8-K
NOVANTA INC (NOVT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2025
NOVANTA INC.
(Exact name of registrant as specified in is charter)
| New Brunswick, Canada | 001-35083 | 98-0110412 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 125 Middlesex Turnpike<br><br>Bedford, Massachusetts | 01730 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 266-5700
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<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common shares, no par value | NOVT | Nasdaq Global Select Market |
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. ☐
Item 2.02 Results of Operations and Financial Condition
As disclosed in the Form 10-K filed on February 25, 2025, effective with the fourth quarter ended December 31, 2024, Novanta Inc. (the “Company”) updated its organizational structure and re-aligned our financial reporting structure under two reportable segments: Automation Enabling Technologies and Medical Solutions. Prior to the reorganization, the Company's historical reportable segments were: Precision Medicine and Manufacturing, Robotics and Automation, and Medical Solutions.
The Company is providing, in Exhibit 99.1 to this Current Report on Form 8-K, unaudited historical reportable segment data for each interim period for the year ended December 31, 2024, and for the fiscal year ended December 31, 2023, recast to reflect the change in reportable segments. Exhibit 99.1 is furnished herewith and is incorporated herein by reference.
The historical financial information presented under the new reportable segment structure does not in any way restate or revise the financial position, results of operations or cash flows of the Company as set forth in any previously reported consolidated balance sheets, consolidated statements of operation or consolidated statements of cash flows of the Company. This information is provided as supplemental financial information that may be of interest to the Company’s shareholders.
The information contained in this Current Report, including Exhibit 99.1, is furnished under this Items 2.02 and 9.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing thereunder or under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Revenue, Gross Profit, Gross Profit Margin, and Operating Income by Reportable Segment - 2023 and 2024. |
| 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: February 25, 2025 | By: | /s/ Robert J. Buckley |
| Robert J. Buckley | ||
| Chief Financial Officer |
EX-99.1
Exhibit 99.1
Revenue, Gross Profit, Gross Profit Margin and Operating Income (Loss) by Reportable Segment
(in thousands of U.S. dollars, except percentages)
(Unaudited)
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2023 | June 30, 2023 | September 29, 2023 | December 31, 2023 | March 29, 2024 | June 28, 2024 | September 27, 2024 | December 31, 2024 | |
| Revenue: | ||||||||
| Automation Enabling Technologies | $128,003 | $131,995 | $121,943 | $117,279 | $117,389 | $116,729 | $128,704 | $127,798 |
| Medical Solutions | 91,123 | 97,469 | 99,560 | 94,290 | 113,527 | 119,135 | 115,701 | 110,262 |
| Total | $219,126 | $229,464 | $221,503 | $211,569 | $230,916 | $235,864 | $244,405 | $238,060 |
| Gross Profit (GAAP): | ||||||||
| Automation Enabling Technologies | $58,407 | $63,270 | $58,888 | $54,233 | $55,502 | $54,995 | $60,562 | $63,916 |
| Medical Solutions | 40,627 | 42,409 | 43,999 | 43,752 | 46,222 | 49,337 | 49,428 | 44,970 |
| Unallocated | (1,406) | (1,556) | (1,296) | (1,430) | (1,308) | (643) | (775) | (661) |
| Total | $97,628 | $104,123 | $101,591 | $96,555 | $100,416 | $103,689 | $109,215 | $108,225 |
| Gross Profit Margin (GAAP): | ||||||||
| Automation Enabling Technologies | 45.6% | 47.9% | 48.3% | 46.2% | 47.3% | 47.1% | 47.1% | 50.0% |
| Medical Solutions | 44.6% | 43.5% | 44.2% | 46.4% | 40.7% | 41.4% | 42.7% | 40.8% |
| Total | 44.6% | 45.4% | 45.9% | 45.6% | 43.5% | 44.0% | 44.7% | 45.5% |
| Operating Expense (GAAP): | ||||||||
| Research and development and engineering | $11,097 | $10,904 | $10,230 | $10,793 | $9,997 | $9,977 | $8,860 | $10,192 |
| Selling, general and administrative | 18,336 | 18,216 | 17,536 | 18,772 | 18,494 | 18,893 | 18,016 | 20,020 |
| Amortization of purchased intangible assets | 3,227 | 3,241 | 3,243 | 3,231 | 2,801 | 2,796 | 2,813 | 2,797 |
| Restructuring, acquisition and related costs | 2,184 | 930 | 3,629 | 2,948 | 279 | 1,810 | 809 | 18 |
| Automation Enabling Technologies | $34,844 | $33,291 | $34,638 | $35,744 | $31,571 | $33,476 | $30,498 | $33,027 |
| Research and development and engineering | $11,954 | $12,659 | $11,991 | $12,836 | $13,266 | $13,901 | $14,519 | $15,424 |
| Selling, general and administrative | 11,761 | 12,809 | 12,325 | 12,332 | 13,622 | 12,815 | 13,774 | 13,587 |
| Amortization of purchased intangible assets | 1,862 | 1,883 | 1,887 | 1,871 | 2,949 | 4,112 | 3,776 | 3,750 |
| Restructuring, acquisition and related costs | 87 | 95 | 280 | 897 | 366 | 361 | 1,037 | 5,166 |
| Medical Solutions | $25,664 | $27,446 | $26,483 | $27,936 | $30,203 | $31,189 | $33,106 | $37,927 |
| Operating Income (Loss) (GAAP): | ||||||||
| Automation Enabling Technologies | $23,564 | $29,979 | $24,249 | $18,489 | $23,930 | $21,519 | $30,063 | $30,891 |
| Medical Solutions | 14,961 | 14,963 | 17,517 | 15,817 | 16,020 | 18,149 | 16,323 | 7,040 |
| Unallocated | (12,213) | (12,744) | (11,457) | (12,629) | (14,342) | (13,953) | (13,831) | (11,225) |
| Total | $26,312 | $32,198 | $30,309 | $21,677 | $25,607 | $25,715 | $32,555 | $26,707 |