for its operating leases related primarily to real estate and equipment.
Recently Adopted Accounting Pronouncements
In March 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The amendments clarify the application of the scope guidance in Topic 718 to profits interests and similar awards by adding illustrative examples addressing common award features. The Company has not adopted the amendments as of the date of these financial statements; therefore, the provisions of ASU 2024-01 are not reflected in the accompanying consolidated financial statements.
In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The amendments provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid. The Company adopted ASU 2023-09 beginning with its consolidated financial statement disclosures for the year ended December 31, 2025.
NOTE 2 - Supplementary balance sheet information
Inventories, net of reserve of $989,667 as of December 31 consisted of the following:
|
2025 |
|
|
Raw materials |
$ 22,916,340 |
Work in process |
1,300,001 |
Finished goods |
2,762,593 |
|
|
Total inventory |
$ 26,978,934 |
Accrued expenses and other current liabilities as of December 31 consisted of the following:
|
2025 |
|
|
Payroll liabilities |
$ 3,138,243 |
Accrued rebates |
2,035,917 |
Customer prepayment |
1,276,309 |
Other |
902,927 |
|
|
Total accrued expenses and other current liabilities |
$ 7,353,396 |
13
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the year ended December 31, 2025
NOTE 3 - PROPERTY AND EQUIPMENT
The estimated useful lives, cost, and accumulated depreciation of property, plant, and equipment as of December 31 are as follows:
|
Useful Life |
2025 |
|
|
|
Leasehold improvement |
15 - 40 Years |
$ 9,994,085 |
Cleanroom equipment |
5 - 10 Years |
3,292,866 |
Production equipment |
7 - 10 Years |
16,125,430 |
Molds and dyes |
7 Years |
862,727 |
Office equipment |
5 - 7 Years |
1,583,707 |
Furniture and fixtures |
7 Years |
829,114 |
|
|
32,687,929 |
|
|
|
Less: accumulated depreciation |
|
(10,355,807) |
|
|
|
|
|
22,332,122 |
|
|
|
Construction in progress |
|
987,128 |
|
|
|
Total property, plant, and equipment, net |
|
$ 23,319,250 |
Property, plant, and equipment, net are aggregated based on the location of the assets. A summary of the locations is as follows:
|
2025 |
|
|
United States |
$ 8,097,148 |
Costa Rica |
15,222,102 |
|
|
Total property, plant, and equipment, net |
$ 23,319,250 |
Depreciation expense was $3,606,719 for the year ended December 31, 2025.
NOTE 4 - INTANGIBLE ASSETS
Identifiable intangible assets consist of the following as of December 31, 2025:
|
Useful Life |
Cost |
Accumulated Amortization |
Net Book Value |
|
|
|
|
|
Customer relationships |
10-16 years |
$ 134,300,000 |
$ (57,497,473) |
$ 76,802,527 |
Trade name |
Indefinite life |
14,000,000 |
— |
14,000,000 |
Developed technology |
12 years |
4,400,000 |
(1,990,417) |
2,409,583 |
|
|
|
|
|
|
|
$ 152,700,000 |
$ (59,487,890) |
$ 93,212,110 |
The 2025 weighted-average remaining useful life of the intangibles is approximately 8 years.
14
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the year ended December 31, 2025
Amortization expense was $10,480,000 for the year ended December 31, 2025 and is recorded in Selling, general, and administrative expense. Amortization expense for intangible assets expected to be charged to operations, for years ending after December 31, 2025, are as follows:
Year Ending December 31, |
|
|
|
2026 |
$ 10,480,000 |
2027 |
10,480,000 |
2028 |
10,480,000 |
2029 |
9,929,998 |
2030 |
9,380,000 |
Thereafter |
28,462,112 |
|
|
|
$ 79,212,110 |
NOTE 5 - GOODWILL
The goodwill balance as of January 1, 2025 and for the year ended December 31, 2025 was $165,234,007.
NOTE 6 - LONG-TERM DEBT
The Company entered into a Credit Agreement with multiple participating lenders on June 21, 2019. The agreement includes a term loan of $110,000,000, a revolving line of credit with availability of $20,000,000, letters of credit with availability of $5,000,000, and a swing line loan with availability of $5,000,000. Both the letters of credit and swing line count against the revolver availability if utilized.
On September 3, 2021, the Company entered into the First Amendment to the Credit Agreement, under which the lenders extended an additional aggregate principal amount on the term loan of $71,000,000. As a result of the Amendment, the Company incurred $1,157,000 of debt issuance costs, which the Company is amortizing over the term of the loan. The interest rate on the note payable is variable in nature and is based on the Company’s consolidated total leverage ratio. The interest rate ranges from 4.5% - 5.75% plus the reference rate.
On December 28, 2022, the Company entered into the Second Amendment to the Credit Agreement, under which the lenders changed LIBOR benchmark interest rate to SOFR with no other changes. The interest rate ranges from 4.5% - 5.75% plus the reference rate.
On January 22, 2024, the Company entered into the Third Amendment to the Credit Agreement, under which Incremental Term Loan Commitments in an aggregate principal amount of $35,700,000 was granted to purchase CP Medical Corporation.
On August 23, 2024, the Company entered into the Fourth Amendment to the Credit Agreement under which the Revolving Loan Commitment was determined to be terminated on June 21, 2027.
On September 4, 2024, the Company entered into the Fifth Amendment to the Credit Agreement, under which the Company requested Incremental Revolving Loan Commitments in an aggregate principal amount of $15,000,000 and Incremental Term Loan Commitments in an aggregate principal amount of $10,000,000.
On September 9, 2025, the Company amended the Credit Agreement to revise the leverage‑based interest rate pricing grid. As a result, the applicable interest rate now ranges from 4.5% to 6.0% plus the reference rate.
15
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the year ended December 31, 2025
Long-term debt consists of the following at December 31:
|
2025 |
|
|
Note payable in quarterly installments payments of $447,202 due in full June 21, 2027, interest at SOFR plus 4.5% - 6.00%. |
$ 206,129,155 |
Line of credit, interest at SOFR plus 4.5% - 6.00%. |
— |
|
|
|
206,129,155 |
Less: debt issuance costs |
(1,159,020) |
|
|
|
204,970,135 |
Less: current portion of long-term debt |
— |
|
|
|
$ 204,970,135 |
During the year ended December 31, 2025, the Company made voluntary prepayments on its term loan in excess of the required scheduled principal payments. As a result, no principal payments are contractually due within the next twelve months as of December 31, 2025, and therefore no current portion of long‑term debt is presented on the consolidated balance sheet. The Company does not incur commitment fees, and no special withdrawal conditions exist beyond standard default provisions.
The line of credit requires payment of a fee payable to each lender party to the agreement, in proportion to that Lender’s pro rata share in respect of the line commitments equal to the average of the daily excess of the line of credit availability over the aggregate principal amount outstanding on the line of credit multiplied by 0.375% per annum.
The loans contain a maximum leverage ratio as part of the debt covenant. The Company was in compliance with all covenants as of December 31, 2025. Substantially all the assets of the Company are pledged as collateral to the Credit Agreement. The Credit Agreement requires the Company to maintain a maximum consolidated total leverage ratio not to exceed 8.00:1.00, tested on a quarterly basis. The weighted-average interest rate on the Company's outstanding borrowings was 8.17% as of December 31, 2025. The Company's obligations under the Credit Agreement are secured by a first-priority lien on, and security interest in, substantially all of the Company's assets, including accounts receivable, inventory, equipment, intellectual property, and the equity interests of its subsidiaries. There were no covenant violations as of December 31, 2025.
Minimum future principal payments of debt are as follows:
Year Ending December 31, |
|
|
|
2026 |
$ — |
2027 |
206,129,155 |
2028 |
— |
2029 |
— |
2030 |
— |
Thereafter |
— |
|
|
|
$ 206,129,155 |
NOTE 7 - MEMBERSHIP INTERESTS
Runway Buyer is wholly owned by Runway Parent, which is represented by a membership interest of $165,312,731 as of December 31, 2025.
NOTE 8 - DEFINED CONTRIBUTION PLAN
The Company participates in a 401K defined contribution profit sharing plan. The plan covers all regular full-time employees who are at least age 21. Total expense related to the plan was $850,296 for the year ended December 31, 2025.
16
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the year ended December 31, 2025
NOTE 9 - INCOME TAXES
Components of the Company’s income before income taxes for the year ended December 31, 2025 are as follows:
|
2025 |
Income before provision for income taxes was as follows: |
|
United States |
$ 6,263,828 |
Foreign |
6,660,433 |
Income before income taxes |
$ 12,924,261 |
The Company’s income tax expense for the year ended December 31, 2025 consisted of the following:
|
2025 |
U.S. Federal: |
|
Current |
$ 3,698,550 |
Deferred |
(2,107,860) |
Total |
1,590,690 |
U.S. State: |
|
Current |
766,500 |
Deferred |
(764,189) |
Total |
2,311 |
|
|
Foreign: |
|
Current |
(131,303) |
Deferred |
— |
Total |
(131,303) |
Total income tax expense |
$ 1,461,698 |
The Company’s effective income tax rate differs from the U.S. Federal Statutory income tax rate as itemized below:
|
Amount |
Percentage |
U.S. federal statutory income tax rate |
$ 2,714,095 |
21.00% |
Domestic state and local income taxes, net of federal effect(1) |
(313,745) |
(2.43)% |
Foreign tax effects |
|
|
Costa Rica |
|
|
Statutory rate differential |
(1,398,577) |
(10.82)% |
Effect of cross-border tax laws |
|
|
Foreign-derived intangible income |
(784,010) |
(6.07)% |
Global intangible low-taxed income |
1,268,868 |
9.82% |
Nontaxable and nondeductible items |
|
|
Others |
49,811 |
0.39% |
Tax credits |
|
|
Research and development tax credits |
(132,835) |
(1.03)% |
Other adjustments |
58,091 |
0.45% |
Effective tax rate |
$ 1,461,698 |
11.31% |
17
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the year ended December 31, 2025
The Company accounts for income taxes under the asset-liability method for those entities classified for tax purposes as “C Corporations.” Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided when it is more likely than not that the benefits of existing deferred tax assets will not be realized in a future period.
Significant components of the Company’s deferred tax assets and liabilities as of December 31 are as follows:
|
2025 |
Deferred tax assets |
|
Accruals and reserves |
$ 287,441 |
Inventory |
433,145 |
Interest limitation carryforward |
8,866,185 |
Operating lease liabilities |
878,490 |
Other |
104,778 |
|
|
Total deferred tax assets |
10,570,039 |
|
|
Deferred tax liabilities |
|
Depreciation and amortization |
(21,292,373) |
Operating right-of-use assets |
(835,044) |
Other |
(122,394) |
|
(22,249,811) |
Net deferred tax liabilities |
$ (11,679,772) |
As of December 31, 2025, the Company had no federal and state net operating loss carryforwards.
The Company files income tax returns with the U.S. federal government, Costa Rica, and various state jurisdictions. The Company is subject to federal income tax examinations based upon statute of limitations for years 2021 forward. The Company operates in Costa Rica and a number of state and local jurisdictions, most of which have never audited the Company's records. Accordingly, the Company is subject to state and local and foreign income tax examinations based upon the various statutes of limitations in each jurisdiction. The Company is not currently under examination in any jurisdiction.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
Gross unrecognized tax benefit at beginning of the year |
$ 595,918 |
Settlements and effective settlements with tax authorities |
(595,918) |
Changes in balances related to tax position taken during prior periods |
— |
Changes in balances related to tax position taken during current period |
— |
Lapse of statute of limitations |
— |
Gross unrecognized tax benefit at end of year |
$ — |
For uncertain tax positions, the Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured as the largest amount of liability that is greater than 50% likely of being realized upon ultimate settlement. As of December 31, 2025 and 2024, there is $0 and $595,918 of uncertain tax positions respectively. The total amount of such unrecognized tax benefits that if recognized would favorably affect the effective income tax rate in future periods is $0 at the end of 2025.
As of December 31, 2025 and 2024, there was $3,110 and $79,154 of interest and penalties related to uncertain tax positions respectively. The Company's policy is to record tax related interest and penalties within the tax provision.
The Company’s foreign operations benefit from a tax holiday, which is set to expire in 2030. This tax holiday may be extended when certain conditions are met or may be terminated early if certain conditions are not met. The tax benefit attributable to this tax holiday, before taking into consideration other U.S. tax provisions, was $399,593 for the year ending December 31, 2025.
18
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the year ended December 31, 2025
The amount of cash income taxes paid by or refunded to the Company were as follows:
Federal |
$ 4,425,000 |
State and Local |
|
California |
378,767 |
Indiana |
591,306 |
Oregon |
(822,316) |
Other |
332,813 |
Income taxes paid, net of amounts refunded |
$ 4,905,570 |
The One Big Beautiful Bill Act (“OB3”) was enacted on July 4, 2025, which includes wide-ranging tax reforms for businesses. OB3 extended and modified certain provisions of the Tax Cuts & Jobs Act (“TCJA”) and made certain key elements permanent, including 100% bonus depreciation, immediate expensing of domestic research costs and the deductibility of business interest expense. The Company’s consolidated financial statements for the year ended December 31, 2025 reflect adjustments related to OB3. While the enacted legislation did not have a material impact on the Company’s effective tax rate for the year ended December 31, 2025, it resulted in a favorable change in the timing of cash taxes due to certain accelerated deductions. The Company will continue to assess the impact of OB3 provisions that become effective in future years and monitor potential outcomes based on its facts and circumstances each upcoming year.
NOTE 10 - RELATED PARTY TRANSACTIONS
The Company leases its production facility, offices, and a warehouse from a member under an operating lease. The lease requires monthly payments of $58,726 escalating annually by 3%. The current non‑cancellable lease term extends through June 2029 and includes two additional renewal options of five years each. The renewal options are not included in the measurement of the related right‑of‑use asset and lease liability, as the Company is not reasonably certain to exercise the renewal options as of the balance sheet date. If the Company elects to exercise a renewal option, the lease will be remeasured at that time. The Company made lease payments of $736,521 to the member for the year ended December 31, 2025. ROU asset and lease liability related to the member is $2,279,238 and $2,406,060 as of December 31, 2025. The lease liability consisted of $634,677 included in the current portion of operating lease liabilities and $1,771,383 was included in long-term operating lease liabilities.
In 2023 the Company entered into a new operating lease for an office space with Butler Block LLC., which is a related party entity. The lease requires a monthly payment of $21,332 escalating annually by 3%. The current non‑cancellable lease term extends through June 2029 and includes three additional renewal options of five years each. The renewal options are not included in the measurement of the related right‑of‑use asset and lease liability, as the Company is not reasonably certain to exercise the renewal options as of the balance sheet date. If the Company elects to exercise a renewal option, the lease will be remeasured at that time. The Company made lease payments of $255,555 to this vendor for the year ended December 31, 2025. The ROU asset and lease liability related to this vendor is $863,840 and $896,989 as of December 31, 2025. The lease liability of $896,989 consisted of $239,449 included in the current portion of operating lease liabilities and $657,540 was included in long-term operating lease liabilities.
During 2025, the Company made $685,526 of inventory related purchases with Western Filament, Inc, a related party entity.
19
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the year ended December 31, 2025
NOTE 11 - LEASES
The Company has operating leases for corporate offices, warehouses, parking lots, and equipment with terms expiring approximately one year to five years from reporting date, some of which included options to extend the lease.
|
December 31, 2025 |
|
|
Operating lease right-of-use assets |
$ 3,719,544 |
Operating lease right-of-use assets – related party |
3,143,078 |
Operating lease liabilities |
(4,118,129) |
Operating lease liabilities – related party |
(3,303,049) |
Current lease liabilities |
(538,485) |
Current lease liabilities – related party |
(874,126) |
Long-term lease liabilities |
(3,579,644) |
Long-term lease liabilities – related party |
(2,428,923) |
The Company did not incur variable or short‑term lease costs during the periods presented. Accordingly, all lease costs recognized relate to fixed payments under operating leases. For the year ended December 31, 2025, total operating lease costs were $2,628,879. The weighted‑average remaining lease terms were 5.31 years and the weighted‑average discount rate was 3.7% for the period.
Total cash paid for operating lease liabilities was $2,144,386 for the year ended December 31, 2025.
Future minimum lease payments under the leases are as follows:
Year Ending December 31, |
|
|
|
2026 |
$ 1,796,814 |
2027 |
1,600,770 |
2028 |
1,610,126 |
2029 |
1,093,982 |
2030 |
607,530 |
Thereafter |
1,377,784 |
|
|
|
8,087,006 |
|
|
Less: imputed interest |
665,828 |
|
|
Total lease liabilities |
$ 7,421,178 |
NOTE 12 - CONCENTRATIONS
The Company had two customers with over 10% of total sales accounting for 30% of total sales for the year ended December 31, 2025. As of December 31, 2025, three customers with over 10% of total accounts receivable accounted for 62% of the total accounts receivable balance. There were no vendors with over 10% of total purchases for the year ended December 31, 2025.
NOTE 13 - COMMITMENTS AND CONTINGENCIES
Purchase Commitments
In the normal course of business, the Company enters into noncancelable purchase commitments with certain suppliers for raw materials and finished goods. As of December 31, 2025, the Company had unconditional purchase obligations that are fixed and determinable totaling approximately $20,213,981, all due within the next twelve months of the balance sheet date.
20
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the year ended December 31, 2025
Legal Proceedings
The Company is subject to various claims, disputes, and legal proceedings that arise in the ordinary course of business. Management assesses the likelihood of any adverse outcomes and records a loss contingency when a loss is both probable and reasonably estimable. Management does not believe that the ultimate resolution of any currently pending matters will have a material adverse effect on the Company's financial position, results of operations, or cash flows. As of December 31, 2025, no material amounts have been accrued for loss contingencies.
NOTE 14 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events through October 2, 2026, which is the date these consolidated financial statements were issued.
On July 23, 2026, Novanta Inc., a Canadian corporation, through indirect subsidiaries, completed the acquisition of all of the issued and outstanding limited liability company interests of the Company for approximately $1.2 billion in cash, subject to customary adjustments based on cash, working capital, debt and transaction expenses of the Company as of the closing of the transaction. In addition, a milestone payment amount of $250.0 million remains payable by Novanta Inc. on or before January 8, 2027. On July 23, 2026, in connection with the closing of the acquisition, the Company’s outstanding bank indebtedness was paid in full out of the purchase price proceeds.
21
EXHIBIT 99.2
Runway Buyer, LLC
March 31, 2026 (Unaudited)
Contents
|
Page |
Condensed Consolidated Financial Statements (unaudited) |
|
Consolidated balance sheets |
3 |
Consolidated statement of operations |
4 |
Consolidated statement of member’s equity |
5 |
Consolidated statement of cash flows |
6 |
Notes to consolidated financial statements |
7 |
Runway Buyer, LLC
CONSOLIDATED BALANCE SHEETS
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Cash and cash equivalents |
$ |
6,992,411 |
|
$ |
8,186,215 |
Accounts receivable, net of allowance of $140,000 and $140,000, respectively |
|
27,130,996 |
|
|
26,148,089 |
Inventory |
|
26,141,704 |
|
|
26,978,934 |
Prepaid inventory |
|
362,775 |
|
|
153,609 |
Prepaid expenses and other current assets |
|
831,208 |
|
|
1,180,279 |
Total current assets |
|
61,459,094 |
|
|
62,647,126 |
|
|
|
|
|
|
Property, plant and equipment, net |
|
23,235,298 |
|
|
23,319,250 |
Right of use asset |
|
3,806,737 |
|
|
3,719,544 |
Right of use asset-related party |
|
2,931,166 |
|
|
3,143,078 |
Deposits on equipment |
|
610,811 |
|
|
414,295 |
Intangible assets, net |
|
90,592,110 |
|
|
93,212,110 |
Goodwill |
|
165,234,007 |
|
|
165,234,007 |
|
|
|
|
|
|
Total noncurrent assets |
|
286,410,129 |
|
|
289,042,284 |
|
|
|
|
|
|
Total assets |
$ |
347,869,223 |
|
$ |
351,689,410 |
|
|
|
|
|
|
LIABILITIES AND MEMBER'S EQUITY |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Accounts payable |
$ |
2,388,837 |
|
$ |
3,053,281 |
Accrued expenses and other current liabilities |
|
6,120,636 |
|
|
7,353,396 |
Current portion of lease liability |
|
584,726 |
|
|
538,485 |
Current portion of lease liability-related party |
|
888,755 |
|
|
874,126 |
Income tax payable |
|
853,618 |
|
|
252,806 |
|
|
|
|
|
|
Total current liabilities |
|
10,836,572 |
|
|
12,072,094 |
|
|
|
|
|
|
Long-term debt, net |
|
200,166,576 |
|
|
204,970,135 |
Long-term lease liability |
|
3,623,172 |
|
|
3,579,644 |
Long-term lease liability-related party |
|
2,201,450 |
|
|
2,428,923 |
Deferred income tax, non-current |
|
11,679,772 |
|
|
11,679,772 |
|
|
|
|
|
|
Total noncurrent liabilities |
|
217,670,970 |
|
|
222,658,474 |
|
|
|
|
|
|
Total liabilities |
|
228,507,542 |
|
|
234,730,568 |
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
Total member's equity |
|
119,361,681 |
|
|
116,958,842 |
|
|
|
|
|
|
Total liabilities and member's equity |
$ |
347,869,223 |
|
$ |
351,689,410 |
The accompanying notes are an integral part of these consolidated financial statements.
3
Runway Buyer, LLC
CONSOLIDATED STATEMENT OF OPERATIONS
For the three months ended March 31, 2026
|
|
|
|
|
|
Revenues |
$ |
33,457,338 |
|
|
|
Cost of goods sold (exclusive of items below) |
|
(13,430,211) |
Selling, general and administrative expense |
|
(9,032,861) |
Lease expense |
|
(220,262) |
Lease expense-related party |
|
(239,243) |
Depreciation |
|
(1,002,525) |
Research and development |
|
(2,047,482) |
|
|
|
Income from operations |
|
7,484,754 |
|
|
|
Other expense |
|
|
Interest expense |
|
(4,465,262) |
Other income, net |
|
13,600 |
|
|
|
Total other expense |
|
(4,451,662) |
|
|
|
Income before income taxes |
|
3,033,092 |
|
|
|
Income tax expense |
|
(630,253) |
|
|
|
Net income |
$ |
2,402,839 |
The accompanying notes are an integral part of these consolidated financial statements.
4
Runway Buyer, LLC
CONSOLIDATED STATEMENT OF MEMBER’S EQUITY
For the three months ended March 31, 2026
|
Member’s |
|
Accumulated |
|
Member's |
|
Interest |
|
Deficit |
|
Equity |
Balance at December 31, 2025 |
$ 165,312,731 |
|
$ (48,353,889) |
|
$ 116,958,842 |
Net income |
— |
|
2,402,839 |
|
2,402,839 |
Distributions to members |
— |
|
— |
|
— |
Balance at March 31, 2026 |
$ 165,312,731 |
|
$ (45,951,050) |
|
$ 119,361,681 |
The accompanying notes are an integral part of these consolidated financial statements.
5
Runway Buyer, LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the three months ended March 31, 2026
|
|
|
Cash flows from operating activities: |
|
|
Net income |
$ |
2,402,839 |
Adjustments to reconcile net income to net cash provided by |
|
|
operating activities: |
|
|
Depreciation and amortization |
|
3,622,525 |
Amortization of debt issuance costs |
|
196,441 |
Changes in operating assets and liabilities: |
|
|
Accounts receivable, net |
|
(982,907) |
Inventory |
|
837,230 |
Prepaid inventory |
|
(209,166) |
Prepaid expenses and other current assets |
|
349,071 |
Right of use asset and lease liability |
|
1,644 |
Accounts payable |
|
(792,057) |
Income taxes receivable/payable |
|
600,812 |
Payroll liabilities |
|
577,641 |
Accrued expenses |
|
(1,611,246) |
Customer prepayments |
|
(199,155) |
Net cash provided by operating activities |
|
4,793,672 |
|
|
|
Cash flows from investing activities: |
|
|
Purchases of property and equipment |
|
(987,476) |
Net cash used in investing activities |
|
(987,476) |
|
|
|
Cash flows from financing activities: |
|
|
Payments on term debt |
|
(5,000,000) |
Net cash used in financing activities |
|
(5,000,000) |
CHANGE IN CASH |
|
(1,193,804) |
Cash, beginning of year |
|
8,186,215 |
Cash, end of period |
$ |
6,992,411 |
|
|
|
Supplemental information |
|
|
Cash paid for interest |
$ |
4,268,821 |
Cash paid for taxes |
$ |
28,941 |
Non-cash investing and financing activities |
|
|
Property and equipment purchased with accounts payable |
$ |
127,613 |
The accompanying notes are an integral part of these consolidated financial statements.
6
Runway Buyer, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2026
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Basis of Presentation
Runway Buyer, LLC (the “Company”) is a Delaware limited liability company and was formed on June 7, 2019 for the purpose of acquiring Riverpoint Medical, LLC (“Riverpoint”) and is a wholly owned subsidiary of Runway Parent, LLC. Headquartered in Portland, Oregon, Riverpoint is a developer, designer, and manufacturer of medical devices focused on advanced surgical fiber and related technologies, such as bio-absorbable sutures, suture-based implantable devices, advanced needles and high strength medical fiber. Riverpoint’s technologies are used in various markets including wound closure, sports medicine, animal health, cardiology and regenerative medicine. The Company manufactures products in its facilities in the United States and Costa Rica.
On July 23, 2026, Novanta Inc., a Canadian corporation, through indirect subsidiaries, completed the acquisition of all of the issued and outstanding limited liability company interests of the Company for approximately $1.2 billion in cash, subject to customary adjustments based on cash, working capital, debt and transaction expenses of the Company as of the closing of the transaction. In addition, a milestone payment amount of $250.0 million remains payable by Novanta Inc. on or before January 8, 2027.
The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries, Riverpoint Medical, LLC, Riverpoint Medical CR, SRL, and CP Medical Corporation. All intercompany balances have been eliminated.
The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company's financial position as of March 31, 2026, and its results of operations and cash flows for the three months ended March 31, 2026.
The condensed consolidated balance sheet as of December 31, 2025 was derived from the audited consolidated financial statements as of that date but does not include all of the information and footnotes required by US GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2026.
In March 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The amendments clarify the application of the scope guidance in Topic 718 to profits interests and similar awards by adding illustrative examples addressing common award features. The Company adopted the amendments on January 1, 2026 using the retrospective transition method. The Company previously accounted for its profits interest unit awards as share-based payment arrangements under Topic 718. Accordingly, adoption of the amendments did not change the Company’s accounting for those awards and did not have a material effect on its condensed consolidated financial statements.
Other than the change mentioned above, there have been no additional material changes to the Company's significant accounting policies from those described in the Company's audited consolidated financial statements as of and for the year ended December 31, 2025. Accordingly, those policies are not repeated herein, and the interim disclosures required by ASC 270 are presented in the notes below.
Revenue Recognition
Contract assets related to revenue were $163,876 and $245,086 as of March 31, 2026 and December 31, 2025, respectively. Contract assets are included in prepaid expenses and other current assets. The Company's contract assets represent unbilled amounts arising when the Company has transferred control of goods to a customer but has not yet issued an invoice; such amounts are reclassified to accounts receivable once the right to consideration becomes unconditional. Contract liabilities consist of payments from customers in advance of satisfying performance obligations. Contract liabilities
7
Runway Buyer, LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the three months ended March 31, 2026
related to customer prepayments and accrued customer rebates totaled $1,310,908 and $3,312,226 as of March 31, 2026 and December 31, 2025, respectively.
The following table presents revenue disaggregated by geography during the three months ended March 31, 2026:
|
|
Three months ended March 31, 2026 |
|
|
|
United States |
$ |
27,879,273 |
Rest of Americas |
|
2,151,231 |
Europe |
|
1,978,767 |
Asia |
|
1,040,390 |
Other |
|
407,677 |
|
|
|
Total |
$ |
33,457,338 |
Fair Value of Financial Instruments
The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair values because of the short-term maturities of these instruments. The Company's long-term debt bears interest at variable rates that reset periodically with prevailing market rates; accordingly, the carrying amount of the Company's long-term debt approximates its fair value as of March 31, 2026 and December 31, 2025. The fair value of the Company's long-term debt is categorized within Level 2 of the fair value hierarchy. There were no transfers between levels of the fair value hierarchy during the three months ended March 31, 2026.
NOTE 2 – supplemental balance sheet information
Inventories, net of reserve of $820,426 and $989,667 as of March 31, 2026 and December 31, 2025, respectively, consisted of the following:
|
March 31, 2026 |
December 31, 2025 |
|
|
|
Raw materials |
$ 21,918,951 |
$ 22,916,340 |
Work in process |
1,824,272 |
1,300,001 |
Finished goods |
2,398,481 |
2,762,593 |
|
|
|
Total inventory |
$ 26,141,704 |
$ 26,978,934 |
Accrued expenses and other current liabilities as of March 31, 2026 and December 31, 2025, respectively, consisted of the following:
|
March 31, 2026 |
December 31, 2025 |
|
|
|
Payroll liabilities |
$ 3,715,884 |
$ 3,138,243 |
Accrued rebates |
233,754 |
2,035,917 |
Customer prepayments |
1,077,154 |
1,276,309 |
Other |
1,093,844 |
902,927 |
|
|
|
Total accrued expenses and other current liabilities |
$ 6,120,636 |
$ 7,353,396 |
8
Runway Buyer, LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the three months ended March 31, 2026
NOTE 3 - PROPERTY AND EQUIPMENT
The estimated useful lives, cost, and accumulated depreciation of property and equipment as of March 31, 2026 and December 31, 2025 are as follows:
|
Useful Life |
March 31, 2026 |
December 31, 2025 |
|
|
|
|
Leasehold improvement |
15 - 40 Years |
$ 10,169,372 |
$ 9,994,085 |
Cleanroom equipment |
5 - 10 Years |
3,339,320 |
3,292,866 |
Production equipment |
7 - 10 Years |
16,665,039 |
16,125,430 |
Molds and dyes |
7 Years |
862,727 |
862,727 |
Office equipment |
5 - 7 Years |
1,612,700 |
1,583,707 |
Furniture and fixtures |
7 Years |
846,260 |
829,114 |
|
|
|
|
|
|
33,495,418 |
32,687,929 |
|
|
|
|
Less: accumulated depreciation |
|
(11,358,331) |
(10,355,807) |
|
|
|
|
|
|
22,137,087 |
22,332,122 |
|
|
|
|
Construction in progress |
|
1,098,211 |
987,128 |
|
|
|
|
Total property and equipment, net |
|
$ 23,235,298 |
$ 23,319,250 |
Depreciation expense was $1,002,525 for the three months ended March 31, 2026.
NOTE 4 - INTANGIBLE ASSETS
Identifiable intangible assets consist of the following as of March 31, 2026 and December 31, 2025:
|
March 31, 2026 |
December 31, 2025 |
||||
|
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
Amortizable intangible assets: |
|
|
|
|
|
|
Customer relationships |
$ 134,300,000 |
$ (60,021,640) |
$ 74,278,360 |
$ 134,300,000 |
$ (57,497,473) |
$ 76,802,527 |
Developed technology |
4,400,000 |
(2,086,250) |
2,313,750 |
4,400,000 |
(1,990,417) |
2,409,583 |
Amortizable intangible assets |
138,700,000 |
(62,107,890) |
76,592,110 |
138,700,000 |
(59,487,890) |
79,212,110 |
Non-amortizable intangible assets: |
|
|
|
|
|
|
Trade name |
14,000,000 |
— |
14,000,000 |
14,000,000 |
— |
14,000,000 |
Total intangible assets |
$ 152,700,000 |
$ (62,107,890) |
$ 90,592,110 |
$ 152,700,000 |
$ (59,487,890) |
$ 93,212,110 |
The weighted average remaining useful life of the intangibles was approximately 8 years as of March 31, 2026 and December 31, 2025, respectively.
Amortization expense was $2,620,000 for the three months ended March 31, 2026 and is included in Selling, general, and administrative expenses.
The net carrying amount of identifiable intangible assets was $90,592,110 as of March 31, 2026. The detailed composition of intangible assets by cost and accumulated amortization as of December 31, 2025 is presented in the Company’s audited
9
Runway Buyer, LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the three months ended March 31, 2026
consolidated financial statements; there were no material changes in the composition of intangible assets during the three months ended March 31, 2026 other than amortization recognized in the ordinary course.
Estimated future amortization expense for the five succeeding years and thereafter is as follows:
Year Ending December 31, |
|
|
|
2026 (remaining nine months) |
$ 7,860,000 |
2027 |
10,480,000 |
2028 |
10,480,000 |
2029 |
9,929,998 |
2030 |
9,380,000 |
Thereafter |
28,462,112 |
|
|
|
$ 76,592,110 |
NOTE 5 - GOODWILL
The goodwill balance was $165,234,007 and $165,234,007 as of March 31, 2026 and December 31, 2025, respectively.
NOTE 6 - LONG-TERM DEBT
The Company has a Credit Agreement with a syndicate of participating lenders, as amended, providing for a term loan and a revolving line of credit with availability of $20,000,000. Borrowings under the term loan bear interest at a variable rate of SOFR plus a leverage-based margin ranging from 4.5% to 6.00%, and the facility matures on June 21, 2027.
Long-term debt consists of the following at March 31, 2026 and December 31, 2025:
|
March 31, 2026 |
December 31, 2025 |
|
|
|
Note payable in quarterly installments payments of $447,202 due in full June 21, 2027, interest at SOFR plus 4.5% - 6.00%. |
$ 201,129,155 |
$ 206,129,155 |
Line of credit, interest at SOFR plus 4.5% - 6.00%. |
— |
— |
|
|
|
|
201,129,155 |
206,129,155 |
Less: debt issuance costs |
(962,579) |
(1,159,020) |
|
|
|
|
200,166,576 |
204,970,135 |
Less: current portion of long-term debt |
— |
— |
|
|
|
|
$ 200,166,576 |
$ 204,970,135 |
During the three months ended March 31, 2026, the Company made voluntary prepayments on its term loan in excess of the required scheduled principal payments. As a result, no principal payments are contractually due within the next twelve months as of March 31, 2026, and therefore no current portion of long‑term debt is presented on the consolidated balance sheet. The Company does not incur commitment fees, and no special withdrawal conditions exist beyond standard default provisions.
The line of credit requires payment of a fee payable to each lender party to the agreement, in proportion to that Lender’s pro rata share in respect of the line commitments equal to the average of the daily excess of the line of credit availability over the aggregate principal amount outstanding on the line of credit multiplied by 0.375% per annum.
The loans contain a maximum leverage ratio as part of the debt covenant. The Company was in compliance with all covenants as of March 31, 2026. Substantially all the assets of the Company are pledged as collateral to the Credit Agreement. The Credit Agreement requires the Company to maintain a maximum consolidated total leverage ratio not to
10
Runway Buyer, LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the three months ended March 31, 2026
exceed 8.00:1.00, tested on a quarterly basis. The weighted-average interest rate on the Company's outstanding borrowings was 9.00% as of March 31, 2026. The Company's obligations under the Credit Agreement are secured by a first-priority lien on, and security interest in, substantially all of the Company's assets, including accounts receivable, inventory, equipment, intellectual property, and the equity interests of its subsidiaries. There were no covenant violations as of March 31, 2026.
Other than the principal repayment, there were no significant changes in the Company’s long-term debt or other financing arrangements during the three months ended March 31, 2026.
Minimum future principal payments of debt are as follows:
Year Ending December 31, |
|
|
|
2026 (remaining nine months) |
$ — |
2027 |
201,129,155 |
2028 |
— |
2029 |
— |
2030 |
— |
Thereafter |
— |
|
|
|
$ 201,129,155 |
NOTE 7 - MEMBERSHIP INTERESTS
Runway Buyer is wholly owned by Runway Parent, which is represented by a membership interest of $165,312,731 as of March 31, 2026.
NOTE 8 - INCOME TAXES
The Company's provision for income taxes for the interim period is determined using an estimated annual effective tax rate, adjusted for discrete items recognized in the period, in accordance with ASC 740-270. The Company's effective tax rate was 20.8% for the three months ended March 31, 2026. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily as a result of state taxes and net CFC tested income, offset by foreign-derived deduction eligible income deduction, the Costa Rica tax holiday, and federal tax credits.
As of March 31, 2026, the Company had no federal and state net operating loss carryforwards. For uncertain tax positions, the Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured as the largest amount of liability that is greater than 50% likely of being realized upon ultimate settlement. The Company’s policy is to record tax related interest and penalties within the tax provision. As of March 31, 2026, there are no interest and penalties that relate to uncertain tax positions. As of March 31, 2026, the Company had no unrecognized tax benefits, and accordingly a tabular reconciliation of the beginning and ending balances of unrecognized tax benefits has not been presented. The Company does not expect a significant change in unrecognized tax benefits within the next twelve months. The Company’s foreign operations benefit from a tax holiday, which is set to expire in 2030. This tax holiday may be extended when certain conditions are met or may be terminated early if certain conditions are not met. The tax benefit attributable to this tax holiday, before taking into consideration other U.S. tax provisions, was $80,790 for the three months ending March 31, 2026.
The Company is subject to federal and state income tax. The years that remain subject to examination are 2020 and later for federal and state purposes.
11
Runway Buyer, LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the three months ended March 31, 2026
NOTE 9 - RELATED PARTY TRANSACTIONS
The Company leases its production facility, offices, and a warehouse from a member under an operating lease. The lease requires monthly payments of $58,726 escalating annually by 3%. The current non‑cancellable lease term extends through June 2029 and includes two additional renewal options of five years each. The renewal options are not included in the measurement of the related right‑of‑use asset and lease liability, as the Company is not reasonably certain to exercise the renewal options as of the balance sheet date. If the Company elects to exercise a renewal option, the lease will be remeasured at that time. The Company made lease payments of $176,177 to the member for the three months ended March 31, 2026. ROU asset and lease liability related to the member was $2,126,824 and $2,252,432 as of March 31, 2026 and $2,279,238 and $2,406,060 as of December 31, 2025, respectively.
In 2023 the Company entered into a new operating lease for an office space with Butler Block LLC., which is a related party entity. The lease requires a monthly payment of $21,332 escalating annually by 3%. The current non‑cancellable lease term extends through June 2029 and includes three additional renewal options of five years each. The renewal options are not included in the measurement of the related right‑of‑use asset and lease liability, as the Company is not reasonably certain to exercise the renewal options as of the balance sheet date. If the Company elects to exercise a renewal option, the lease will be remeasured at that time. The Company made lease payments of $63,997 to this member for the three months ended March 31, 2026. The ROU asset and lease liability related to this member was $804,342 and $837,773 as of March 31, 2026 and $863,840 and $896,989 as of December 31, 2025, respectively.
During the three months ended March 31, 2026 the Company made $97,420 of inventory related purchases with Western Filament, Inc, a related party entity.
NOTE 10 - LEASES
The Company has operating leases for corporate offices, warehouses, parking lots, and equipment with terms expiring approximately one year to five years from reporting date, some of which include options to extend the lease.
|
March 31, 2026 |
December 31, 2025 |
|
|
|
Operating lease right-of-use assets |
$ 3,806,737 |
$ 3,719,544 |
Operating lease right-of-use assets – related party |
2,931,166 |
3,143,078 |
Operating lease liabilities |
(4,207,898) |
(4,118,129) |
Operating lease liabilities – related party |
(3,090,205) |
(3,303,049) |
Current lease liabilities |
(584,726) |
(538,485) |
Current lease liabilities – related party |
(888,755) |
(874,126) |
Long-term lease liabilities |
(3,623,172) |
(3,579,644) |
Long-term lease liabilities – related party |
(2,201,450) |
(2,428,923) |
The Company did not incur variable or short‑term lease costs during the periods presented. Accordingly, all lease costs recognized relate to fixed payments under operating leases. For the three months ended March 31, 2026, total operating lease costs were $459,505. The weighted-average remaining lease term was 5.23 years and the weighted-average discount rate was 3.8% as of March 31, 2026. As of December 31, 2025, the weighted-average remaining lease term was 5.31 years and the weighted-average discount rate was 3.7%.
Total cash paid for operating lease liabilities was $387,421 for the three months ended March 31, 2026.
NOTE 11 - CONCENTRATIONS
The Company had two customers with over 10% of total sales accounting for 39% of total sales for the three months ended March 31, 2026. As of March 31, 2026, two customers accounted for 44% of the total accounts receivable balance. There were no vendors with over 10% of total purchases for the three months ended March 31, 2026.
12
Runway Buyer, LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the three months ended March 31, 2026
NOTE 12 – COMMITMENTS AND CONTINGENCIES
Purchase Commitments
There have been no material changes to the Company’s purchase commitments since December 31, 2025.
Legal Proceedings
The Company is subject to various claims, disputes, and legal proceedings that arise in the ordinary course of business. Management assesses the likelihood of any adverse outcomes and records a loss contingency when a loss is both probable and reasonably estimable. Management does not believe that the ultimate resolution of any currently pending matters will have a material adverse effect on the Company's financial position, results of operations, or cash flows. As of March 31, 2026, no material amounts have been accrued for loss contingencies.
NOTE 13 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through October 2, 2026, which is the date these unaudited condensed consolidated financial statements were issued.
On July 23, 2026, Novanta Inc., a Canadian corporation, through indirect subsidiaries, completed the acquisition of all of the issued and outstanding limited liability company interests of the Company for approximately $1.2 billion in cash, subject to customary adjustments based on cash, working capital, debt and transaction expenses of the Company as of the closing of the transaction. In addition, a milestone payment amount of $250.0 million remains payable by Novanta Inc. on or before January 8, 2027. On July 23, 2026, in connection with the closing of the acquisition, the Company’s outstanding bank indebtedness was paid in full out of the purchase price proceeds.
13
EXHIBIT 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
As previously disclosed in the Current Report on Form 8-K filed on June 9, 2026 (the “Previous Form 8-K”), by Novanta Inc., a Canadian corporation (the “Company”) with the Securities and Exchange Commission (“SEC”), on June 8, 2026, the Company, Novanta Medical Technologies Corp., a Delaware corporation and an indirect subsidiary of the Company (“Buyer”), Novanta Corporation, a Michigan corporation (“Intermediate Parent”, and together with the Company and the Buyer, the “Buyer Parties”), Runway Midco, LLC, a Delaware limited liability company (“Seller”), and Runway Buyer, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Seller (“Runway Buyer”), entered into an Equity Purchase Agreement (the “Purchase Agreement”), pursuant to which Buyer agreed to acquire from Seller all of the issued and outstanding limited liability company interests (the “Purchased Interests”) of Runway Buyer (the “Transaction”). On July 23, 2026, the closing of the Transaction (the “Closing”) occurred.
The aggregate purchase price of approximately $1,450.6 million was funded through cash on hand and $616.0 million of borrowings under the Company's revolving credit facility and delayed draw term loan facility under its Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) (the “Debt Financing”). In addition, a milestone payment amount of $250.0 million remains payable by the Buyer Parties to Seller on or before January 8, 2027. Accordingly, the milestone payment has been included in consideration transferred and recorded at its acquisition-date fair value in the unaudited pro forma condensed combined balance sheet.
On June 8, 2026, the Company entered into a securities purchase agreement with institutional and other accredited investors for a private placement of the Company's common shares, which resulted in gross proceeds of approximately $300 million, before placement agent fees and offering expenses of $12.4 million. The placement closed on June 11, 2026, and the Company recorded net proceeds of approximately $287.6 million (the “Equity Financing”). The Company used the Equity Financing to fund the acquisition.
The unaudited pro forma condensed combined balance sheet as of April 3, 2026 is presented as if the Transaction had occurred on April 3, 2026 and is based on the unaudited consolidated balance sheet of the Company as of April 3, 2026 (as filed with the SEC in its Quarterly Report on Form 10-Q for the three months ended April 3, 2026) and the unaudited consolidated balance sheet of Runway Buyer as of March 31, 2026, which is included herein as Exhibit 99.2 to this Current Report on Form 8-K/A.
The unaudited pro forma condensed combined statement of operations for the three months ended April 3, 2026 is presented as if the Transaction had occurred on January 1, 2025 and is based upon the unaudited consolidated statement of operations of the Company for the three months ended April 3, 2026 (as filed with the SEC in its Quarterly Report on Form 10-Q for the three months ended April 3, 2026) and the unaudited consolidated statement of operations of Runway Buyer for the three months ended March 31, 2026, which is included herein as Exhibit 99.2 to this Current Report on Form 8-K/A.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 is presented as if the Transaction had occurred on January 1, 2025 and is based upon the audited consolidated statement of operations of the Company for the year ended December 31, 2025 (as filed with the SEC in its Annual Report on Form 10-K for the year ended December 31, 2025) and the audited consolidated statement of operations of Runway Buyer for the year ended December 31, 2025 (attached as Exhibit 99.1 to this Current Report on Form 8-K/A).
The unaudited pro forma condensed combined financial information should be read in conjunction with:
The Transaction is being accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with the Company as the accounting acquirer. Under the acquisition method of accounting, the purchase consideration is allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the respective acquisition. The process of valuing the net assets of Runway Buyer immediately prior to the Transaction, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed related to the Transaction will be recorded as goodwill. Accordingly, the purchase consideration allocation and related adjustments reflected in this unaudited pro forma
condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1 - Basis of Presentation for more information.
All financial data included in the unaudited condensed combined financial information is presented in thousands of U.S. dollars and has been prepared on the basis of U.S. GAAP and the Company's accounting policies.
The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Transaction, Equity Financing and Debt Financing had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the combined company.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of April 3, 2026
(dollars and shares in thousands, except per share data)
|
Novanta Inc. |
|
|
Runway Buyer |
|
|
Transaction Accounting Adjustments - Acquisition |
|
Note |
Transaction Accounting Adjustments - Equity Issuance |
|
Note |
Transaction Accounting Adjustments - Debt Financing |
|
Note |
Pro Forma Combined |
|
||||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents |
$ |
388,799 |
|
|
$ |
6,992 |
|
|
$ |
(1,232,827 |
) |
(a), (k) |
$ |
287,605 |
|
(l) |
$ |
613,720 |
|
(h), (i) |
$ |
64,289 |
|
Accounts receivable, net of allowance |
|
173,934 |
|
|
|
27,131 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
201,065 |
|
Inventories |
|
193,143 |
|
|
|
26,142 |
|
|
|
2,400 |
|
(b) |
|
— |
|
|
|
— |
|
|
|
221,685 |
|
Prepaid income taxes and income taxes receivable |
|
8,751 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,751 |
|
Prepaid expenses and other current assets |
|
22,176 |
|
|
|
1,194 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
23,370 |
|
Total current assets |
|
786,803 |
|
|
|
61,459 |
|
|
|
(1,230,427 |
) |
|
|
287,605 |
|
|
|
613,720 |
|
|
|
519,160 |
|
Property, plant and equipment, net |
|
116,961 |
|
|
|
23,846 |
|
|
|
4,100 |
|
(c) |
|
— |
|
|
|
— |
|
|
|
144,907 |
|
Operating lease assets |
|
40,361 |
|
|
|
6,738 |
|
|
|
560 |
|
(e) |
|
— |
|
|
|
— |
|
|
|
47,659 |
|
Deferred tax assets |
|
29,665 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
29,665 |
|
Other assets |
|
11,587 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,587 |
|
Intangible assets, net |
|
170,299 |
|
|
|
90,592 |
|
|
|
635,408 |
|
(d) |
|
— |
|
|
|
— |
|
|
|
896,299 |
|
Goodwill |
|
643,379 |
|
|
|
165,234 |
|
|
|
653,896 |
|
(m) |
|
— |
|
|
|
— |
|
|
|
1,462,509 |
|
Total assets |
$ |
1,799,055 |
|
|
$ |
347,869 |
|
|
$ |
63,537 |
|
|
$ |
287,605 |
|
|
$ |
613,720 |
|
|
$ |
3,111,786 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of long-term debt |
$ |
40,416 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
40,416 |
|
Accounts payable |
|
96,203 |
|
|
|
2,389 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
98,592 |
|
Income taxes payable |
|
7,887 |
|
|
|
853 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,740 |
|
Current portion of operating lease liabilities |
|
9,691 |
|
|
|
1,474 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,165 |
|
Accrued expenses and other current liabilities |
|
66,595 |
|
|
|
6,120 |
|
|
|
244,100 |
|
(f) |
|
— |
|
|
|
— |
|
|
|
316,815 |
|
Total current liabilities |
|
220,792 |
|
|
|
10,836 |
|
|
|
244,100 |
|
|
|
— |
|
|
|
— |
|
|
|
475,728 |
|
Long-term debt |
|
201,005 |
|
|
|
200,167 |
|
|
|
(200,167 |
) |
(g) |
|
— |
|
|
|
613,720 |
|
(h), (i) |
|
814,725 |
|
Operating lease liabilities |
|
37,244 |
|
|
|
5,824 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
43,068 |
|
Deferred tax liabilities |
|
17,155 |
|
|
|
11,680 |
|
|
|
165,291 |
|
(m) |
|
— |
|
|
|
— |
|
|
|
194,126 |
|
Income taxes payable |
|
4,520 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,520 |
|
Other liabilities |
|
7,311 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,311 |
|
Total liabilities |
|
488,027 |
|
|
|
228,507 |
|
|
|
209,224 |
|
|
|
— |
|
|
|
613,720 |
|
|
|
1,539,478 |
|
Total stockholders' equity |
|
1,311,028 |
|
|
|
119,362 |
|
|
|
(145,687 |
) |
(j), (k) |
|
287,605 |
|
(l) |
|
— |
|
|
|
1,572,308 |
|
Total liabilities and stockholders’ equity |
$ |
1,799,055 |
|
|
$ |
347,869 |
|
|
$ |
63,537 |
|
|
$ |
287,605 |
|
|
$ |
613,720 |
|
|
$ |
3,111,786 |
|
See accompanying notes to the unaudited pro forma condensed combined financial information
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Three Months Ended April 3, 2026
(dollars and shares in thousands, except per share data)
|
Novanta Inc. |
|
|
Runway Buyer |
|
|
Transaction Accounting Adjustments - Acquisition |
|
Note |
Transaction Accounting Adjustments - Equity Issuance |
|
Note |
Transaction Accounting Adjustments - Debt Financing |
|
Note |
Pro Forma Combined |
|
||||||
Revenue |
$ |
257,707 |
|
|
$ |
33,457 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
291,164 |
|
Cost of revenue |
|
144,129 |
|
|
|
17,029 |
|
|
|
5,156 |
|
(b), (c) |
|
— |
|
|
|
— |
|
|
|
166,314 |
|
Gross profit |
|
113,578 |
|
|
|
16,428 |
|
|
|
(5,156 |
) |
|
|
— |
|
|
|
— |
|
|
|
124,850 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Research and development and engineering |
|
23,251 |
|
|
|
1,499 |
|
|
|
38 |
|
(b) |
|
— |
|
|
|
— |
|
|
|
24,788 |
|
Selling, general and administrative |
|
54,409 |
|
|
|
4,802 |
|
|
|
27 |
|
(b), (d) |
|
— |
|
|
|
— |
|
|
|
59,238 |
|
Amortization of purchased intangible assets |
|
5,774 |
|
|
|
2,552 |
|
|
|
10,688 |
|
(c) |
|
— |
|
|
|
— |
|
|
|
19,014 |
|
Restructuring, acquisition and related costs |
|
2,605 |
|
|
|
91 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,696 |
|
Total operating expenses |
|
86,039 |
|
|
|
8,944 |
|
|
|
10,753 |
|
|
|
— |
|
|
|
— |
|
|
|
105,736 |
|
Operating income |
|
27,539 |
|
|
|
7,484 |
|
|
|
(15,909 |
) |
|
|
— |
|
|
|
— |
|
|
|
19,114 |
|
Interest income (expense), net |
|
(1,843 |
) |
|
|
(4,465 |
) |
|
|
4,465 |
|
(f) |
|
— |
|
|
|
(7,290 |
) |
(g), (h) |
|
(9,133 |
) |
Foreign exchange transaction gains (losses), net |
|
731 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
731 |
|
Other income (expense), net |
|
(73 |
) |
|
|
14 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(59 |
) |
Income before income taxes |
|
26,354 |
|
|
|
3,033 |
|
|
|
(11,444 |
) |
|
|
— |
|
|
|
(7,290 |
) |
|
|
10,653 |
|
Income tax provision |
|
5,255 |
|
|
|
630 |
|
|
|
(2,947 |
) |
(i) |
|
— |
|
|
|
(1,877 |
) |
(i) |
|
1,061 |
|
Net income |
$ |
21,099 |
|
|
$ |
2,403 |
|
|
$ |
(8,497 |
) |
|
$ |
— |
|
|
$ |
(5,413 |
) |
|
$ |
9,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic |
$ |
0.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.23 |
|
||||
Diluted |
$ |
0.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.22 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding—basic |
|
40,425 |
|
|
|
|
|
|
|
|
|
2,143 |
|
(j) |
|
|
|
|
42,568 |
|
|||
Weighted average common shares outstanding—diluted |
|
41,158 |
|
|
|
|
|
|
|
|
|
2,143 |
|
(j) |
|
|
|
|
43,301 |
|
|||
See accompanying notes to the unaudited pro forma condensed combined financial information
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2025
(dollars and shares in thousands, except per share data)
|
Novanta Inc. |
|
|
Runway Buyer |
|
|
Transaction Accounting Adjustments - Acquisition |
|
Note |
Transaction Accounting Adjustments - Equity Issuance |
|
Note 5 |
Transaction Accounting Adjustments - Debt Financing |
|
Note |
Pro Forma Combined |
|
||||||
Revenue |
$ |
980,600 |
|
|
$ |
136,120 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,116,720 |
|
Cost of revenue |
|
545,316 |
|
|
|
67,986 |
|
|
|
18,519 |
|
(a), (b), (c) |
|
— |
|
|
|
— |
|
|
|
631,821 |
|
Gross profit |
|
435,284 |
|
|
|
68,134 |
|
|
|
(18,519 |
) |
|
|
— |
|
|
|
— |
|
|
|
484,899 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Research and development and engineering |
|
95,484 |
|
|
|
4,683 |
|
|
|
153 |
|
(b) |
|
— |
|
|
|
— |
|
|
|
100,320 |
|
Selling, general and administrative |
|
195,659 |
|
|
|
17,480 |
|
|
|
108 |
|
(b), (d) |
|
— |
|
|
|
— |
|
|
|
213,247 |
|
Amortization of purchased intangible assets |
|
27,477 |
|
|
|
10,113 |
|
|
|
29,921 |
|
(c) |
|
— |
|
|
|
— |
|
|
|
67,511 |
|
Restructuring, acquisition and related costs |
|
22,652 |
|
|
|
2,023 |
|
|
|
32,225 |
|
(e), (k) |
|
— |
|
|
|
— |
|
|
|
56,900 |
|
Total operating expenses |
|
341,272 |
|
|
|
34,299 |
|
|
|
62,407 |
|
|
|
— |
|
|
|
— |
|
|
|
437,978 |
|
Operating income |
|
94,012 |
|
|
|
33,835 |
|
|
|
(80,926 |
) |
|
|
— |
|
|
|
— |
|
|
|
46,921 |
|
Interest income (expense), net |
|
(21,472 |
) |
|
|
(21,108 |
) |
|
|
21,108 |
|
(f) |
|
— |
|
|
|
(29,162 |
) |
(g), (h) |
|
(50,634 |
) |
Foreign exchange transaction gains (losses), net |
|
(2,190 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,190 |
) |
Other income (expense), net |
|
(708 |
) |
|
|
197 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(511 |
) |
Income before income taxes |
|
69,642 |
|
|
|
12,924 |
|
|
|
(59,818 |
) |
|
|
— |
|
|
|
(29,162 |
) |
|
|
(6,414 |
) |
Income tax provision |
|
15,813 |
|
|
|
1,462 |
|
|
|
(8,795 |
) |
(i) |
|
— |
|
|
|
(7,509 |
) |
(i) |
|
971 |
|
Net income |
$ |
53,829 |
|
|
$ |
11,462 |
|
|
$ |
(51,023 |
) |
|
$ |
— |
|
|
$ |
(21,653 |
) |
|
$ |
(7,385 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic |
$ |
1.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.19 |
) |
||||
Diluted |
$ |
1.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.19 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding—basic |
|
36,589 |
|
|
|
|
|
|
|
|
|
2,143 |
|
(j) |
|
|
|
|
38,732 |
|
|||
Weighted average common shares outstanding—diluted |
|
36,702 |
|
|
|
|
|
|
|
|
|
2,143 |
|
(j) |
|
|
|
|
38,732 |
|
|||
See accompanying notes to the unaudited pro forma condensed combined financial information
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 - Basis of Presentation
The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”.
The Company and Runway Buyer historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align Runway Buyer financial statement presentation to that of the Company. The Company is currently in the process of evaluating Runway Buyer’s accounting policies and as a result of that review, additional differences could be identified between the accounting policies of the two companies.
The Company’s fiscal periods ended April 3, 2026 and December 31, 2025, while Runway Buyer’s corresponding fiscal periods ended March 31, 2026 and December 31, 2025, respectively. As the interim period-end dates differ by fewer than 93 days, no adjustment has been made to conform the reporting periods, as permitted by Rule 11-02(c)(3) of Regulation S-X.
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with the Company as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical financial statements of the Company and Runway Buyer. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of purchase consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.
The allocation of the purchase consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the purchase consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The allocation of the purchase consideration set forth herein is preliminary and will be revised as additional information becomes available during the measurement period, which could be up to twelve months from the Closing. Any such revisions or changes may be material.
The unaudited pro forma condensed combined financial information reflects only Transaction Accounting Adjustments, as defined in Rule 11-02(a)(6) of Regulation S-X; no Management's Adjustments have been presented.
Note 2 – Reclassification Adjustments
During the preparation of this unaudited pro forma condensed combined financial information, Company management performed a preliminary analysis of Runway Buyer's financial information to identify differences in financial statement presentation as compared to the presentation of the Company. With the information currently available, the Company has determined that no significant adjustments are necessary to conform Runway Buyer's financial statements to those used by the Company. However, certain reclassification adjustments have been made to conform Runway Buyer’s historical financial statement presentation to the Company financial statement presentation. Following the Closing, the combined company will finalize the review of accounting policies and reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein. The Company is currently in the process of evaluating Runway Buyer’s accounting policies. That evaluation may identify additional differences between the accounting policies of the Company and Runway Buyer. Based on the information currently available, the Company has determined on a preliminary basis that no significant adjustments outside of the adjustments included in Note 2 are necessary to conform Runway Buyer’s financial statements to the accounting policies used by the Company.
(a) Reclassifications to the Unaudited Pro Forma Condensed Combined Balance Sheet as of April 3, 2026 are as follows (in thousands):
|
Runway Buyer Historical Balance Sheet Line Items |
Runway Buyer |
|
Reclassification |
|
Note |
Runway Buyer after Reclassification as of March 31, 2026 |
|
|||
ASSETS |
|
|
|
|
|
|
|
|
|||
Current assets |
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
Cash |
$ |
6,992 |
|
$ |
— |
|
|
$ |
6,992 |
|
Accounts receivable, net of allowance |
Accounts Receivable |
|
27,131 |
|
|
— |
|
|
|
27,131 |
|
Inventories |
Inventory |
|
26,142 |
|
|
— |
|
|
|
26,142 |
|
Prepaid income taxes and income taxes receivable |
|
|
— |
|
|
— |
|
|
|
— |
|
|
Prepaid Inventory |
|
363 |
|
|
(363 |
) |
(a) |
|
— |
|
Prepaid expenses and other current assets |
Prepaid expenses and other current assets |
|
831 |
|
|
363 |
|
(a) |
|
1,194 |
|
Total current assets |
|
|
61,459 |
|
|
— |
|
|
|
61,459 |
|
Property, plant and equipment, net |
Property, plant, & equipment, net |
|
23,235 |
|
|
611 |
|
(b) |
|
23,846 |
|
|
Deposits on Equipment |
|
611 |
|
|
(611 |
) |
(b) |
|
— |
|
|
Right of Use Asset-Related Party |
|
2,931 |
|
|
(2,931 |
) |
(c) |
|
— |
|
Operating lease assets |
Right of Use Asset |
|
3,807 |
|
|
2,931 |
|
(c) |
|
6,738 |
|
Deferred tax assets |
|
|
— |
|
|
— |
|
|
|
— |
|
Other assets |
|
|
— |
|
|
— |
|
|
|
— |
|
Intangible assets, net |
Intangibles, net |
|
90,592 |
|
|
— |
|
|
|
90,592 |
|
Goodwill |
Goodwill |
|
165,234 |
|
|
— |
|
|
|
165,234 |
|
Total assets |
|
$ |
347,869 |
|
$ |
— |
|
|
$ |
347,869 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|||
Current liabilities |
|
|
|
|
|
|
|
|
|||
Current portion of long-term debt |
|
$ |
— |
|
$ |
— |
|
|
$ |
— |
|
Accounts payable |
Accounts Payable |
|
2,389 |
|
|
— |
|
|
|
2,389 |
|
Income taxes payable |
Income tax payable |
|
853 |
|
|
— |
|
|
|
853 |
|
|
Current portion of lease liability-related party |
|
889 |
|
|
(889 |
) |
(d) |
|
— |
|
Current portion of operating lease liabilities |
Current portion of lease liability |
|
585 |
|
|
889 |
|
(d) |
|
1,474 |
|
Accrued expenses and other current liabilities |
Accrued expenses and other current liabilities |
|
6,120 |
|
|
— |
|
|
|
6,120 |
|
|
|
|
|
|
|
|
|
|
|||
Total current liabilities |
|
|
10,836 |
|
|
— |
|
|
|
10,836 |
|
Long-term debt |
Long-term debt, net |
|
200,167 |
|
|
— |
|
|
|
200,167 |
|
|
Long-term lease liability-related party |
|
2,201 |
|
|
(2,201 |
) |
(e) |
|
— |
|
Operating lease liabilities |
Long-term lease liability |
|
3,623 |
|
|
2,201 |
|
(e) |
|
5,824 |
|
Deferred tax liabilities |
Deferred income tax, non-current |
|
11,680 |
|
|
— |
|
|
|
11,680 |
|
Income taxes payable |
|
|
— |
|
|
— |
|
|
|
— |
|
Other liabilities |
|
|
— |
|
|
— |
|
|
|
— |
|
Total liabilities |
|
|
228,507 |
|
|
— |
|
|
|
228,507 |
|
Total stockholders' equity |
|
|
119,362 |
|
|
— |
|
|
|
119,362 |
|
Total liabilities and stockholders’ equity |
|
$ |
347,869 |
|
$ |
— |
|
|
$ |
347,869 |
|
(b) Reclassifications to the Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended April 3, 2026 are as follows (in thousands):
Novanta |
Runway Buyer |
Runway Buyer three months Ended March 31, 2026 |
|
Reclassification |
|
Note |
Runway Buyer after Reclassification for the three months ended April 3, 2026 |
|
|||
Revenue |
Revenues |
$ |
33,457 |
|
$ |
— |
|
|
$ |
33,457 |
|
Cost of revenue |
Cost of goods sold |
|
13,430 |
|
|
3,599 |
|
(a), (c), (d), (e), (f), (g) |
|
17,029 |
|
|
Lease Expense |
|
220 |
|
|
(220 |
) |
(c) |
|
— |
|
|
Lease Expense-related party |
|
239 |
|
|
(239 |
) |
(d) |
|
— |
|
|
Depreciation |
|
1,004 |
|
|
(1,004 |
) |
(e) |
|
— |
|
Gross profit |
|
|
18,564 |
|
|
(2,136 |
) |
|
|
16,428 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|||
Research and development and engineering |
|
|
2,047 |
|
|
(548 |
) |
(c), (d), (e),(f) |
|
1,499 |
|
Selling, general and administrative |
Selling, general and administrative expenses |
|
9,033 |
|
|
(4,231 |
) |
(a), (b), (c), (d), (e), (g) |
|
4,802 |
|
Amortization of purchased intangible assets |
|
|
— |
|
|
2,552 |
|
(b) |
|
2,552 |
|
Restructuring, acquisition and related costs |
|
|
— |
|
|
91 |
|
(h) |
|
91 |
|
Total operating expenses |
|
|
11,080 |
|
|
(2,136 |
) |
|
|
8,944 |
|
Operating income |
Income from operations |
|
7,484 |
|
|
— |
|
|
|
7,484 |
|
Interest income (expense), net |
Interest expense |
|
(4,465 |
) |
|
— |
|
|
|
(4,465 |
) |
Foreign exchange transaction gains (losses), net |
|
|
— |
|
|
— |
|
|
|
— |
|
Other income (expense), net |
Other income (expense), net |
|
14 |
|
|
— |
|
|
|
14 |
|
Income before income taxes |
|
|
3,033 |
|
|
— |
|
|
|
3,033 |
|
Income tax provision |
Income tax (expense) benefit |
|
(630 |
) |
|
— |
|
|
|
(630 |
) |
Net income |
|
$ |
2,403 |
|
$ |
— |
|
|
$ |
2,403 |
|
(c) Reclassifications to the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025 are as follows (in thousands):
Novanta |
Runway Buyer |
Runway Buyer Year Ended December 31, 2025 |
|
Reclassification |
|
Note |
Runway Buyer after Reclassification for the year ended December 31, 2025 |
|
|||
Revenue |
Revenues |
$ |
136,120 |
|
$ |
— |
|
|
$ |
136,120 |
|
Cost of revenue |
Cost of goods sold |
|
54,054 |
|
|
13,932 |
|
(a), (c), (d), (e), (f), (g) |
|
67,986 |
|
|
Lease Expense |
|
1,672 |
|
|
(1,672 |
) |
(c) |
|
— |
|
|
Lease Expense-related party |
|
957 |
|
|
(957 |
) |
(d) |
|
— |
|
|
Depreciation |
|
3,607 |
|
|
(3,607 |
) |
(e) |
|
— |
|
Gross profit |
|
|
75,830 |
|
|
(7,696 |
) |
|
|
68,134 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|||
Research and development and engineering |
Research and Development |
|
6,546 |
|
|
(1,863 |
) |
(c), (d), (e),(f) |
|
4,683 |
|
Selling, general and administrative |
Selling, general and administrative expenses |
|
35,449 |
|
|
(17,969 |
) |
(a), (b), (c), (d), (e), (g) |
|
17,480 |
|
Amortization of purchased intangible assets |
|
|
— |
|
|
10,113 |
|
(b) |
|
10,113 |
|
Restructuring, acquisition and related costs |
|
|
— |
|
|
2,023 |
|
(c),(h) |
|
2,023 |
|
Total operating expenses |
|
|
41,995 |
|
|
(7,696 |
) |
|
|
34,299 |
|
Operating income |
Income from operations |
|
33,835 |
|
|
— |
|
|
|
33,835 |
|
Interest income (expense), net |
Interest expense |
|
(21,108 |
) |
|
— |
|
|
|
(21,108 |
) |
Foreign exchange transaction gains (losses), net |
|
|
— |
|
|
— |
|
|
|
— |
|
Other income (expense), net |
Other income (expense), net |
|
197 |
|
|
— |
|
|
|
197 |
|
Income before income taxes |
|
|
12,924 |
|
|
— |
|
|
|
12,924 |
|
Income tax provision |
Income tax (expense) benefit |
|
(1,462 |
) |
|
— |
|
|
|
(1,462 |
) |
Net income |
|
$ |
11,462 |
|
$ |
— |
|
|
$ |
11,462 |
|
Note 3 – Preliminary Purchase Consideration Allocation
To consummate the Transaction, the Company paid an aggregate purchase price of $1,450.6 million. The Company paid cash of $1,206.5 million and recorded a milestone payment of $244.1 million. The milestone payment amount of $250.0 million remains payable by the Buyer Parties to Seller on or before January 8, 2027. Accordingly, the milestone payment has been included in consideration transferred and recorded at its acquisition-date fair value in the unaudited pro forma condensed combined balance sheet.
The assumed accounting for the Transaction, including the preliminary purchase consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. The fair values of identifiable intangible assets were based on valuations using an income approach, specifically the multi-period excess earnings method for customer relationships and the relief-from-royalty method for developed technologies and trade name. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, customer attrition rates, royalty rates, discount rates, technology obsolescence curves, and EBITDA margins. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances. The purchase price allocation set forth herein is preliminary and will be revised as additional information becomes available during the measurement period, which could be up to twelve months from the Closing. Any such revisions or changes may be material.
The following table summarizes the preliminary purchase consideration allocation, as if the Transaction had been completed on April 3, 2026:
(dollars in thousands) |
|
|
Purchase Price Allocation |
|
|
Cash and cash equivalents |
|
|
$ |
6,992 |
|
Accounts receivable, net of allowance |
|
|
|
27,131 |
|
Inventories |
|
|
|
28,542 |
|
Prepaid expenses and other current assets |
|
|
|
1,194 |
|
Property, plant and equipment, net |
|
|
|
27,946 |
|
Goodwill |
|
|
|
819,130 |
|
Operating lease assets |
|
|
|
7,298 |
|
Intangible assets, net |
|
|
|
726,000 |
|
Total assets acquired |
|
|
|
1,644,233 |
|
Accounts payable |
|
|
|
2,389 |
|
Income taxes payable |
|
|
|
853 |
|
Operating lease liabilities |
|
|
|
7,298 |
|
Accrued expenses and other current liabilities |
|
|
|
6,120 |
|
Deferred tax liabilities |
|
|
|
176,971 |
|
Total liabilities assumed |
|
|
|
193,631 |
|
Total assets acquired, net liabilities assumed |
|
|
|
1,450,602 |
|
Less: cash acquired |
|
|
|
6,992 |
|
Purchase price, net of cash acquired |
|
|
$ |
1,443,610 |
|
(dollars in thousands) |
Preliminary Fair Value |
|
Estimated Useful Life (in years) |
|
Customer relationships |
$ |
540,000 |
|
16 |
Trade name |
|
16,000 |
|
10 |
Developed technology |
|
170,000 |
|
10 |
Intangible assets acquired |
$ |
726,000 |
|
|
A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $5.6 million annually. Pro Forma amortization is preliminary. Customer relationships and developed technology assets are amortized over their weighted average useful lives based upon the pattern in which anticipated economic benefits from such assets are expected to be realized. Trade names are amortized over their weighted average useful life on a straight-line basis. The amount of amortization following the Runway Buyer Transaction may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.
Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
Adjustments included in the Transaction Accounting Adjustments – Acquisition, Equity Issuance, and Debt Financing columns in the accompanying unaudited pro forma condensed combined balance sheet as of April 3, 2026 are as follows:
(a) Reflects adjustment to cash and cash equivalents of $1,206.5 million to record cash consideration paid for the Transaction.
(b) Reflects adjustment of $2.4 million to record the acquired inventories to the preliminary estimated fair value as of the Closing.
(c) Reflects an adjustment of $4.1 million to record property, plant and equipment to the preliminary estimated fair value as of the Closing.
(d) Reflects an adjustment of $635.4 million to record the acquired intangible assets to the preliminary estimated fair value as of the Closing. Refer to Note 3 above for additional information on the acquired intangible assets expected to be recognized.
(e) Reflects an adjustment of $0.6 million to increase the value of the operating lease right of use assets to be equal and offsetting to the estimated present value of remaining lease payments.
(f) Reflects an adjustment of $244.1 million to accrued expenses and other liabilities to record a liability for the milestone payment.
(g) Reflects an adjustment of $200.2 million to long-term debt eliminating Runway Buyer historical debt.
(h) Reflects an adjustment of $616.0 million to long-term debt to record borrowings under the Credit Agreement entered into in connection with the Transaction.
(i) Reflects an adjustment of $2.3 million to long-term debt to record capitalized debt issuance costs incurred in connection with Debt Financing.
(j) Reflects the elimination of Runway Buyer historical stockholders' equity.
(k) Reflects an adjustment of $26.3 million for the Company's estimated transaction costs incurred after April 3, 2026.
(l) Reflects an adjustment of $287.6 million, net of issuance costs to record the Company's issuance of 2.1 million common shares related to the Equity Financing of $300.0 million.
(m) Reflects an adjustment of $653.9 million, which reflects the deferred tax liability related to non-deductible inventory, property, plant and equipment, and intangibles fair value step-up of $165.3 million and recognition of goodwill of $819.1 million per purchase price allocation (Note 3).
Note 5 – Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations
Adjustments included in the Transaction Accounting Adjustments – Acquisition, Equity Issuance, and Debt Financing columns in the accompanying unaudited pro forma condensed combined statement of income for the year ended December 31, 2025 and three months ended April 3, 2026 are as follows:
(a) Reflects an adjustment of $2.4 million to amortize the fair value step-up of inventories for the year ended December 31, 2025. These costs are non-recurring in nature and not anticipated to affect the condensed combined statement of income beyond twelve months after the Closing.
(b) Reflects adjustments for the incremental depreciation expense resulting from the fair value adjustment to property, plant and equipment of $0.1 million and $0.5 million for the three months ended April 3, 2026 and the year ended December 31, 2025, respectively.
(c) Reflects adjustments for incremental amortization expense resulting from the fair value adjustment to intangible assets of $15.8 million and $45.7 million for the three months ended April 3, 2026 and year ended December 31, 2025, respectively.
(d) Reflects an adjustment for lease expense related to the remeasurement of the right-of-use asset of $0.0 million and $0.1 million for the three months ended April 3, 2026 and the year ended December 31, 2025, respectively.
(e) Reflects an adjustment of $26.3 million for transaction expenses incurred by the Company subsequent to April 3, 2026. These costs will not affect the Company's condensed combined statement of income beyond twelve months after the Closing.
(f) Reflects the elimination of Runway Buyer historical interest expense related to indebtedness repaid at close of $4.5 million and $21.1 million for the three months ended April 3, 2026 and the year ended December 31, 2025, respectively.
(g) Reflects adjustment for interest expense of $7.2 million and $28.7 million for the three months ended April 3, 2026 and the year ended December 31, 2025, respectively, for principal amounts borrowed under the Debt Financing. The adjustment to record interest under the Debt Financing reflects an incremental weighted average annual principal balance outstanding of $616.0 million at a weighted average effective interest rate of 4.66%. A 0.125% change to the Financings with variable interest rates would result in a $0.8 million change in income before income taxes annually.
(h) Reflects adjustment for amortization of debt issuance costs of $0.1 million and $0.5 million for the three months ended April 3, 2026 and the year ended December 31, 2025, respectively, for costs incurred in connection with Debt Financing.
(i) Reflects the estimated income tax impact of the pro forma transaction accounting adjustments, including the tax effect of $6.5 million of deductible transaction expenses, using an applicable blended statutory income tax rate of 25.75% for the three months ended April 3, 2026 and the year ended December 31, 2025. The actual tax impact may differ based on the final determination of the deductibility of transaction-related costs and other relevant tax considerations.
(j) Reflects 2.1 million shares related to the Equity Financing.
(k) Reflects the accretion of $5.9 million discount on the milestone payment.
Note 6 – Pro Forma Earnings per Share
The following table summarizes the unaudited pro forma net earnings per common share for the three months ended April 3, 2026 and the year ended December 31, 2025, as if the Transaction had occurred on January 1, 2025:
($ in thousands, except for per share data) |
|
For the three months ended April 3, 2026 |
|
|
For the year ended December 31, 2025 |
|
||
Numerator: |
|
|
|
|
|
|
||
Pro forma net income (loss) |
|
$ |
9,592 |
|
|
$ |
(7,385 |
) |
Denominators: |
|
|
|
|
|
|
||
Historical Company weighted average common shares outstanding - basic |
|
|
40,425 |
|
|
|
36,589 |
|
Additional Shares issued in connection with the Transaction |
|
|
2,143 |
|
|
|
2,143 |
|
Pro forma weighted average common shares outstanding - basic |
|
|
42,568 |
|
|
|
38,732 |
|
Dilutive common share equivalents |
|
|
733 |
|
|
|
— |
|
Pro forma weighted average common shares outstanding - diluted |
|
|
43,301 |
|
|
|
38,732 |
|
Antidilutive potential common shares excluded from above |
|
|
304 |
|
|
|
239 |
|
Earnings per Common Share |
|
|
|
|
|
|
||
Pro forma earnings (loss) per share, basic |
|
$ |
0.23 |
|
|
$ |
(0.19 |
) |
Pro forma earnings (loss) per share, diluted |
|
$ |
0.22 |
|
|
$ |
(0.19 |
) |