Envista Holdings Corp 10-Q for FY2025 Q2
Envista Holdings Corp (NVST)
10-Q
2025-07-31
For: 2025-06-27
View Original
Added on
April 08, 2026
About this 10-Q
Envista Holdings Corp filed this 10-Q on July 31, 2025, covering the quarter ended June 27, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 27, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $682.1M
- up 7.7% from $633.1M a year earlier
- Net income
- $26.4M
- compared with a net loss of $1.15B a year earlier
- Diluted EPS
- $0.16
- compared with -$6.69 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 27, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to | |||||
Commission File Number: 001-39054
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: 714 -817-7000
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | |||||||||||||||
| Non-accelerated Filer | ☐ | Smaller Reporting company | |||||||||||||||
| 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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares of common stock outstanding as of July 25, 2025, was 166,181,720 .
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | ||||||||
| PAGE | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II. OTHER INFORMATION | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ENVISTA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
($ in millions, except share amounts)
| As of | |||||||||||
| June 27, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Trade accounts receivable, less allowance for credit losses of $ | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other long-term assets | |||||||||||
| Goodwill, net | |||||||||||
| Other intangible assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term debt | $ | $ | |||||||||
| Trade accounts payable | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Long-term debt | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Treasury stock at cost; | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See the accompanying Notes to the Condensed Consolidated Financial Statements.
1
ENVISTA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
($ and shares in millions, except per share amounts)
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | |||||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||||||||
| Goodwill and intangible asset impairment | ||||||||||||||||||||||||||||||||
| Operating profit (loss) | ( | ( | ||||||||||||||||||||||||||||||
| Nonoperating (expense) income: | ||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | ( | ||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Income (loss) before income taxes | ( | ( | ||||||||||||||||||||||||||||||
| Income tax expense (benefit) | ( | ( | ||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | ( | ||||||||||||||||||||||||||||
| Earnings (loss) per share: | ||||||||||||||||||||||||||||||||
| Earnings (loss)- basic | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Earnings (loss) - diluted | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Average common stock and common equivalent shares outstanding: | ||||||||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||||||||
See the accompanying Notes to the Condensed Consolidated Financial Statements.
2
ENVISTA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
($ in millions)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Other comprehensive income (loss), net of income taxes: | |||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||||||||
| Pension plan adjustments | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total other comprehensive income (loss), net of income taxes | ( | ( | |||||||||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
See the accompanying Notes to the Condensed Consolidated Financial Statements.
3
ENVISTA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)
($ in millions)
| Six Months Ended June 27, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock-based award activity | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 28, 2025 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock-based award activity | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 27, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 28, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Earnings (Deficit) | Accumulated Other Comprehensive Loss | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock-based award activity | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 29, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock-based award activity | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 28, 2024 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
See the accompanying Notes to the Condensed Consolidated Financial Statements.
4
ENVISTA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
($ in millions)
| Six Months Ended | |||||||||||||||||
| June 27, 2025 | June 28, 2024 | ||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income (loss) | $ | $ | ( | ||||||||||||||
| Noncash items: | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Amortization | |||||||||||||||||
| Allowance for credit losses | |||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||
| Gain on investments in rabbi trust, net | ( | ||||||||||||||||
| Loss on equity investments, net | |||||||||||||||||
| Loss on sale of property, plant and equipment | |||||||||||||||||
| Restructuring charges | |||||||||||||||||
| Goodwill and intangible asset impairments | |||||||||||||||||
| Fixed assets impairments and other charges | |||||||||||||||||
| Non-cash operating lease costs | |||||||||||||||||
| Amortization of debt discount and issuance costs | |||||||||||||||||
| Deferred income taxes | ( | ( | |||||||||||||||
| Change in trade accounts receivable | ( | ||||||||||||||||
| Change in inventories | ( | ( | |||||||||||||||
| Change in trade accounts payable | ( | ( | |||||||||||||||
| Change in prepaid expenses and other assets | ( | ( | |||||||||||||||
| Change in accrued expenses and other liabilities | |||||||||||||||||
| Change in operating lease liabilities | ( | ( | |||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Payments for additions to property, plant and equipment | ( | ( | |||||||||||||||
| Purchases of investments held in rabbi trust | ( | ||||||||||||||||
| Proceeds from sale of investments held in rabbi trust | |||||||||||||||||
| Proceeds from sales of property, plant and equipment | |||||||||||||||||
| All other investing activities, net | ( | ||||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Proceeds from stock option exercises | |||||||||||||||||
| Cash paid for treasury stock | ( | ||||||||||||||||
| Tax withholding payment related to net settlement of equity awards | ( | ( | |||||||||||||||
| Repayment of convertible notes due 2025 | ( | ||||||||||||||||
5
| Proceeds from revolving line of credit | |||||||||||||||||
| All other financing activities | ( | ||||||||||||||||
| Net cash used in financing activities | ( | ( | |||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||||||||
| Net change in cash and cash equivalents | |||||||||||||||||
| Beginning balance of cash and cash equivalents | |||||||||||||||||
| Ending balance of cash and cash equivalents | $ | $ | |||||||||||||||
| Supplemental data: | |||||||||||||||||
| Cash paid for interest | $ | $ | |||||||||||||||
| Cash paid for taxes | $ | $ | |||||||||||||||
| ROU assets obtained in exchange for operating lease obligations | $ | $ | |||||||||||||||
See the accompanying Notes to the Condensed Consolidated Financial Statements.
6
ENVISTA HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1. BUSINESS AND BASIS OF PRESENTATION
Business Overview
The Company provides products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone, as well as to improve the aesthetics of the human smile. The Company is a worldwide provider of a broad range of dental implants, orthodontic appliances, diagnostic solutions, general dental consumable products, equipment and services and is dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity.
The Company operates in two business segments: Specialty Products & Technologies and Equipment & Consumables.
The Company’s Specialty Products & Technologies segment primarily develops, manufactures and markets dental implant systems, including regenerative solutions, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products. The Company’s Equipment & Consumables segment primarily develops, manufactures and markets dental equipment and supplies used in dental offices, including digital imaging systems, software and other visualization/magnification systems; endodontic systems and related consumable products; and restorative materials and instruments, rotary burs, impression materials, bonding agents and cements and infection prevention products.
Basis of Presentation
All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company are included in the financial statements. All significant intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying Condensed Consolidated Financial Statements.
The Condensed Consolidated Financial Statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying Condensed Consolidated Financial Statements contain all adjustments (consisting of only normal recurring adjustments and reclassifications to conform to current year presentation) necessary to present fairly the financial position of the Company as of June 27, 2025 and December 31, 2024, and its results of operations for the three and six month periods ended June 27, 2025 and June 28, 2024 and cash flows for the six month periods ended June 27, 2025 and June 28, 2024. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Consolidated Financial Statements and accompanying notes for the three years ended December 31, 2024, included in the Annual Report on Form 10-K filed by the Company with the SEC on February 13, 2025.
Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.
Accounting Standards Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-04, “Debt– Debt with Conversion and Other Options, (subtopic 470-20).” The update is intended to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20 for (a) convertible debt instruments with cash conversion features and (b) debt instruments that are not currently convertible. ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025. Early adoption is permitted for all entities that have adopted the amendments in Update ASU 2020-06. The Company has not yet completed its assessment of the impact of ASU 2024-04 on the Company’s consolidated financial statements.
7
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, (subtopic 220-40).” The update requires the disclosure of specific information related to certain costs and expenses, including amounts for inventory purchases, employee compensation, and depreciation and amortization included in each relevant expense caption presented on the face of the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company has not yet completed its assessment of the impact of ASU 2024-03 on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. Adoption of the ASU allows for either the prospective or retrospective application of the amendment and is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.
NOTE 2. CREDIT LOSSES
The allowance for credit losses is a valuation account deducted from accounts receivable to present the net amount expected to be collected. Accounts receivable are charged off against the allowance when management believes the uncollectibility of an accounts receivable balance is confirmed.
Management estimates the adequacy of the allowance by using relevant available information, from internal and external sources, relating to past events, current conditions and forecasts. Historical credit loss experience provides the basis for estimation of expected credit losses and is adjusted as necessary using the relevant information available. The allowance for credit losses is measured on a collective basis when similar risk characteristics exist. The Company has identified one portfolio segment based on the following risk characteristics: geographic regions, product lines, default rates and customer specific factors.
The factors used by management in its credit loss analysis are inherently subject to uncertainty. If actual results are not consistent with management’s estimates and assumptions, the allowance for credit losses may be overstated or understated and a charge or credit to net income may be required.
The rollforward of the allowance for credit losses is summarized as follows ($ in millions):
Balance at December 31, 2024 | $ | ||||
| Foreign currency translation | |||||
| Provision for credit losses | |||||
| Write-offs charged against the allowance | ( | ||||
| Recoveries | ( | ||||
Balance at June 27, 2025 | $ | ||||
8
NOTE 3. INVENTORIES
The classes of inventory are summarized as follows ($ in millions):
| June 27, 2025 | December 31, 2024 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw materials | |||||||||||
| Reserve for inventory obsolescence | ( | ( | |||||||||
| Total | $ | $ | |||||||||
NOTE 4. PROPERTY, PLANT AND EQUIPMENT
The classes of property, plant and equipment are summarized as follows ($ in millions):
| June 27, 2025 | December 31, 2024 | ||||||||||
| Land and improvements | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Machinery, equipment and other assets | |||||||||||
| Construction in progress | |||||||||||
| Gross property, plant and equipment | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
NOTE 5. EQUITY SECURITY INVESTMENTS USING THE MEASUREMENT ALTERNATIVE METHOD
The summary below represents the Company’s equity security investments using the measurement alternative method that do not have readily determinable fair values. The Company records these investments at cost, and they are remeasured to fair value upon observable price changes in orderly transactions for the identical or similar investment of the same issuer, or upon impairment. The Company records these investments as Other long-term assets in the Condensed Consolidated Balance Sheets and are summarized as follows ($ in millions):
| June 27, 2025 | December 31, 2024 | ||||||||||
| Equity security investments | $ | $ | |||||||||
The Company records net realized and unrealized gains (losses) for the above security investments in other income (expense), net, in the Condensed Consolidated Statements of Operations. Net unrealized losses are summarized as follows ($ in millions):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Investment Losses | |||||||||||||||||||||||
| Unrealized losses | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | |||||||||||||||||
9
NOTE 6. GOODWILL
The following is a rollforward of the Company’s goodwill by segment ($ in millions):
| Specialty Products & Technologies | Equipment & Consumables | Total | |||||||||||||||||||||||||||||||||
| Gross | Accumulated Impairment Charges | Total | Gross | Accumulated Impairment Charges | Total | Gross | Accumulated Impairment Charges | Total | |||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Foreign currency translation | — | — | — | ||||||||||||||||||||||||||||||||
Balance at June 27, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||
NOTE 7. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities were as follows ($ in millions):
| June 27, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Current | Noncurrent | Current | Noncurrent | ||||||||||||||||||||
| Compensation and benefits | $ | $ | $ | $ | |||||||||||||||||||
| Sales and product allowances | |||||||||||||||||||||||
| Contract liabilities | |||||||||||||||||||||||
| Taxes, income and other | |||||||||||||||||||||||
| Restructuring-employee severance, benefits and other | |||||||||||||||||||||||
| Pension benefits | |||||||||||||||||||||||
| Loss contingencies | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
NOTE 8. HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses cross-currency swap derivative contracts to partially hedge its net investments in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro. The cross-currency swap derivative contracts are agreements to exchange fixed-rate payments in one currency for fixed-rate payments in another currency. On December 23, 2024, the Company extended its existing $150.0 million notional value cross-currency swap derivative contract for an additional three years , which now matures on January 17, 2028. This contract effectively converts a portion of the Company’s U.S. dollar denominated senior term loan facilities to obligations denominated in euros and partially offsets the impact of changes in currency rates on foreign currency denominated net investments.
The Company also has foreign currency denominated debt consisting of a senior euro term loan and euro borrowings under a revolving credit facility. Both the senior euro term loan and the euro borrowings under the revolving credit facility represent a partial hedge of the Company’s net investment in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro and are designated and qualify as non-derivative hedging instruments.
Refer to Note 11 for further discussion of the Company’s debt and credit facilities.
The change in the fair value of the cross-currency swap instrument and the foreign currency translation related to the senior euro term loan and euro borrowings under the revolving credit facility are recorded in accumulated other comprehensive loss in the accompanying Condensed Consolidated Balance Sheets, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated other comprehensive loss as reflected in Note 13.
10
The following table summarizes the notional values and pretax impact of changes in the fair values of instruments designated as net investment hedges in accumulated other comprehensive loss (“OCI”) for the three and six months ended June 27, 2025 and June 28, 2024 ($ in millions):
Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | ||||||||||||||||||||||
| Notional Amount | Loss Recognized in OCI | Notional Amount | Gain Recognized in OCI | ||||||||||||||||||||
| Foreign currency denominated debt | $ | $ | ( | $ | $ | ||||||||||||||||||
| Foreign currency contract | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ||||||||||||||||||
Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | ||||||||||||||||||||||
| Notional Amount | Loss Recognized in OCI | Notional Amount | Gain Recognized in OCI | ||||||||||||||||||||
| Foreign currency denominated debt | $ | $ | ( | $ | $ | ||||||||||||||||||
| Foreign currency contract | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ||||||||||||||||||
The Company did not not
Additionally, the Company uses foreign currency forward and foreign currency call option contracts to hedge its foreign currency risk associated with certain foreign denominated balance sheet transactions. These foreign currency forward and foreign currency call option contracts are not designated as a hedge for accounting purposes and therefore the changes in the fair value of these instruments are recognized immediately in earnings. As of June 27, 2025, the Company had outstanding foreign currency forward contracts with an aggregate notional amount of $467.2 million, which matured in July 2025. The realized and unrealized gain (losses) related to forward contracts or call options partially offset the corresponding gains (losses) related to the underlying foreign denominated balance sheet transactions.
The Company’s derivative instrument, as well as its non-derivative debt instrument designated and qualifying as net investment hedges, were classified in the Company’s Condensed Consolidated Balance Sheets as follows ($ in millions)
| June 27, 2025 | December 31, 2024 | ||||||||||
| Qualifying Net Investment Hedges: | |||||||||||
| Derivative hedging instruments: | |||||||||||
| Other long-term liabilities | $ | $ | |||||||||
| Other long-term assets | $ | $ | |||||||||
| Non-derivative hedging instruments: | |||||||||||
| Long-term debt | $ | $ | |||||||||
| Non - Designated Hedge Derivatives: | |||||||||||
| Accrued expenses and other liabilities, net | $ | $ | |||||||||
Amounts above related to the Company’s hedged derivative assets expected to be reclassified from accumulated other comprehensive loss to net income during the next 12 months are not significant.
11
NOTE 9. FAIR VALUE MEASUREMENTS
Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Company’s assets and liabilities are required to be carried at fair value and provide for certain disclosures related to the valuation methods used within a valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation; and Level 3 inputs are unobservable inputs based on the Company’s assumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
A summary of financial assets and liabilities that are measured at fair value on a recurring basis were as follows ($ in millions):
| Quoted Prices in Active Market (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| June 27, 2025 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Investments in rabbi trust | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Cross-currency swap derivative contract | $ | $ | $ | $ | |||||||||||||||||||
| Other foreign currency derivative contracts, net | $ | $ | $ | $ | |||||||||||||||||||
| Deferred compensation plans | $ | $ | $ | $ | |||||||||||||||||||
December 31, 2024 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cross-currency swap derivative contract | $ | $ | $ | $ | |||||||||||||||||||
| Investments in rabbi trust | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Deferred compensation plans | $ | $ | $ | $ | |||||||||||||||||||
Derivative Instruments
The cross-currency swap and the foreign currency forward contracts are classified as Level 2 in the fair value hierarchy. The cross-currency swap is measured using the income approach with the relevant foreign currency current exchange rates and forward curves as inputs. The foreign currency forward contracts are measured using the spot and forward exchange rates for foreign currencies. Refer to Note 8 for additional information.
Deferred Compensation Plans
Certain management or highly compensated employees of the Company participate in nonqualified deferred compensation programs that permit such employees to defer a portion of their compensation, on a pretax basis. Participants may choose among alternative earning rates for the amounts they defer, which are based on the programs’ investment options. These deferred compensation obligations are classified as Level 2 as inputs are derived principally from, or corroborated by observable market data.
The deferred compensation obligations are funded through a Company established irrevocable rabbi trust, which holds investments that primarily consist of mutual funds and corporate owned life insurance policies. The mutual funds are valued based on quoted market prices and therefore are classified as Level 1. The corporate owned life insurance policies have cash surrender values (which approximate fair value), that derive their values from investments in mutual funds that are managed by an insurance company, are valued using a market approach and therefore are classified within Level 2.
12
Fair Value of Financial Instruments
The carrying amounts and fair values of the Company’s financial instruments were as follows ($ in millions):
| June 27, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Investments in rabbi trust | $ | $ | $ | $ | |||||||||||||||||||
| Cross-currency swap derivative contract | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Cross-currency swap derivative contract | $ | $ | $ | $ | |||||||||||||||||||
| Other foreign currency derivative contracts, net | $ | $ | $ | $ | |||||||||||||||||||
| Convertible senior notes due 2028 | $ | $ | $ | $ | |||||||||||||||||||
| Convertible senior notes due 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Other debt | $ | $ | $ | $ | |||||||||||||||||||
NOTE 10. LITIGATION AND CONTINGENCIES
The Company records accruals for loss contingencies associated with legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated.
For litigation matters that the Company has determined are both probable and can be reasonably estimated, the Company has accrued $30.3 million and $32.4 million as of June 27, 2025 and December 31, 2024, respectively, which are included in accrued liabilities in the Condensed Consolidated Balance Sheets. The Company has accrued for these matters and will continue to monitor each related legal issue and adjust accruals as might be warranted based on new information and further developments in accordance with Accounting Standards Codification (“ASC”) 450-20-25. Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. The ability to make such estimates and judgments can be affected by various factors including, among other things, whether damages sought in the proceedings are unsubstantiated or indeterminate; legal discovery has not commenced or is not complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute; procedural or jurisdictional issues; the uncertainty and unpredictability of the number of potential claims; or there are numerous parties involved. To the extent adverse verdicts have been rendered against the Company, the Company does not record an accrual until a loss is determined to be probable and can be reasonably estimated. In the Company's opinion, based on its examination of these matters, its experience to date and discussions with counsel, the ultimate outcome of legal proceedings, net of liabilities accrued in the Company's Condensed Consolidated Balance Sheets, is not expected to have a material adverse effect on the Company's financial position. However, the resolution of, or increase in accruals for one or more of these matters in any reporting period may have a material adverse effect on the Company’s results of operations and cash flows for that period.
13
NOTE 11. DEBT AND CREDIT FACILITIES
The components of the Company’s debt were as follows, net of debt discount and debt issuance costs ($ in millions):
| June 27, 2025 | December 31, 2024 | ||||||||||
Senior term loan facility due 2028 (the “2028 Term Loan”) | $ | $ | |||||||||
| Senior euro term loan facility due 2028 (the “2028 Euro Term Loan”) | |||||||||||
Convertible senior notes due 2028 (the “2028 Convertible Notes”) | |||||||||||
Convertible senior notes due 2025 (the “2025 Convertible Notes”) | |||||||||||
| Revolving credit facility due 2028 (the “Revolving Credit Facility”) | |||||||||||
| Total debt | |||||||||||
| Less: current portion | ( | ||||||||||
| Long-term debt | $ | $ | |||||||||
Credit Facilities
On August 31, 2023, the Company entered into a second amended and restated credit agreement (the “Second Amended Credit Agreement”), which amends and restates the Company’s credit agreement dated June 15, 2021. Under the Second Amended Credit Agreement, the Company entered into the 2028 Term Loan for $530.0 million and the 2028 Euro Term Loan for €350.0 million (collectively, the “2028 Term Loans”). The Second Amended Credit Agreement also includes a Revolving Credit Facility (together with the 2028 Term Loans, the “Senior Credit Facilities”) with an aggregate available borrowing capacity up to $750.0 million, with a maximum alternative currency sublimit of $675.0 million, and a $30.0 million sublimit for the issuance of standby letters of credit that can be used for working capital and other general corporate purposes. The Company may request further increases to the Revolving Credit Facility by an amount that is the greater of 100 % of Consolidated EBITDA or $525.0 million. During the second quarter ended June 27, 2025, the Company borrowed €100.0 million under this Revolving Credit Facility. There were no outstanding borrowings under this Revolving Credit Facility as of December 31, 2024. The Senior Credit Facilities mature on August 31, 2028, and are subject to an earlier maturity date of 91 days prior to the maturity date of the 2028 Convertible Notes, if more than $250.0 million of such notes are outstanding at that time. The proceeds from the 2028 Term Loans were used to pay outstanding balances of the term loans under our prior credit facility. The Company paid fees aggregating approximately $5.2 million in connection with the Second Amended Credit Agreement. The Company repaid $100.0 million of the 2028 Term Loan during the year ended December 31, 2024.
Under the Senior Credit Facilities, borrowings bear interest as follows: (1) Term SOFR Loans (as defined in the Second Amended Credit Agreement) bear interest at a variable rate on a forward-looking Secured Overnight Financing Rate (“SOFR”) term rate plus 0.10 % credit spread adjustment plus a margin of between 0.910 % and 1.625 %, depending on the Company’s Consolidated Leverage Ratio (as defined in the Second Amended Credit Agreement) as of the last day of the immediately preceding fiscal quarter; and (2) Base Rate Loans (as defined in the Second Amended Credit Agreement) bear interest at a variable rate equal to (a) the highest of (i) the Federal funds rate (as published by the Federal Reserve Bank of New York from time to time) plus 0.50 %, (ii) Bank of America’s “prime rate” as publicly announced from time to time, (iii) the Term SOFR (as defined in the Second Amended Credit Agreement) plus 1.0 % and (iv) 1.0 %, plus a margin of between 0.0 % and 0.625 %, depending on the Company’s Consolidated Leverage Ratio as of the last day of the immediately preceding fiscal quarter. In no event will Term SOFR Loans or Base Rate Loans bear interest at a rate lower than 0.0%. In addition, the Company is required to pay a per annum facility fee of between 0.09 % and 0.225 % depending on the Company’s Consolidated Leverage Ratio as of the last day of the immediately preceding fiscal quarter and based on the aggregate commitments under the revolving credit facility, whether drawn or not.
14
The interest rates for borrowings under the 2028 Term Loan were 5.77 % and 6.08 % as of June 27, 2025 and December 31, 2024, respectively. The interest rates for borrowings under the 2028 Euro Term Loan were 3.56 % and 4.31 % as of June 27, 2025 and December 31, 2024, respectively. The interest rate for the Revolving Credit Facility was 3.09 % as of June 27, 2025. Interest is payable quarterly for the Senior Credit Facilities. The Company is required to maintain a Consolidated Leverage Ratio of 4.00 to 1.00 or less and includes a provision that the maximum Consolidated Leverage Ratio will be increased to 4.50 to 1.00 for the three consecutive full fiscal quarters immediately following the consummation of any acquisition by the Company or any subsidiary of the Company in which the purchase price exceeds $100.0 million. The Company is also required to maintain a Consolidated Interest Coverage Ratio (as defined in the Second Amended Credit Agreement) of at least 3.00 to 1.00. The Company is subject to customary representations, warranties, conditions precedent, events of default, indemnities and affirmative and negative covenants, including covenants that, among other things, limit or restrict the Company’s and/or the Company’s subsidiaries’ ability, subject to certain exceptions and qualifications, to incur liens or indebtedness, merge, consolidate or sell or otherwise transfer assets, make dividends or distributions, enter into transactions with the Company’s affiliates and use proceeds of the debt financing for other than permitted uses. Additionally, upon the occurrence and during the continuance of an event of default, the lenders may declare the outstanding advances and all other obligations immediately due and payable. The Company was in compliance with all of its debt covenants as of June 27, 2025.
2028 Convertible Notes
On August 10, 2023, the Company issued the 2028 Convertible Notes due on August 15, 2028, unless earlier repurchased, redeemed or converted. The aggregate principal amount, which includes the initial purchasers’ exercise in full of their option to purchase an additional $65.2 million principal amount, was $500.2 million. The net proceeds from the issuance, after deducting purchasers’ discounts and estimated offering expenses, were $485.9 million. The Company used a portion of the net proceeds to pay the cash portion of the consideration in the exchange transaction described below under “2025 Convertible Notes.”
The 2028 Convertible Notes accrue interest at a rate of 1.75 % per annum, payable semi-annually in arrears on February 15 and August 15 of each year. The 2028 Convertible Notes have an initial conversion rate of 21.5942 shares of the Company’s common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $46.31 per share of the Company’s common stock and is subject to adjustment upon the occurrence of specified events. The 2028 Convertible Notes are governed by an indenture dated as of August 10, 2023 (the “Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The Indenture does not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness or the issuance or repurchase of the Company’s securities by the Company.
The 2028 Convertible Notes are senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2028 Convertible Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.
Holders of the 2028 Convertible Notes may convert at any time on or after February 15, 2028 until the close of business on the second scheduled trading day immediately before the maturity date. Holders will also have the right to convert prior to February 15, 2028, but only upon the occurrence of specified events. The Company will settle any convertible note conversions through a combination settlement by satisfying the principal amount outstanding with cash and any convertible note conversion value in excess of the principal amount in cash or shares of the Company’s common stock or any combination thereof. If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2028 Convertible Notes for cash at a repurchase price equal to 100 % of the principal amount plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date, the Company would increase the conversion rate for a holder who elects to convert in connection with such an event in certain circumstances. As of June 27, 2025 and December 31, 2024, none of the conditions permitting early conversion by holders had been met, therefore, the 2028 Convertible Notes are classified as long-term debt.
15
The 2028 Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after August 17, 2026 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any 2028 Convertible Note for redemption will constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) with respect to that 2028 Convertible Note, in which case the conversion rate applicable to the conversion will be increased in certain circumstances if it is converted after it is called for redemption.
The 2028 Convertible Notes are accounted for in accordance with ASC 470 “Debt” and ASC 815 “Derivatives and Hedging.” The Company has evaluated all the embedded conversion options contained in the 2028 Convertible Notes to determine if there are embedded features that require bifurcation as a derivative as required by U.S. GAAP. Based on the Company’s analysis, it accounts for the 2028 Convertible Notes as single units of accounting, a liability, because the Company concluded that the conversion features do not require bifurcation as a derivative.
2025 Convertible Notes
On May 21, 2020, the Company issued the 2025 Convertible Notes. The aggregate principal amount, which includes the initial purchasers’ exercise in full of their option to purchase an additional $67.5 million principal amount, was $517.5 million. The net proceeds from the issuance, after deducting purchasers’ discounts and estimated offering expenses, were $502.6 million. The Company used part of the net proceeds to pay for the capped call transactions (“Capped Calls”) as further described below.
The 2025 Convertible Notes accrued interest at a rate of 2.375 % per annum, payable semi-annually in arrears on June 1 and December 1 of each year. The 2025 Convertible Notes had an initial conversion rate of 47.5862 shares of the Company’s common stock per $1,000 principal amount, which was equivalent to an initial conversion price of approximately $21.01 per share of the Company’s common stock and was subject to adjustment upon the occurrence of specified events.
On August 10, 2023, the Company entered into exchange agreements with a limited number of holders of the 2025 Convertible Notes to exchange $401.2 million principal amount of the 2025 Convertible Notes for aggregate consideration which consisted of approximately $403.0 million in cash, which included accrued interest, and approximately 8.4 million shares of the Company’s common stock (the “Notes Exchanges”).
On June 1, 2025, the 2025 Convertible Notes matured and the Company repaid the outstanding principal amount of $116.3 million and accrued interest. Except as noted above in connection with the Notes Exchanges, no shares of common stock were issued to settle the 2025 Convertible Notes.
The following table sets forth total interest expense recognized related to convertible notes ($ in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | |||||||||||||||||||||||||||||
Contractual interest expense: | ||||||||||||||||||||||||||||||||
| 2028 Convertible Notes | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 2025 Convertible Notes | ||||||||||||||||||||||||||||||||
Amortization of debt issuance costs: | ||||||||||||||||||||||||||||||||
| 2028 Convertible Notes | ||||||||||||||||||||||||||||||||
| 2025 Convertible Notes | ||||||||||||||||||||||||||||||||
Total interest expense | $ | $ | $ | $ | ||||||||||||||||||||||||||||
For the three and six months ended June 27, 2025 and June 28, 2024, the debt issuance costs were amortized using an annual effective interest rate of 2.4 % and 3.0 % for the 2028 Convertible Notes and the 2025 Convertible Notes, respectively.
16
As of June 27, 2025, the if-converted value of the 2028 Convertible Notes did not exceed its outstanding principal amount. As of December 31, 2024, the if-converted value of the 2028 Convertible Notes and the 2025 Convertible Notes did not exceed their respective outstanding principal amounts.
Debt Issuance Costs
The remaining unamortized debt issuance costs for debt outstanding were as follows ($ in millions):
| June 27, 2025 | December 31, 2024 | ||||||||||
| 2028 Convertible Notes | $ | $ | |||||||||
| 2025 Convertible Notes | |||||||||||
| 2028 Term Loan | |||||||||||
| 2028 Euro Term Loan | |||||||||||
| $ | $ | ||||||||||
The above unamortized debt issuance costs have been netted against their respective aggregate principal amounts of the related debt and are being amortized to interest expense over the term of the respective debt.
Capped Call Transactions
In connection with the offering of the 2025 Convertible Notes, the Company entered into Capped Calls with certain counterparties. The Capped Calls had an initial strike price of approximately $21.01 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2025 Convertible Notes. The Capped Calls had initial cap prices of $23.79 per share, subject to certain adjustments. The Capped Calls were generally intended to reduce or offset the potential dilution from shares of common stock issued upon any conversion of the 2025 Convertible Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. In connection with the Notes Exchanges on August 10, 2023 as discussed above, the Company completed a partial unwind of the Capped Calls. As of June 27, 2025, the remaining Capped Calls expired in conjunction with the maturity and payoff of the 2025 Convertible Notes on June 1, 2025.
As the Capped Call transactions were considered indexed to the Company's own stock and were considered equity classified, they were recorded in equity and were not accounted for as derivatives. The cost of $20.7 million incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital.
NOTE 12. DEFERRED COMPENSATION PLANS
Certain management or highly compensated employees of the Company participate in nonqualified deferred compensation programs that permit such employees to defer a portion of their compensation, on a pretax basis. The obligations are presented as a component of the Company’s compensation and benefits accrual included in accrued expenses in the accompanying Condensed Consolidated Balance Sheets (refer to Note 7). Participants may choose among alternative earnings rates for the amounts they defer, which are based on the programs’ investment options. Changes in the deferred compensation liability under these programs are recognized based on changes in the fair value of the participants’ accounts. Amounts voluntarily deferred by employees into the Company stock fund and amounts contributed to participant accounts by the Company are deemed invested in the Company’s common stock and future distributions of such contributions will be made solely in shares of Company common stock, and therefore are not reflected in the plan obligations.
17
NOTE 13. ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component are summarized below ($ in millions):
| Foreign Currency Translation Adjustments | Unrealized Pension Costs | Total Accumulated Other Comprehensive Loss | |||||||||||||||||||||
Three Months Ended June 27, 2025 | |||||||||||||||||||||||
Balance, March 28, 2025 | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive income before reclassifications: | |||||||||||||||||||||||
| Increase | |||||||||||||||||||||||
| Income tax impact | |||||||||||||||||||||||
| Other comprehensive income before reclassifications, net of income taxes | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss: | |||||||||||||||||||||||
| Decrease | ( | ( | |||||||||||||||||||||
| Income tax impact | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss, net of income taxes | ( | ( | |||||||||||||||||||||
| Net current period other comprehensive income (loss), net of income taxes | ( | ||||||||||||||||||||||
Balance, June 27, 2025 | $ | ( | $ | $ | ( | ||||||||||||||||||
| Foreign Currency Translation Adjustments | Unrealized Pension Costs | Total Accumulated Other Comprehensive Loss | |||||||||||||||||||||
Three Months Ended June 28, 2024 | |||||||||||||||||||||||
Balance, March 28, 2024 | $ | ( | $ | $ | ( | ||||||||||||||||||
| Other comprehensive loss before reclassifications: | |||||||||||||||||||||||
| Decrease | ( | ( | |||||||||||||||||||||
| Income tax impact | ( | ( | |||||||||||||||||||||
| Other comprehensive loss before reclassifications, net of income taxes | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss: | |||||||||||||||||||||||
| Decrease | ( | ( | |||||||||||||||||||||
| Income tax impact | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss, net of income taxes | ( | ( | |||||||||||||||||||||
| Net current period other comprehensive loss, net of income taxes | ( | ( | ( | ||||||||||||||||||||
Balance, June 28, 2024 | $ | ( | $ | $ | ( | ||||||||||||||||||
18
| Foreign Currency Translation Adjustments | Unrealized Pension Costs | Total Accumulated Other Comprehensive Loss | |||||||||||||||||||||
Six Months Ended June 27, 2025 | |||||||||||||||||||||||
Balance, December 31, 2024 | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive income before reclassifications: | |||||||||||||||||||||||
| Increase | |||||||||||||||||||||||
| Income tax impact | |||||||||||||||||||||||
| Other comprehensive income before reclassifications, net of income taxes | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss: | |||||||||||||||||||||||
| Decrease | ( | ( | |||||||||||||||||||||
| Income tax impact | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss, net of income taxes | ( | ( | |||||||||||||||||||||
| Net current period other comprehensive income (loss), net of income taxes | ( | ||||||||||||||||||||||
Balance, June 27, 2025 | $ | ( | $ | $ | ( | ||||||||||||||||||
| Foreign Currency Translation Adjustments | Unrealized Pension Costs | Total Accumulated Other Comprehensive Loss | |||||||||||||||||||||
Six Months Ended June 28, 2024 | |||||||||||||||||||||||
Balance, December 31, 2023 | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive loss before reclassifications: | |||||||||||||||||||||||
| Decrease | ( | ( | |||||||||||||||||||||
| Income tax impact | ( | ( | |||||||||||||||||||||
| Other comprehensive loss before reclassifications, net of income taxes | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss: | |||||||||||||||||||||||
| Decrease | ( | ( | |||||||||||||||||||||
| Income tax impact | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss, net of income taxes | ( | ( | |||||||||||||||||||||
| Net current period other comprehensive loss, net of income taxes | ( | ( | ( | ||||||||||||||||||||
Balance, June 28, 2024 | $ | ( | $ | $ | ( | ||||||||||||||||||
NOTE 14. REVENUE
The following table presents the Company’s revenues disaggregated by geographical region for the three and six months ended June 27, 2025 and June 28, 2024 ($ in millions). Sales taxes and other usage-based taxes collected from customers are excluded from revenues. The Company has historically defined emerging markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure, including Eastern Europe, the Middle East, Africa, Latin America and Asia (with the exception of Japan and Australia). The Company defines developed markets as all markets of the world that are not emerging markets.
19
| Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | ||||||||||||||||||||||||||||||||||
| Specialty Products & Technologies | Equipment & Consumables | Total | Specialty Products & Technologies | Equipment & Consumables | Total | ||||||||||||||||||||||||||||||
| Geographical region: | |||||||||||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Western Europe | |||||||||||||||||||||||||||||||||||
| Other developed markets | |||||||||||||||||||||||||||||||||||
| Emerging markets | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Six Month Period Ended June 27, 2025 | Six Month Period Ended June 28, 2024 | ||||||||||||||||||||||||||||||||||
| Specialty Products & Technologies | Equipment & Consumables | Total | Specialty Products & Technologies | Equipment & Consumables | Total | ||||||||||||||||||||||||||||||
| Geographical region: | |||||||||||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Western Europe | |||||||||||||||||||||||||||||||||||
| Other developed markets | |||||||||||||||||||||||||||||||||||
| Emerging markets | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Remaining Performance Obligations
ASC 606, Revenue from Contracts with Customers, requires disclosure of remaining performance obligations that represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. Remaining performance obligations include noncancelable purchase orders, unfulfilled obligations, extended warranty and service agreements and do not include revenue from contracts with customers with an original term of one year or less.
With respect to certain clear aligner treatment plans, the Company enters into contracts that involve multiple future performance obligations which include optional additional aligners at no additional charge. The Company’s treatment plans are comprised of the following performance obligations: initial aligner shipment and the subsequent shipments of any optional refinement aligners. For such plans, the Company also considers usage rates, which is the number of times a customer is expected to order additional refinement aligners.
As of June 27, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $161.6 million, including $125.9 million related to clear aligner treatment plans. The Company expects to fulfill the majority of these performance obligations over the next 12 months.
Contract Liabilities
The Company often receives cash payments from customers in advance of the Company’s performance resulting in contract liabilities. These contract liabilities are classified as either current or long-term in the Condensed Consolidated Balance Sheets based on the timing of when the Company expects to recognize revenue. As of June 27, 2025 and December 31, 2024, the contract liabilities were $202.6 million and $166.8 million, respectively, and are included within accrued expenses and other liabilities and other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets. Revenue recognized during the six months ended June 27, 2025 and June 28, 2024 that is included in the contract liability balance at December 31, 2024 and December 31, 2023 was $88.6 million and $71.6 million, respectively.
Significant Customers
20
NOTE 15. RESTRUCTURING ACTIVITIES AND RELATED IMPAIRMENTS
Restructuring Activities
The Company’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to reductions in workforce, the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing the Company’s strategy, pursuant to restructuring programs.
Restructuring related charges recorded by segment were as follows ($ in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | |||||||||||||||||||||||||||||||||||
| Specialty Products & Technologies | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Equipment & Consumables | ||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Restructuring related charges incurred were reflected in the following captions in the accompanying Condensed Consolidated Statements of Operations ($ in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | |||||||||||||||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| SG&A expenses | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
At June 27, 2025 and December 31, 2024, the restructuring liability was $16.1 million and $15.6 million, respectively. The liability as of June 27, 2025 is expected to be paid out during 2025.
NOTE 16. INCOME TAXES
The Company’s effective tax rates of 35.1 % and 36.3 % for the three and six months ended June 27, 2025, respectively, differ from the U.S. federal statutory rate of 21.0% primarily due to a shift in the geographical mix of earnings and the relative impact of a valuation allowance against certain U.S. interest carryforwards. The Company’s effective tax rates of 1.2 % and 0.2 % for the three and six months ended June 28, 2024, respectively, differ from the U.S. federal statutory rate of 21.0% primarily due to the impact of nondeductible impairment charges for goodwill and intangible assets and the impact of a valuation allowance against certain U.S. interest carryforwards.
The Company establishes valuation allowances for its deferred tax assets if it is more likely than not that some or all of its deferred tax assets will not be realized. In assessing whether it is more likely than not that deferred tax assets will be realized, the Company considers all available evidence, both positive and negative, including its recent cumulative earnings experience and expectations of future taxable income of the appropriate character by taxing jurisdiction, tax attribute carryback and carryforward periods, reversal patterns of existing deferred tax liabilities, and prudent and feasible tax planning strategies, however, there can be no assurance that the Company’s deferred tax assets will be fully realized. At June 27, 2025, the Company maintains valuation allowances primarily against certain net operating losses and the portion of its U.S. nondeductible interest expense carryforward that it believes it will more likely than not be unable to realize.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the impact on its consolidated financial statements.
21
NOTE 17. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the applicable income by the weighted average number of shares of common stock outstanding for the applicable period. Diluted earnings per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential shares outstanding during the period using the treasury stock method, except for the 2028 Convertible Notes, which are calculated using the if-converted method. Dilutive potential common shares include employee equity options, non-vested shares and similar instruments granted by the Company and the assumed conversion impact of convertible notes. The Company will settle any convertible note conversions through a combination settlement by satisfying the principal amount outstanding with cash and any convertible note conversion value in excess of the principal amount in cash or shares of the Company’s common stock or any combination thereof. As the Company will settle the principal amount of convertible notes in cash upon conversion, the convertible notes only have an impact on the Company's diluted earnings per share when the average share price of the Company’s common stock exceeds the conversion price, in any applicable period. See the computation of earnings per share below for the dilutive impact of the convertible notes for the three and six months ended June 27, 2025 and June 28, 2024.
The table below presents the computation of basic and diluted earnings per share ($ and shares in millions, except per share amounts):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||||||||||||||||||||
| Weighted-average common shares outstanding used in basic earnings per share | ||||||||||||||||||||||||||||||||||||||||||||
| Incremental common shares from: | ||||||||||||||||||||||||||||||||||||||||||||
| Assumed exercise of dilutive options, vesting of dilutive restricted stock units and performance stock units | ||||||||||||||||||||||||||||||||||||||||||||
Weighted-average common shares outstanding used in diluted earnings per share | ||||||||||||||||||||||||||||||||||||||||||||
| Earnings (loss) per share: | ||||||||||||||||||||||||||||||||||||||||||||
| Earnings (loss) - basic | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||
| Earnings (loss) - diluted | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||
The following table presents the number of outstanding securities not included in the computation of diluted income per share, because their effect was anti-dilutive (in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | |||||||||||||||||||||||||||||||||||
| Stock-based awards | ||||||||||||||||||||||||||||||||||||||
22
NOTE 18. SEGMENT INFORMATION
The Company operates and reports its results in two
On December 31, 2024, the Company adopted ASU 2023-07, “Segment Reporting - Improving Reportable Segment Disclosures” and updated its disclosures to conform to the new segment disclosure requirements. Additionally, prior year disclosures have been modified to conform to the new ASU disclosure presentation requirements.
The Company’s operating segments are also its reportable segments. The Company’s chief operating decision maker (“CODM”) is the chief executive officer. The CODM primarily utilizes segment operating profit or loss as the key indicator in assessing the segment's performance and allocating resources. Operating profit represents total revenues less expenses, excluding corporate and other expenses, nonoperating income (expense), interest expense and income taxes. The expense components used in determining operating profit include the following:
Cost of sales which include the cost of materials, labor, facilities, restructuring costs and other infrastructure used to manufacture the Company’s products, and shipping and handling costs attributable to delivering these products to customers.
SG&A expenses which includes, among other things, the costs of selling, marketing, promotion, advertising and administration (including business technology, facilities, legal, finance, human resources, business development and procurement), restructuring costs, and amortization expense for intangible assets that have been acquired through business combinations.
Research and development (“R&D”) expenses which include project costs specific to new product R&D and product lifecycle management, overhead costs associated with R&D operations, regulatory costs, product registrations and investments that support local market clinical trials for approved indications.
For corporate and other, these expenses represent unallocated corporate costs and other costs, including goodwill and intangible impairment charges. These activities do not meet the criteria for a stand-alone reporting segment under ASC 280 Segment Reporting, thus are not considered in management’s evaluation of reportable segment operating performance.
The identifiable assets by segment are those used in each segment’s operations. Additionally, inter-segment amounts which have been eliminated, are not significant to the below presentation of segment information.
23
Segment related information is shown below ($ in millions):
| Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | ||||||||||||||||||||||||||||||||||
| Specialty Products & Technologies | Equipment & Consumables | Total | Specialty Products & Technologies | Equipment & Consumables | Total | ||||||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||
| Segment operating profit | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Segment operating profit and reconciliation to income (loss) before taxes: | |||||||||||||||||||||||||||||||||||
| Segment operating profit | $ | $ | |||||||||||||||||||||||||||||||||
| Corporate and other | ( | ( | |||||||||||||||||||||||||||||||||
| Nonoperating other income (expense), net | ( | ||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | |||||||||||||||||||||||||||||||||
| Income (loss) before taxes | $ | $ | ( | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Specialty Products & Technologies | $ | $ | |||||||||||||||||||||||||||||||||
| Equipment & Consumables | |||||||||||||||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||||||||
| Capital expenditures, gross | |||||||||||||||||||||||||||||||||||
| Specialty Products & Technologies | $ | $ | |||||||||||||||||||||||||||||||||
| Equipment & Consumables | |||||||||||||||||||||||||||||||||||
| Corporate and other | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||||||||
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| Six Month Period Ended June 27, 2025 | Six Month Period Ended June 28, 2024 | ||||||||||||||||||||||||||||||||||
| Specialty Products & Technologies | Equipment & Consumables | Total | Specialty Products & Technologies | Equipment & Consumables | Total | ||||||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||
| Segment operating profit | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Segment operating profit and reconciliation to income (loss) before taxes: | |||||||||||||||||||||||||||||||||||
| Segment operating profit | $ | $ | |||||||||||||||||||||||||||||||||
| Corporate and other | ( | ( | |||||||||||||||||||||||||||||||||
| Nonoperating other income (expense), net | ( | ||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | |||||||||||||||||||||||||||||||||
| Income (loss) before taxes | $ | $ | ( | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Specialty Products & Technologies | $ | $ | |||||||||||||||||||||||||||||||||
| Equipment & Consumables | |||||||||||||||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||||||||
| Capital expenditures, gross | |||||||||||||||||||||||||||||||||||
| Specialty Products & Technologies | $ | $ | |||||||||||||||||||||||||||||||||
| Equipment & Consumables | |||||||||||||||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||||||||
| Identifiable assets | June 27, 2025 | December 31, 2024 | |||||||||
| Specialty Products & Technologies | $ | $ | |||||||||
| Equipment & Consumables | |||||||||||
| Corporate and other | |||||||||||
| Total | $ | $ | |||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with other information, including our Condensed Consolidated Financial Statements and related notes included in Part I, Item 1, Financial Information, of this Quarterly Report on Form 10-Q, our consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”), and Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q. Unless the context otherwise requires, all references herein to the “Company,” “we,” “us” or “our,” or similar terms, refer to Envista Holdings Corporation and its consolidated subsidiaries.
Certain statements included or incorporated by reference in this Quarterly Report are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; future regulatory approvals and the timing thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Envista intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to, the following: the conditions in the U.S. and global economy, the impact of inflation and increasing interest rates, slower economic growth or recession, international economic, political, legal, compliance and business factors, the markets served by us and the financial markets, the impact of our debt obligations on our operations and liquidity, developments and uncertainties in trade policies and regulations, including tariffs or other impositions on imported goods, contractions or growth rates and cyclicality of markets we serve, risks relating to product manufacturing, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole or limited sources of supply, disruptions relating to war, terrorism, climate change, widespread protests and civil unrest, man-made and natural disasters, public health issues and other events, security breaches or other disruptions of our information technology systems or violations of data privacy laws, security breaches or other disruptions affecting our external information technology contractors, vendors or other service providers, fluctuations in inventory of our distributors and customers, loss of a key distributor, our relationships with and the performance of our channel partners, competition, our ability to develop and successfully market new products and services, our ability to attract, develop and retain our key personnel, the potential for improper conduct by our employees, agents or business partners, our compliance with applicable laws and regulations (including regulations relating to medical devices and the health care industry), the results of our clinical trials and perceptions thereof, penalties associated with any off-label marketing of our products, modifications to our products that require new marketing clearances or authorizations, our ability to effectively address cost reductions and other changes in the health care industry, our ability to successfully identify and consummate appropriate acquisitions and strategic investments, our ability to integrate the businesses we acquire and achieve the anticipated benefits of such acquisitions, contingent liabilities relating to acquisitions, investments and divestitures, our ability to adequately protect our intellectual property, the impact of our restructuring activities on our ability to grow, risks relating to impairment charges for our goodwill and intangible assets, changes in accounting standards and subjective assumptions, estimates and judgments by management, currency exchange rates, changes in tax laws applicable to multinational companies, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, risks relating to product, service or software defects, the impact of regulation on demand for our products and services, and labor matters, and other risks and uncertainties set forth under “Item 1A. Risk Factors” in the 2024 10-K and this Quarterly Report on Form 10-Q.
26
Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Forward-looking statements contained herein speak only as of the date of this Quarterly Report. Except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
BASIS OF PRESENTATION
The accompanying Condensed Consolidated Financial Statements present our historical financial position, results of operations, changes in stockholders’ equity and cash flows in accordance with GAAP.
OVERVIEW
General
We provide products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone, as well as to improve the aesthetics of the human smile. We help our customers deliver the best possible patient care through industry-leading dental consumables, solutions, technologies, and services. With leading brand names, innovative technology and significant market positions, we are a leading worldwide provider of a broad range of solutions to support implant-based tooth replacements, orthodontic treatments, diagnostic solutions, as well as general dental consumables, equipment and services, and are dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity. Our research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 30 countries across North America, Asia, Europe, the Middle East and Latin America.
We operate in two business segments: Specialty Products & Technologies and Equipment & Consumables. Our Specialty Products & Technologies segment develops, manufactures and markets products primarily related to dental implant systems, including regenerative solutions, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products. Our Equipment & Consumables segment develops, manufactures and markets products primarily related to dental equipment and supplies used in dental offices, including digital imaging systems, software and other visualization/magnification systems; endodontic systems and related consumables; and restorative materials and instruments, rotary burs, impression materials, bonding agents and cements and infection prevention products.
For the three and six months ended June 27, 2025, sales derived from customers outside of the United States were 53.6% and 52.6%, respectively, compared to 52.8% for both the three and six months ended June 28, 2024. As a global provider of dental consumables, equipment and services, our operations are affected by worldwide, regional and industry-specific economic and political factors. Given the broad range of dental products, software and services provided and geographies served, we do not use any indices other than general economic trends to predict our overall outlook. Our individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.
As a result of our geographic and product line diversity, we face a variety of opportunities and challenges, including rapid technological development in most of our served markets, the expansion and evolution of opportunities in emerging markets, trends and costs associated with a global labor force, consolidation of our competitors, trade restrictions and tariffs, and increasing regulation. We operate in a highly competitive business environment in most markets, and our long-term growth and profitability will depend in particular on our ability to expand our business in emerging geographies and emerging market segments, identify, consummate and integrate appropriate acquisitions, develop innovative and differentiated new products and services, expand and improve the effectiveness of our sales force, continue to reduce costs and improve operating efficiency and quality and effectively address the demands of an increasingly regulated global environment. We are making significant investments to address the rapid pace of technological change in our served markets and to globalize our manufacturing, research and development and customer-facing resources (particularly in emerging markets and our dental implant business) in order to be responsive to our customers throughout the world and improve the efficiency of our operations.
27
Key Trends and Conditions Affecting Our Results of Operations
General Economic Conditions
In addition to industry-specific factors, we, like other businesses, face challenges related to global economic conditions, including sustained inflation, increases in interest rates, fluctuating foreign currency exchange rates, slower economic growth or recession, trade policies and regulations, customer channel inventory realignment and continuing supply chain disruptions. Dental costs are largely out-of-pocket for the consumer and thus utilization rates can vary significantly depending on economic growth. While many of our products are considered necessary by patients regardless of the economic environment, certain products and services that support discretionary dental procedures may be more susceptible to changes in economic conditions.
Trade Policies and Regulations
Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to certain markets. For example, trade tensions between the U.S. and China have led to increased tariffs and trade restrictions. The U.S. has significantly increased tariffs on products imported from China into the U.S. and implemented new tariffs on imports into the U.S. from other countries, particularly from Canada, Mexico, and the European Union. In response to these proposed tariffs, some foreign countries, including China, have instituted retaliatory tariffs, which impact our products, while other countries have threatened retaliatory tariffs on certain U.S. products. It is difficult to predict what further trade-related actions governments may take, which may include trade restrictions and additional or increased tariffs and export controls imposed on short notice. We expect to largely offset the impact of the existing tariffs with mitigating actions including supply chain adjustments, pricing strategies, and cost management. To the extent that we are unable to offset the tariffs or if the tariffs or our countermeasures negatively impact demand, our business, financial condition, results of operations or cash flows would be adversely affected. Any future tariffs and trade restrictions may also adversely affect our business, financial condition, results of operations or cash flows.
Foreign Currency Exchange Rates
On a period-over-period basis, currency exchange rates positively impacted reported sales by 1.9% and 0.4% for the three and six months ended June 27, 2025, respectively, compared to the comparable periods of 2024, primarily due to the weakening U.S. dollar against major currencies. Any future weakening of the U.S. dollar against major currencies would positively impact our sales and results of operations for the remainder of the year, and any strengthening of the U.S. dollar against major currencies would adversely impact our sales and results of operations for the remainder of the year.
We also hold certain receivables and payables denominated in a currency other than the U.S dollar. Movement in the related foreign currency rates in relation to the U.S. dollar may also impact our results of operations.
Pricing Controls
Certain countries, as well as some private payors, also control the price of health care products, directly or indirectly, through reimbursement, payment, pricing or coverage limitations, tying reimbursement to outcomes or (in the case of governmental entities) compulsory licensing. For example, China has implemented volume-based procurement policies (“VBP”), a series of centralized reforms instituted in China on both a national and regional basis that has resulted in significant price cuts for medical and dental consumables.
Russia-Ukraine Conflict
Russia’s invasion of Ukraine and the global response to this invasion, including sanctions imposed by the U.S. and other countries, could have an adverse impact on our business, including our ability to market and sell products in the affected regions, potentially heightening our risk of cyber security attacks, impacting our ability to enforce our intellectual property rights in Russia, creating disruptions in the global supply chain, and potentially having an adverse impact on the global economy, financial markets, energy markets, currency rates and otherwise. While we are experiencing volatility in sales from this region, Russia’s invasion of Ukraine did not have a material impact on our overall financial position or results of operations as of and for the three and six months ended June 27, 2025 and June 28, 2024.
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Israel-Hamas War and Related Conflict
In response to the attacks in Israel and the related hostilities, we continue to monitor the social, political, and economic environment in Israel and in the region for any impact to our operations. We maintain a production facility in Israel related to our Alpha-Bio Tech Implant brand. While we have experienced some volatility in the region, the Israel-Hamas War and related hostilities have not had a material impact on our business.
Assumptions Related To Aligner Treatment Plans
Our aligner business, included in the Specialty Products & Technologies segment, enters into revenue contracts that involve multiple performance obligations which include optional aligners at no additional charge. Our treatment plans are comprised of the following performance obligations: initial aligner shipment and the subsequent shipments of any optional refinement aligners. For such plans, we also consider usage rates, which is the number of times a customer is expected to order additional refinement aligners. This usage rate is the basis for estimating the amount of transaction price to allocate to future performance obligations.
We continually review and update the usage rate and other related assumptions. Future changes to usage rates and related assumptions may impact the pattern of revenue recognition for future treatment plans. The process of estimating the number of times a clear aligner customer is expected to order additional aligners after the initial aligner shipment requires judgment and evaluation of inputs, including historical usage data in order to predict future usage patterns.
Seasonal Nature of Business
General economic conditions impact our business and financial results, and certain of our businesses experience seasonal and other trends related to the end markets and regions that they serve. For example, sales of capital equipment have historically been stronger in the fourth calendar quarter. However, as a whole, we are not subject to material seasonality.
Non-GAAP Measures
In order to establish period-to-period comparability, we include the non-GAAP measure of core sales in this report. References to the non-GAAP measure of core sales (also referred to as core revenues or sales/revenues from existing businesses) refer to sales calculated according to GAAP, but excluding:
•sales from acquired businesses for one year from the acquisition date;
•sales from discontinued products; and
•the impact of currency translation.
We exclude sales from acquired businesses in order to provide accurate year over year comparisons. Sales from discontinued products includes major brands or major products that we have made the decision to discontinue as part of a portfolio restructuring. Discontinued brands or products consist of those which we (1) are no longer manufacturing, (2) are no longer investing in the research or development of, and (3) expect to discontinue all significant sales of within one year from the decision date to discontinue. The portion of sales attributable to discontinued brands or products is calculated as the net decline of the applicable discontinued brand or product from period-to-period. We exclude sales from discontinued products because discontinued products do not have a continuing contribution to operations and management believes that excluding such items provides investors with a means of evaluating our on-going operations and facilitates comparisons to our peers.
The portion of sales attributable to currency translation is calculated as the difference between:
•the period-to-period change in sales; and
•the period-to-period change in sales after applying current period foreign exchange rates to the prior year period.
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Core sales growth should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies. We believe that reporting the non-GAAP financial measure of core sales growth provides useful information to investors by helping identify underlying growth trends in our on-going business and facilitating comparisons of our sales performance with our performance in prior and future periods and to our peers. We also use core sales growth to measure our operating and financial performance. We exclude the effect of currency translation from core sales because currency translation is not under our control, is subject to volatility and can obscure underlying business trends.
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RESULTS OF OPERATIONS
All comparisons, variances, increases or decreases discussed below are for the three and six months ended June 27, 2025, compared to the three and six months ended June 28, 2024.
| Three Months Ended | ||||||||||||||||||||
| ($ in millions) | June 27, 2025 | June 28, 2024 | % Change | |||||||||||||||||
| Sales | $ | 682.1 | 100.0% | $ | 633.1 | 100.0% | 7.7 | % | ||||||||||||
| Cost of sales | 312.2 | 45.8% | 306.5 | 48.4% | 1.9 | % | ||||||||||||||
| Gross profit | 369.9 | 54.2% | 326.6 | 51.6% | 13.3 | % | ||||||||||||||
| Operating costs: | ||||||||||||||||||||
| Selling, general and administrative (“SG&A”) expenses | 295.3 | 43.3% | 302.5 | 47.8% | (2.4) | % | ||||||||||||||
| Research and development (“R&D”) expenses | 28.3 | 4.1% | 23.6 | 3.7% | 19.9 | % | ||||||||||||||
| Goodwill and intangible asset impairment | — | —% | 1,153.8 | 182.2% | NM | |||||||||||||||
| Operating profit (loss) | 46.3 | 6.8% | (1,153.3) | (182.2)% | (104.0) | % | ||||||||||||||
| Nonoperating (expense) income: | ||||||||||||||||||||
| Other income (expense), net | 2.4 | 0.4% | (1.1) | (0.2)% | NM | |||||||||||||||
| Interest expense, net | (8.0) | (1.2)% | (11.7) | (1.8)% | (31.6) | % | ||||||||||||||
| Income (loss) before income taxes | 40.7 | 6.0% | (1,166.1) | (184.2)% | (103.5) | % | ||||||||||||||
| Income tax expense (benefit) | 14.3 | 2.1% | (14.5) | (2.3)% | NM | |||||||||||||||
| Net income (loss) | $ | 26.4 | 3.9% | $ | (1,151.6) | (181.9)% | (102.3) | % | ||||||||||||
| Effective tax rate | 35.1 | % | 1.2 | % | ||||||||||||||||
| Six Months Ended | ||||||||||||||||||||
| ($ in millions) | June 27, 2025 | June 28, 2024 | % Change | |||||||||||||||||
| Sales | $ | 1,299.0 | 100.0% | $ | 1,256.7 | 100.0% | 3.4 | % | ||||||||||||
| Cost of sales | 593.1 | 45.7% | 573.8 | 45.7% | 3.4 | % | ||||||||||||||
| Gross profit | 705.9 | 54.3% | 682.9 | 54.3% | 3.4 | % | ||||||||||||||
| Operating costs: | ||||||||||||||||||||
| Selling, general and administrative (“SG&A”) expenses | 567.0 | 43.6% | 587.4 | 46.7% | (3.5) | % | ||||||||||||||
| Research and development (“R&D”) expenses | 53.6 | 4.1% | 46.9 | 3.7% | 14.3 | % | ||||||||||||||
| Goodwill and intangible asset impairment | — | —% | 1,153.8 | 91.8% | NM | |||||||||||||||
| Operating profit (loss) | 85.3 | 6.6% | (1,105.2) | (87.9)% | (107.7) | % | ||||||||||||||
| Nonoperating (expense) income: | ||||||||||||||||||||
| Other income (expense), net | 1.7 | 0.1% | (1.0) | (0.1)% | NM | |||||||||||||||
| Interest expense, net | (17.3) | (1.3)% | (24.6) | (2.0)% | (29.7) | % | ||||||||||||||
| Income (loss) before income taxes | 69.7 | 5.4% | (1,130.8) | (90.0)% | (106.2) | % | ||||||||||||||
| Income tax expense (benefit) | 25.3 | 1.9% | (2.8) | (0.2)% | NM | |||||||||||||||
| Net income (loss) | $ | 44.4 | 3.4% | $ | (1,128.0) | (89.8)% | (103.9) | % | ||||||||||||
| Effective tax rate | 36.3 | % | 0.2 | % | ||||||||||||||||
Non-meaningful percentage change related to year-to-year comparisons are designated as NM.
31
GAAP Reconciliation
Sales and Core Sales Growth
% Change Three Month Period Ended June 27, 2025 vs. Comparable 2024 Period | % Change Six Month Period Ended June 27, 2025 vs. Comparable 2024 Period | ||||||||||
| Total sales growth (GAAP) | 7.7 | % | 3.4 | % | |||||||
| Plus the impact of: | |||||||||||
| Acquisition | (0.2) | % | (0.1) | % | |||||||
| Currency exchange rates | (1.9) | % | (0.4) | % | |||||||
| Core sales growth (non-GAAP) | 5.6 | % | 2.9 | % | |||||||
Sales for the three months ended June 27, 2025 increased 7.7% while core sales growth increased by 5.6% as compared to the comparable period in 2024. An increase in sales volume of 4.1% positively impacted sales on a period-over-period basis, coupled with an increase in sales price of 1.5%.
Sales for the six months ended June 27, 2025 increased 3.4% while core sales growth increased by 2.9% as compared to the comparable period in 2024. An increase in sales volume of 1.7% positively impacted sales on a period-over-period basis, coupled with an increase in sales price of 1.2%.
Geographically, sales for both the three and six months ended June 27, 2025 were positively impacted by higher sales from North America and Europe; partially offset by lower demand in China.
COST OF SALES AND GROSS PROFIT MARGIN
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| ($ in millions) | June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | |||||||||||||||||||
| Cost of sales | $ | 312.2 | $ | 306.5 | $ | 593.1 | $ | 573.8 | |||||||||||||||
| Gross profit margin | 54.2 | % | 51.6 | % | 54.3 | % | 54.3 | % | |||||||||||||||
The increase in cost of sales during the three and six months ended June 27, 2025 as compared to the comparable periods in 2024, was driven primarily by higher sales volume, higher costs due to the unfavorable impact of foreign currency exchange rates, partially offset by the absence of impairment related to certain long-lived assets from the comparable prior periods.
Gross margin for the three months ended June 27, 2025 increased 2.6% and gross margin for the six months ended June 27, 2025 remained flat, as compared to the comparable periods in 2024, and was driven primarily by higher sales volume, an increase in sales price, and the absence of impairment related to certain long-lived assets from the comparable prior periods, partially offset by higher costs due to unfavorable impact of foreign currency exchange rates.
OPERATING EXPENSES
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| ($ in millions) | June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | |||||||||||||||||||
| SG&A expenses | $ | 295.3 | $ | 302.5 | $ | 567.0 | $ | 587.4 | |||||||||||||||
| R&D expenses | $ | 28.3 | $ | 23.6 | $ | 53.6 | $ | 46.9 | |||||||||||||||
| Goodwill and intangible asset impairment | $ | — | $ | 1,153.8 | $ | — | $ | 1,153.8 | |||||||||||||||
| SG&A as a % of sales | 43.3 | % | 47.8 | % | 43.6 | % | 46.7 | % | |||||||||||||||
| R&D as a % of sales | 4.1 | % | 3.7 | % | 4.1 | % | 3.7 | % | |||||||||||||||
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The decrease in SG&A expenses as a percentage of sales for the three and six months ended June 27, 2025 as compared to the comparable periods of 2024, was primarily due to lower bad debt, amortization of intangible assets, legal settlement costs, and general and administrative costs; partially offset by higher compensation costs and our continuing investment in our long-term growth initiatives.
R&D expenses as a percentage of sales for the three and six months ended June 27, 2025, increased as compared to the comparable periods in 2024, primarily due to increased R&D activity.
Goodwill and intangible asset impairment for the three and six months ended June 28, 2024 of $1,153.8 million consisted of a $960.5 million goodwill charge and a $193.3 million intangible asset charge. Approximately $707.8 million of the goodwill impairment charge related to our Specialty Products & Technologies segment and $252.7 million related to our Equipment & Consumables segment. The reduction in value was due to adverse macroeconomic factors as a result of weakened global demand, a sustained suppressed stock price, higher cost of capital, and increased raw material, supply chain and service costs, which contributed to reduced revenue forecasts, lower operating margins, and reduced expectations of future cash flows. The intangible asset impairment charges consisted of $101.1 million related to certain indefinite-lived trade names within the Specialty Products & Technologies segment and $92.2 million consisted of certain finite-lived patents and technology and customer relationships within the Equipment & Consumables segment and were primarily due to a reduction in projected cash flows discussed above. There were no goodwill and intangible asset impairment charges recorded for the three or six month periods ended June 27, 2025.
OTHER INCOME (EXPENSE), NET
Other income, net for the three and six months ended June 27, 2025 primarily consists of net gains on investments held in a rabbi trust, while Other expense, net for the three and six months ended June 28, 2024 primarily consists of losses on equity investments.
INTEREST COSTS AND FINANCING
Interest costs were $8.0 million and $11.7 million for the three months ended June 27, 2025 and June 28, 2024, respectively, and $17.3 million and $24.6 million for the six months ended June 27, 2025 and June 28, 2024, respectively. The decrease in interest expense was primarily due to lower debt balances and interest rates.
INCOME TAXES
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Effective tax rate | 35.1 | % | 1.2 | % | 36.3 | % | 0.2 | % | |||||||||||||||
Our effective tax rate of 35.1% and 36.3% for the three and six months ended June 27, 2025 differed from the comparable periods in 2024 primarily due to a shift in the geographical mix of earnings and the impact of nondeductible impairment charges for goodwill and intangible assets in the comparable periods in 2024.
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RESULTS OF OPERATIONS - BUSINESS SEGMENTS
Specialty Products & Technologies
Our Specialty Products & Technologies segment primarily develops, manufactures and markets dental implant systems, including regenerative solutions, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products.
Specialty Products & Technologies Selected Financial Data
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| ($ in millions) | June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | |||||||||||||||||||
| Sales | $ | 445.1 | $ | 415.1 | $ | 845.4 | $ | 823.8 | |||||||||||||||
| Operating profit | $ | 45.3 | $ | 6.0 | $ | 82.9 | $ | 50.2 | |||||||||||||||
| Operating profit as a % of sales | 10.2 | % | 1.4 | % | 9.8 | % | 6.1 | % | |||||||||||||||
Sales and Core Sales Growth
% Change Three Month Period Ended June 27, 2025 vs. Comparable 2024 Period | % Change Six Month Period Ended June 27, 2025 vs. Comparable 2024 Period | ||||||||||
| Total sales growth (GAAP) | 7.2 | % | 2.6 | % | |||||||
| Plus the impact of: | |||||||||||
| Acquisitions | (0.3) | % | (0.2) | % | |||||||
| Currency exchange rates | (2.2) | % | (0.4) | % | |||||||
| Core sales growth (non-GAAP) | 4.7 | % | 2.0 | % | |||||||
Sales
Sales and core sales growth for the three months ended June 27, 2025 increased 7.2% and 4.7%, respectively, compared to the comparable period in 2024, driven primarily by an increase in sales volume of 3.9% on a period-over-period basis, coupled with an increase in sales price of 0.8%. Geographically, sales for the three months ended June 27, 2025 increased primarily due to higher demand from North America, Europe and China.
Sales and core sales growth for the six months ended June 27, 2025 increased 2.6% and 2.0%, respectively, compared to the comparable period in 2024, driven primarily by an increase in sales volume of 1.3% on a period-over-period basis, coupled with an increase in sales price of 0.7%. Geographically, sales for the six months ended June 27, 2025 increased primarily due to higher demand from North America and Europe, partially offset by lower demand in China.
Operating Profit
Operating profit margin was 10.2% for the three months ended June 27, 2025, as compared to an operating profit margin of 1.4% for the comparable period of 2024. Operating profit margin was 9.8% for the six months ended June 27, 2025, as compared to an operating profit margin of 6.1% for the comparable period of 2024. The increase in operating profit margin for the three and six months ended June 27, 2025, was primarily due to higher sales volume and sales price, lower bad debt expense, and the absence of impairment of certain long-lived assets from the comparable prior periods, partially offset by higher costs due to impact of unfavorable foreign exchange rates, and our continuing investment in our long-term growth initiatives.
EQUIPMENT & CONSUMABLES
Our Equipment & Consumables segment primarily develops, manufactures and markets dental equipment and supplies used in dental offices, including digital imaging systems, software and other visualization/magnification systems; endodontic systems and related consumable products; restorative materials and instruments, rotary burs, impression materials, bonding agents and cements and infection prevention products.
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Equipment & Consumables Selected Financial Data
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| ($ in millions) | June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | |||||||||||||||||||
| Sales | $ | 237.0 | $ | 218.0 | $ | 453.6 | $ | 432.9 | |||||||||||||||
| Operating profit | $ | 36.1 | $ | 26.5 | $ | 68.0 | $ | 62.1 | |||||||||||||||
| Operating profit as a % of sales | 15.2 | % | 12.2 | % | 15.0 | % | 14.3 | % | |||||||||||||||
Sales and Core Sales Growth
% Change Three Month Period Ended June 27, 2025 vs. Comparable 2024 Period | % Change Six Month Period Ended June 27, 2025 vs. Comparable 2024 Period | ||||||||||
| Total sales growth (GAAP) | 8.7 | % | 4.8 | % | |||||||
| Plus the impact of: | |||||||||||
| Currency exchange rates | (1.4) | % | (0.3) | % | |||||||
| Core sales growth (non-GAAP) | 7.3 | % | 4.5 | % | |||||||
Sales
Sales and core sales growth for the three months ended June 27, 2025 increased 8.7%, and 7.3%, respectively, compared to the comparable period in 2024, driven primarily by an increase in sales volume of 4.5% on a period-over-period basis, coupled with an increase in sales price of 2.8%. Geographically, the increase in sales for the three months ended June 27, 2025 is primarily due to higher demand from North America and Europe, partially offset by lower demand in China.
Sales and core sales growth for the six months ended June 27, 2025 increased 4.8%, and 4.5%, respectively, compared to the comparable period in 2024, driven primarily by an increase in sales volume of 2.3% on a period-over-period basis, coupled with an increase in sales price of 2.2%. Geographically, the increase in sales for the six months ended June 27, 2025 is primarily due to higher demand from North America, partially offset by lower demand in China.
Operating Profit
Operating profit margin was 15.2% for the three months ended June 27, 2025, as compared to an operating profit margin of 12.2% for the comparable period of 2024. Operating profit margin was 15.0% for the six months ended June 27, 2025, as compared to an operating profit margin of 14.3% for the comparable period of 2024. The increase in operating profit margin for the three and six months ended June 27, 2025 was primarily due to higher sales volume and sales price, and a decrease in amortization of intangibles, partially offset by higher costs due to the impact of unfavorable foreign exchange rates.
LIQUIDITY AND CAPITAL RESOURCES
We assess our liquidity in terms of our ability to generate cash to fund our operating and investing activities. We continue to generate substantial cash from operating activities and believe that our operating cash flow and other sources of liquidity are sufficient to allow us to manage our capital structure on a short-term and long-term basis and continue investing in existing businesses and consummating strategic acquisitions.
35
Following is an overview of our cash flows and liquidity:
Overview of Cash Flows and Liquidity
| Six Months Ended | |||||||||||
| June 27, 2025 | June 28, 2024 | ||||||||||
| Net cash provided by operating activities | $ | 89.0 | $ | 133.4 | |||||||
| Payments for additions to property, plant and equipment | $ | (18.2) | $ | (17.8) | |||||||
| Purchase of investments held in rabbi trust | (1.0) | — | |||||||||
| Proceeds from sale of investments held in rabbi trust | 0.9 | — | |||||||||
| Proceeds from sales of property, plant and equipment | 0.5 | — | |||||||||
| Proceeds from sale of equity investment | — | — | |||||||||
| All other investing activities, net | (8.1) | 1.2 | |||||||||
| Net cash used in investing activities | $ | (25.9) | $ | (16.6) | |||||||
| Proceeds from stock option exercises | $ | 1.5 | $ | 1.9 | |||||||
| Cash paid for treasury stock | (100.3) | — | |||||||||
| Tax withholding payment related to net settlement of equity awards | (4.3) | (3.4) | |||||||||
| Repayment of convertible notes due 2025 | (116.3) | — | |||||||||
| Proceeds from revolving line of credit | 115.4 | — | |||||||||
| All other financing activities | — | (0.8) | |||||||||
| Net cash used in financing activities | $ | (104.0) | $ | (2.3) | |||||||
Operating Activities
Cash flows from operating activities can fluctuate significantly from period-to-period due to working capital needs and the timing of payments for income taxes, restructuring activities, pension funding and other items impacting reported cash flows.
Net cash provided by operating activities was $89.0 million during the six months ended June 27, 2025, as compared to net cash provided by operating activities of $133.4 million for the comparable period of 2024. The decrease in cash provided by operating activities during the six months ended June 27, 2025 is primarily due to timing of cash collections and vendor payments, and higher incentive compensation payments; partially offset by higher net income.
Investing Activities
Cash flows relating to investing activities consist primarily of cash used for capital expenditures and acquisitions. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information technology systems.
Net cash used in investing activities was $25.9 million for the six months ended June 27, 2025, as compared to net cash used in investing activities of $16.6 million for the comparable period in 2024. The increase in net cash used was primarily due to higher spend on certain investing activities.
Financing Activities
Cash flows relating to financing activities consist primarily of cash flows associated with debt borrowings and the issuance of common stock.
Net cash used by financing activities was $104.0 million for the six months ended June 27, 2025 compared to net cash used in financing activities of $2.3 million for the comparable period of 2024. The increase in net cash used was primarily driven by stock repurchases and the repayment of the 2025 Convertible Notes which matured on June 1, 2025, partially offset by the borrowings under the Revolving Credit Facility.
36
For a description of our outstanding debt as of June 27, 2025, refer to Note 11 to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
We intend to satisfy any short-term liquidity needs that are not met through operating cash flow and available cash primarily through our revolving credit facility.
Cash and Cash Requirements
As of June 27, 2025, we held $1,110.6 million of cash and cash equivalents that were held on deposit with financial institutions. Of this amount, $392.0 million was held within the United States and $718.6 million was held outside of the United States. We will continue to have cash requirements to support working capital needs, capital expenditures and acquisitions, pay interest and service debt, pay taxes and any related interest or penalties, fund our restructuring activities as required and support other business needs. We generally intend to use available cash, internally generated funds and our revolving credit facility to meet these cash requirements, but in the event that additional liquidity is required, particularly in connection with acquisitions, we may need to enter into new credit facilities or access the capital markets. We may also access the capital markets from time to time to take advantage of favorable interest rate environments or other market conditions. However, there is no guarantee that we will be able to obtain alternative sources of financing on commercially reasonable terms or at all. See “Item 1A. Risk Factors—Risks Related to Our Business” in our 2024 10-K.
Generally, cash and cash equivalents held in these financial institutions may be withdrawn or redeemed at face value, and therefore minimal credit risk exists with respect to them. Nonetheless, deposits with these financial institutions exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits or similar limits in foreign jurisdictions, to the extent such deposits are even insured in such foreign jurisdictions. While we monitor on a systematic basis the cash and cash equivalent balances in the operating accounts and adjust the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which we deposit our funds fails or is subject to other adverse conditions in the financial or credit markets. To date, we have experienced no loss of principal or lack of access to our invested cash or cash equivalents; however, we can provide no assurance that access to our cash and cash equivalents will not be affected if the financial institutions where we hold our cash and cash equivalents fail.
During the quarter ended June 27, 2025, we borrowed from our Revolving Credit Facility to pay in full the $116.3 million in principal amount outstanding on our 2025 Convertible Notes which matured on June 1, 2025.
While repatriation of some cash held outside the United States may be restricted by local laws, most of our foreign cash could be repatriated to the United States. During the first quarter of 2025, we transferred approximately $320 million in international cash to the United States.
Under the Tax Cut and Jobs Act of 2017 (“TCJA”) and the associated transition tax, in general, repatriation of cash to the United States can be completed with no incremental U.S. tax; however, repatriation of cash could subject us to non-U.S. jurisdictional taxes on distributions. Additionally, we have determined that unremitted foreign earnings are not considered indefinitely reinvested to the extent foreign earnings can be distributed without a significant tax cost. As such, we have recorded foreign withholding tax liabilities related to the future repatriation of such earnings. We continue to indefinitely reinvest all other outside basis differences to the extent reversal would incur a significant tax liability.
On February 5, 2025, our Board of Directors authorized a stock repurchase program, allowing us to purchase up to $250 million of our outstanding common stock through December 31, 2026. Stock repurchases made in connection with this program totaled approximately $81.6 million or 4.8 million shares and $100.4 million or 5.9 million shares during the three and six months ended June 27, 2025, respectively. Refer to Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds” in this Quarterly Report on Form 10-Q for more details. The cash outflows associated with the Company’s stock repurchases are classified in financing activities in the accompanying Condensed Consolidated Statements of Cash Flows.
As of June 27, 2025, we believe we have sufficient sources of liquidity to satisfy our cash needs over the next 12 months and beyond, including our cash needs in the United States.
Contractual Obligations
There were no material changes to our contractual obligations during the three months ended June 27, 2025.
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Off-Balance Sheet Arrangements
There were no material changes to the Company’s off-balance sheet arrangements described in the 2024 10-K that would have a material impact on the Company’s Condensed Consolidated Financial Statements.
Debt Financing Transactions
For a description of our outstanding debt as of June 27, 2025, refer to Note 11 to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
Critical Accounting Estimates
There were no material changes to our critical accounting estimates described in the 2024 10-K that have had a material impact on our Condensed Consolidated Financial Statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk from changes in interest rates, foreign currency exchange rates and commodity prices as well as credit risk, each of which could impact our consolidated financial statements. We generally address our exposure to these risks through our normal operating activities. Please refer to quantitative and qualitative disclosures about market risk in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Qualitative and Quantitative Disclosures About Market Risk,” in our 2024 10-K.
During the six months ended June 27, 2025, we used foreign exchange forward and foreign currency call option contracts to hedge our foreign currency risk associated with certain foreign denominated balance sheet transactions. These foreign currency forward and foreign currency call option contracts are not designated as a hedge for accounting purposes and therefore the changes in the fair value of these instruments are recognized immediately in earnings. As of June 27, 2025, we had outstanding foreign exchange forward contracts with an aggregate notional amount of $467.2 million, which matured in July 2025. Any realized and unrealized gain (losses) related to forward contracts and call options partially offset the corresponding gains (losses) related to the underlying foreign denominated balance sheet transactions.
For additional information on hedging transactions and derivative financial instruments, please refer to Note 8 to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our President and Chief Executive Officer, and Senior Vice President and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, our President and Chief Executive Officer, and Senior Vice President and Chief Financial Officer, have concluded that, as of the end of such period, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 27, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
38
PART II. Other Information
Item 1. Legal Proceedings
There have been no material changes to legal proceedings from our 2024 10-K. For additional information regarding legal proceedings, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legal Proceedings” in our 2024 10-K.
Item 1A. Risk Factors
You should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2024 10-K and in Part II, “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 28, 2025 (“Q1 10-Q”), which could materially affect our business, financial position, or future results of operations. The risks described in our 2024 10-K and Q1 10-Q, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial position, or future results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases of Equity Securities
On February 5, 2025, the Company’s Board of Directors authorized a stock repurchase program, pursuant to which the Company may purchase up to $250 million of its outstanding common stock through December 31, 2026 (the “Repurchase Program”). Under the Repurchase Program, the Company may repurchase its common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions and other considerations and in accordance with applicable federal securities laws and other legal requirements. The Company's repurchases may be executed using open market purchases, unsolicited or solicited privately negotiated transactions, an accelerated stock repurchase program, and/or a trading plan in compliance with Rule 10b5-1 promulgated under the Exchange Act.
The following table presents a summary of share repurchases made during the quarter ended June 27, 2025 (all such share repurchases were made under the Repurchase Program):
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total number of shares purchased as part of publicly announced program | Amount | Approximate dollar value that may yet be purchased under the program | |||||||||||||||||||||||||||
| Beginning Balance at March 29, 2025 | — | $ | — | — | $ | — | $ | 231,140,081 | ||||||||||||||||||||||||
| March 29, 2025 - April 25, 2025 | 2,016,309 | $ | 15.44 | 2,016,309 | $ | 31,135,838 | $ | 200,004,243 | ||||||||||||||||||||||||
| April 26, 2025 - May 23, 2025 | 1,043,306 | $ | 17.60 | 1,043,306 | $ | 18,366,730 | $ | 181,637,513 | ||||||||||||||||||||||||
| May 24, 2025 - June 27, 2025 | 1,721,819 | $ | 18.63 | 1,721,819 | $ | 32,084,356 | $ | 149,553,157 | ||||||||||||||||||||||||
| Total | 4,781,434 | 4,781,434 | $ | 81,586,924 | $ | 149,553,157 | ||||||||||||||||||||||||||
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(c) During the quarter ended June 27, 2025, none of the Company’s directors or officers adopted terminated
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Item 6. Exhibits
EXHIBIT INDEX
| Exhibit Number | Description | ||||
| 3.1 | |||||
| 3.2 | |||||
| 3.3 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
40
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.
| ENVISTA HOLDINGS CORPORATION | ||||||||
Date: July 31, 2025 | By: | /s/ Faez Kaabi | ||||||
| Faez Kaabi | ||||||||
| Vice President and Chief Accounting Officer | ||||||||
41
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul Keel, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Envista Holdings Corporation; | |||||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||||
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||||||||
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||||||||
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||||||||
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | ||||||||
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |||||||
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||||||||
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | ||||||||
| Date: July 31, 2025 | ||||||||
| /s/ Paul Keel | ||||||||
| Paul Keel | ||||||||
| President and Chief Executive Officer | ||||||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Eric Hammes, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Envista Holdings Corporation; | |||||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||||
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||||||||
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||||||||
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||||||||
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | ||||||||
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |||||||
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||||||||
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | ||||||||
| Date: July 31, 2025 | ||||||||
| /s/ Eric Hammes | ||||||||
| Eric Hammes | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
Exhibit 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
| I, Paul Keel, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Envista Holdings Corporation for the period ended June 27, 2025, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Envista Holdings Corporation as of and for the periods presented in the Report. | ||||||||||||||
| Date: July 31, 2025 | ||||||||||||||
| /s/ Paul Keel | ||||||||||||||
| Paul Keel | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
| I, Eric Hammes, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Envista Holdings Corporation for the period ended June 27, 2025, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Envista Holdings Corporation as of and for the periods presented in the Report. | ||||||||||||||
| Date: July 31, 2025 | ||||||||||||||
| /s/ Eric Hammes | ||||||||||||||
| Eric Hammes | ||||||||||||||
| Senior Vice President and Chief Financial Officer | ||||||||||||||