NOVANTA INC
For the period ended Jun 27, 2025. Filed Aug 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 27, 2025 · Filed Aug 5, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-28; filed 2025-05-06.
0000950170-25-064018
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-06-27; filed 2025-08-05.
0000950170-25-102475
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 113 previous paragraphs and 133 current paragraphs.
70 unchanged; 35 reworded; 22 added; 7 removed; 1 previous and 6 current paragraphs rearranged.
Tables are not compared: 7 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
Fourth Amended and Restated Credit Agreement
Current report
On June 27, 2025, we entered into the Fourth Amended and Restated Credit Agreement. The Fourth Amended and Restated Credit Agreement amends and restates, in its entirety, the Third Amended and Restated Credit Agreement dated as of December 31, 2019 (the “Third Agreement”). The Fourth Amended and Restated Credit Agreement provides for an aggregate credit facility of approximately $1.0 billion, comprised of a €65.3 million euro-denominated 5-year term loan facility (the “Euro Term Loans”), a $75.0 million U.S. dollar denominated 5-year term loan facility (the “U.S. Term Loans”), and an $850.0 million 5-year revolving credit facility (the “Revolving Facility”, and together with the Euro Term Loans and the U.S. Term Loans, collectively, the “Senior Credit Facilities”). The Senior Credit Facilities mature in June 2030 and include an uncommitted “accordion” feature pursuant to which the commitments thereunder may be increased by an additional $350.0 million in aggregate, subject to the satisfaction of certain customary conditions.
Current report
Total revenue of $241.0 million for the three months ended June 27, 2025 increased $5.2 million, or 2.2%, from the prior year period primarily due to revenue from our current year acquisition and an increase in revenue in the Automation Enabling Technologies segment, partially offset by a decrease in revenue in the remaining portions of the Medical Solutions segment. The net effect of our acquisition resulted in an increase in revenue of $5.3 million, or 2.3%. In addition, foreign currency exchange rates favorably impacted our revenue by $4.8 million, or 2.0%, for the three months ended June 27, 2025.
Current report
Total revenue of $474.4 million for the six months ended June 27, 2025 increased $7.6 million, or 1.6%, from the prior year period, primarily due to revenue from our current year acquisition and an increase in revenue in the Automation Enabling Technologies segment, partially offset by a decrease in revenue in the remaining portions of the Medical Solutions segment. The net effect of our acquisition resulted in an increase in revenue of $5.3 million, or 1.1%. In addition, foreign currency exchange rates favorably impacted our revenue by $3.3 million, or 0.7%, for the six months ended June 27, 2025.
Current report
Operating income of $47.3 million for the six months ended June 27, 2025 decreased $4.0 million, or 7.8%, from the prior year period. This decrease was attributable to an increase in restructuring, acquisition and related costs of $5.3 million, an increase in selling, general and administrative expenses of $4.4 million, and an increase in research and development and engineering expenses of $1.6 million, partially offset by an increase in gross profit of $7.0 million.
Current report
Medical Solutions segment revenue for the six months ended June 27, 2025 decreased $3.1 million, or 1.3%, versus the prior year period, primarily due to a decrease in sales of precision medicine products, partially offset by net impact of $5.3 million of revenue contributions from the current year acquisition and an increase in sales of advanced surgery products.
Current report
Automation Enabling Technologies segment gross profit for the six months ended June 27, 2025 increased $7.1 million, or 6.4%, versus the prior year period, primarily due to an increase in both revenue and gross profit margin. Automation Enabling Technologies segment gross profit margin was 48.0% for the six months ended June 27, 2025, versus a gross profit margin of 47.2% for the prior year period. The increase in gross profit margin was primarily attributable to a favorable product mix, partially offset by higher tariff costs.
Current report
Medical Solutions segment gross profit for the three months ended June 27, 2025 increased $0.2 million, or 0.4%, versus the prior year period, primarily due to an increase in both revenue and gross profit margin. Medical Solutions segment gross profit margin was 41.5% for the three months ended June 27, 2025, versus a gross profit margin of 41.4% for the prior year period. The increase in gross profit margin was primarily due to a prior year one-time inventory related charge associated with a product line closure, which resulted in a 2.1 percentage point reduction in prior year gross profit margin, partially offset by an unfavorable product mix.
Current report
R&D expenses were $48.5 million, or 10.2% of revenue, during the six months ended June 27, 2025, versus $47.0 million, or 10.1% of revenue, during the prior year period.
Current report
We recorded restructuring, acquisition, and related costs of $12.6 million during the three months ended June 27, 2025, versus $2.5 million during the prior year period. The increase in restructuring, acquisition and related costs was primarily due to expenses related to the 2025 restructuring program, and an increase in acquisition and related expenses related to our current year acquisition.
Current report
Automation Enabling Technologies segment operating income was $26.9 million, or 22.1% of revenue, during the three months ended June 27, 2025, versus $21.5 million, or 18.4% of revenue, during the prior year period. The increase in operating income was primarily due to an increase in gross profit of $3.2 million, a decrease in R&D expenses of $0.7 million, and a decrease in SG&A expenses of $0.6 million.
Current report
Automation Enabling Technologies segment operating income was $58.4 million, or 23.8% of revenue, during the six months ended June 27, 2025, versus $45.4 million, or 19.4% of revenue, during the prior year period. The increase in operating income was primarily due to an increase in gross profit of $7.1 million, a decrease in restructuring, acquisition and related costs of $3.8 million, a decrease in R&D expenses of $1.3 million and a decrease in amortization expenses of $0.8 million.
Current report
Medical Solutions segment operating income was $6.6 million, or 5.5% of revenue, during the three months ended June 27, 2025, versus $18.1 million, or 15.2% of revenue, during the prior year period. The decrease in operating income was primarily due to an increase in restructuring, acquisition and related costs of $6.8 million, an increase in SG&A expenses of $2.2 million, and an increase of R&D expenses of $2.3 million.
Current report
Medical Solutions segment operating income was $20.7 million, or 9.0% of revenue, during the six months ended June 27, 2025, versus $34.2 million, or 14.7% of revenue, during the prior year period. The decrease in operating income was primarily due to an increase in restructuring, acquisition and related costs of $6.5 million, an increase in SG&A expenses of $3.4 million, an increase in R&D expenses of $3.0 million, and an increase in amortization expenses of $0.6 million.
Current report
These costs for the six months ended June 27, 2025 increased $3.4 million versus the prior year period. The increase in operating loss was primarily due to an increase in restructuring, acquisition and related charges of $2.6 million, and an increase in SG&A expenses of $0.9 million.
Current report
Foreign exchange transaction gains (losses) were $(2.7) million for the three months ended June 27, 2025 versus $(0.3) million for the prior year period. The increase in net foreign exchange transaction losses was primarily due to changes in the value of the U.S. Dollar against the British Pound and Euro, and realized losses on foreign currency contracts.
Current report
Foreign exchange transaction gains (losses) were $(3.1) million for the six months ended June 27, 2025 and $(0.6) million for the prior year period. The increase in net foreign exchange transaction losses was primarily due to changes in the value of the U.S. Dollar against the British Pound and Euro, and realized losses on foreign currency contracts.
Current report
Our effective tax rate for the three months ended June 27, 2025 was 22.3%, versus 19.7% for the prior year period. Our effective tax rate of 22.3% for the three months ended June 27, 2025 differs from the Canadian statutory tax rate of 29.0% primarily due to the mix of income earned in jurisdictions with varying tax rates, estimated U.S. tax benefits for Foreign Derived Intangible Income (“FDII”) and R&D tax credits, and U.K. patent box deductions; partially offset by various non-deductible transaction-related and compensation expenses and uncertain tax position accruals.
Current report
Our effective tax rate for the six months ended June 27, 2025 was 20.2%, versus 16.5% for the prior year period. Our effective tax rate of 20.2% for the six months ended June 27, 2025 differs from the Canadian statutory tax rate of 29.0% primarily due to the mix of income earned in jurisdictions with varying tax rates, estimated U.S. tax benefits for Foreign Derived Intangible Income (“FDII”) and R&D tax credits, and U.K. patent box deductions; partially offset by various non-deductible transaction-related and compensation expenses and uncertain tax position accruals.
Current report
On July 4, 2025, the U.S. enacted H.R.1 - One Big Beautiful Bill Act (the “Act”). The Act contains numerous income tax provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and modifications to the international tax framework. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements.
Current report
On June 27, 2025, we entered into the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), consisting of a €65.3 million euro-denominated 5-year term loan facility (the “Euro Term Loans”, a $75.0 million U.S. Dollar denominated 5-year term loan facility (the “U.S. Term Loans”), and an $850.0 million 5-year revolving credit facility (the “Revolving Facility”, and together with the Euro Term Loans and the U.S. Term Loans, collectively, the “Senior Credit Facilities”). The Senior Credit Facilities mature in June 2030 and include an uncommitted “accordion” feature pursuant to which the commitments thereunder may be increased by an additional $350.0 million in aggregate, subject to the satisfaction of certain customary conditions.
Current report
Cash provided by operating activities was $46.8 million for the six months ended June 27, 2025, versus $73.9 million for the prior year period. Cash provided by operating activities for the six months ended June 27, 2025 decreased from the prior year period primarily as a result of an increase in inventory and higher cash paid for income taxes.
Removed paragraphs (7)
Previous report
Total revenue of $233.4 million for the three months ended March 28, 2025 increased $2.5 million, or 1.1%, from the prior year period. Foreign currency exchange rates unfavorably impacted our revenue by $1.5 million, or 0.6%, for the three months ended March 28, 2025.
Previous report
Automation Enabling Technologies segment operating income was $31.5 million, or 25.6% of revenue, during the three months ended March 28, 2025, versus $23.9 million, or 20.4% of revenue, during the prior year period. The increase in operating income was primarily due to an increase in gross profit of $3.9 million and a decrease in restructuring, acquisition and related charges of $3.4 million.
Previous report
Medical Solutions segment operating income was $14.0 million, or 12.7% of revenue, during the three months ended March 28, 2025, versus $16.0 million, or 14.1% of revenue, during the prior year period. The decrease in operating income was primarily due to an increase in SG&A expenses of $1.1 million and an increase in R&D expenses of $0.7 million.
Previous report
On March 27, 2020, we entered into an amendment (the “First Amendment”) to the Credit Agreement and exercised a portion of the uncommitted accordion option. The First Amendment increased the revolving credit facility commitment under the Credit Agreement by $145.0 million, from $350.0 million to $495.0 million, and reset the uncommitted accordion option to $200.0 million for potential future expansion.
Previous report
On October 5, 2021, we entered into an amendment (the “Fourth Amendment”) to the Credit Agreement to exercise the accordion option. The Fourth Amendment increased the revolving credit facility commitment under the Credit Agreement by $200.0 million, from $495.0 million to $695.0 million, and reset the uncommitted accordion option to $200.0 million for potential future expansion.
Previous report
On March 10, 2022, we entered into an amendment (the “Fifth Amendment”) to the Credit Agreement to extend the maturity date thereof from December 31, 2024 to March 10, 2027, update the pricing grid, replace LIBOR with SOFR as the reference rate for U.S. dollar borrowings, and increase the uncommitted accordion option from $200 million to $350 million.
Previous report
Cash provided by operating activities was $31.7 million for the three months ended March 28, 2025, versus $32.8 million for the prior year period.
Reworded paragraphs (35)
Previous wording
For the three months ended March 28, 2025, the medical market accounted for approximately 55% of our revenue. Revenue from our products sold to the medical market is generally affected by hospital, life science, and other healthcare provider capital spending, growth rates of surgical procedures, changes in regulatory requirements and laws, demand level for life science automation technology, aggregation of purchasing by healthcare networks, changes in technology requirements, timing of OEM customers’ product development and new product launches, changes in customer or patient preferences, and general demographic trends.
Current wording
For the six months ended June 27, 2025, the medical market accounted for approximately 54% of our revenue. Revenue from our products sold to the medical market is generally affected by hospital, life science, and other healthcare provider capital spending, growth rates of surgical procedures, changes in regulatory requirements and laws, demand level for life science automation technology, aggregation of purchasing by healthcare networks, changes in technology requirements, timing of OEM customers’ product development and new product launches, changes in customer or patient preferences, and general demographic trends.
Previous wording
For the three months ended March 28, 2025, the advanced industrial market accounted for approximately 45% of our revenue. Revenue from our products sold to the advanced industrial market is affected by a number of factors, including changing technology requirements and preferences of our customers, productivity or quality investments in a manufacturing environment, the financial conditions of our customers, changes in regulatory requirements and laws, and general economic conditions. We believe that the PMI on manufacturing activities specific to different regions around the world may provide an indication of the impact of general economic conditions on our sales into the advanced industrial market.
Current wording
For the six months ended June 27, 2025, the advanced industrial market accounted for approximately 46% of our revenue. Revenue from our products sold to the advanced industrial market is affected by a number of factors, including changing technology requirements and preferences of our customers, productivity or quality investments in a manufacturing environment, the financial conditions of our customers, changes in regulatory requirements and laws, and general economic conditions. We believe that the PMI on manufacturing activities specific to different regions around the world may provide an indication of the impact of general economic conditions on our sales into the advanced industrial market.
Previous wording
On April 8, 2025, the Company acquired 100% the outstanding stock of Keonn Technologies, S.L. (“Keonn”), a Barcelona, Spain-based leader in Radio-Frequency Identification (“RFID”) solutions for an initial cash payment of €60.6 million ($66.4 million), subject to customary closing and net working capital adjustments. The purchase includes up to €20.0 million ($21.9 million) in contingent consideration payable upon the achievement of certain revenue targets through December 2027. In addition, the Company has granted equity totaling €9.0 million ($9.9 million) to Keonn employees.
Current wording
On April 8, 2025, we acquired 100% of the outstanding stock of Keonn Technologies, S.L. (“Keonn”), a Barcelona, Spain-based leader in Radio-Frequency Identification (“RFID”) solutions for an initial purchase price of €65.1 million ($71.4 million), net of cash acquired, including €4.1 million ($4.5 million) estimated fair value of contingent consideration and €3.4 million ($3.7 million) related to a purchase price holdback and customary closing and net working capital adjustments. The purchase includes up to €20.0 million ($21.9 million) in contingent consideration payable upon the achievement of certain revenue targets through December 2027. In addition, we have granted equity totaling €9.0 million ($9.9 million) to Keonn employees. Keonn is included in the Medical Solutions segment.
Previous wording
Economic tensions and changes in trade policies, such as higher tariffs, retaliatory measures, renegotiated free trade agreements, changes in government funding, and the ongoing impact from prolonged inflationary pressures could impact the global market for our products and the cost to manufacture.
Current wording
Economic tensions and changes in trade policies, such as higher tariffs, retaliatory measures, renegotiated free trade agreements, changes in government funding, and the ongoing impact from prolonged inflationary pressures have impacted the global market for our products and the cost to manufacture.
Previous wording
Results of Operations for the Three Months Ended March 28, 2025 Compared with the Three Months Ended March 29, 2024
Current wording
Results of Operations for the Three and Six Months Ended June 27, 2025 Compared with the Three and Six Months Ended June 28, 2024
Previous wording
Operating income of $32.4 million for the three months ended March 28, 2025 increased $6.8 million, or 26.6%, from the prior year period. This increase was attributable to an increase in gross profit of $4.0 million and a decrease in restructuring, acquisition and related charges of $4.7 million, partially offset by an increase in selling, general and administrative expenses of $2.1 million.
Current wording
Operating income of $14.9 million for the three months ended June 27, 2025 decreased $10.8 million, or 42.0%, from the prior year period. This decrease was attributable to an increase in restructuring, acquisition and related costs of $10.0 million, an increase in selling, general and administrative expenses of $2.3 million, and an increase in research and development and engineering expenses of $1.6 million, partially offset by an increase in gross profit of $3.1 million.
Previous wording
Basic earnings per common share (“Basic EPS”) of $0.59 for the three months ended March 28, 2025 increased $0.18 from the prior year period. Diluted earnings per common share (“Diluted EPS”) of $0.59 for the three months ended March 28, 2025 increased $0.18 from the prior year period. The increases were primarily due to an increase in operating income and a decrease in interest expense, partially offset by an increase in income tax provision.
Current wording
Basic earnings per common share (“Basic EPS”) of $0.71 for the six months ended June 27, 2025 decreased $0.08 from the prior year period. Diluted earnings per common share (“Diluted EPS”) of $0.71 for the six months ended June 27, 2025 decreased $0.08 from the prior year period. The decreases were primarily due to a decrease in operating income and an increase in foreign exchange transaction losses, partially offset by a decrease in interest expense.
Previous wording
Automation Enabling Technologies segment revenue for the three months ended March 28, 2025 increased $5.8 million, or 4.9%, versus the prior year period, primarily due to increased demand in robotics and automation products, partially offset by a decrease in demand in precision manufacturing products.
Current wording
Automation Enabling Technologies segment revenue for the three months ended June 27, 2025 increased $4.9 million, or 4.2%, versus the prior year period, primarily due to increased demand in robotics and automation products, partially offset by a decrease in demand in precision manufacturing products.
Previous wording
Medical Solutions segment revenue for the three months ended March 28, 2025 decreased $3.3 million, or 2.9%, versus the prior year period, primarily due to a decrease in sales of precision medicine products, partially offset by an increase in sales of advanced surgery products.
Current wording
Medical Solutions segment revenue for the three months ended June 27, 2025 increased $0.2 million, or 0.2%, versus the prior year period, primarily due to the net impact of $5.3 million revenue contributions from the current year acquisition, and an increase in sales of advanced surgery products, partially offset by a decrease in sales of precision medicine products.
Previous wording
Automation Enabling Technologies segment gross profit for the three months ended March 28, 2025 increased $3.9 million, or 7.0%, versus the prior year period, primarily due to an increase in both revenue and gross profit margin. Automation Enabling Technologies segment gross profit margin was 48.2% for the three months ended March 28, 2025, versus a gross profit margin of 47.3% for the prior year period. The increase in gross profit margin was primarily attributable to product mix.
Current wording
Automation Enabling Technologies segment gross profit for the three months ended June 27, 2025 increased $3.2 million, or 5.8%, versus the prior year period, primarily due to an increase in both revenue and gross profit margin. Automation Enabling Technologies segment gross profit margin was 47.8% for the three months ended June 27, 2025, versus a gross profit margin of 47.1% for the prior year period. The increase in gross profit margin was primarily attributable to a favorable product mix, partially offset by higher tariff costs.
Previous wording
Medical Solutions segment gross profit for the three months ended March 28, 2025 decreased $0.3 million, or 0.6%, versus the prior year period, primarily due to a decrease in revenue. Medical Solutions segment gross profit margin was 41.7% for the three months ended March 28, 2025, versus a gross profit margin of 40.7% for the prior year period. The increase in gross profit margin is primarily due to a one-time inventory fair value adjustment associated with a prior year acquisition, partially offset by product mix.
Current wording
Medical Solutions segment gross profit for the six months ended June 27, 2025 decreased $0.1 million, or 0.1%, versus the prior year period, primarily due to a decrease in revenue, partially offset by an increase in gross profit margin. Medical Solutions segment gross profit margin was 41.6% for the six months ended June 27, 2025, versus a gross profit margin of 41.1% for the prior year period. The increase in gross profit margin was primarily due to a prior year one-time inventory related charge associated with a product line closure, and a prior year amortization of inventory fair value adjustment associated with our 2024 acquisition, partially offset by unfavorable product mix.
Previous wording
Research and Development and Engineering (“R&D”) expenses are primarily comprised of employee compensation related expenses and cost of materials for R&D projects. R&D expenses were $23.2 million, or 10.0% of revenue, during the three months ended March 28, 2025, versus $23.2 million, or 10.1% of revenue, during the prior year period.
Current wording
Research and Development and Engineering (“R&D”) expenses are primarily comprised of employee compensation related expenses and cost of materials for R&D projects. R&D expenses were $25.3 million, or 10.5% of revenue, during the three months ended June 27, 2025, versus $23.7 million, or 10.1% of revenue, during the prior year period.
Previous wording
Selling, general and administrative (“SG&A”) expenses include costs for sales and marketing, sales administration, finance, human resources, legal, information systems, and executive management functions. SG&A expenses were $45.6 million, or 19.5% of revenue, during the three months ended March 28, 2025, versus $43.5 million, or 18.9% of revenue, during the prior year period. The increase in SG&A expenses, both in total dollars and as a percentage of revenue, was primarily driven by higher outside service spending and employee compensation.
Current wording
Selling, general and administrative (“SG&A”) expenses include costs for sales and marketing, sales administration, finance, human resources, legal, information systems, and executive management functions. SG&A expenses were $47.1 million, or 19.5% of revenue, during the three months ended June 27, 2025, versus $44.8 million, or 19.0% of revenue, during the prior year period. The increase in SG&A expenses, both in total dollars and as a percentage of revenue, was primarily driven by costs associated with planning and design phase of our enterprise resource planning (“ERP”) system implementation.
Previous wording
Amortization of purchased intangible assets, excluding amortization of developed technologies which is included in cost of revenue, was $5.6 million, or 2.4% of revenue, during the three months ended March 28, 2025, versus $5.8 million, or 2.5% of revenue, during the prior year period.
Current wording
Amortization of purchased intangible assets, excluding amortization of developed technologies which is included in cost of revenue, was $6.9 million, or 2.9% of revenue, during the three months ended June 27, 2025, versus $6.9 million, or 2.9% of revenue, during the prior year period.
Previous wording
We recorded restructuring, acquisition, and related costs of $(2.5) million during the three months ended March 28, 2025, versus $2.3 million during the prior year period. The decrease in restructuring, acquisition and related costs was primarily due to a gain on the sale of an owned facility.
Current wording
We recorded restructuring, acquisition, and related costs of $10.1 million during the six months ended June 27, 2025, versus $4.8 million during the prior year period. The increase in restructuring, acquisition and related costs was primarily due expenses related to the 2025 restructuring program, and an increase in acquisition and related expenses related to our current year acquisition, partially offset by a gain on the sale of an owned facility.
Previous wording
Unallocated costs primarily represent costs of corporate and shared services functions that are not allocated to the operating segments, including certain restructuring and most acquisition costs. These costs for the three months ended March 28, 2025 decreased $1.2 million versus the prior year period. The decrease in operating loss was primarily due to a decrease in acquisition and related charges of $1.0 million.
Current wording
Unallocated costs primarily represent costs of corporate and shared services functions that are not allocated to the operating segments, including certain restructuring and most acquisition costs. These costs for the three months ended June 27, 2025 increased $4.6 million versus the prior year period. The increase in operating loss was primarily due to an increase in restructuring, acquisition and related charges of $3.7 million.
Previous wording
Net interest expense was $5.6 million for the three months ended March 28, 2025, versus $8.3 million for the prior year period. The decrease in net interest expense was primarily due to a decrease in the average debt levels under our senior credit facilities and a decrease in the weighted average interest rate. The weighted average interest rate on our senior credit facilities was 5.77% during the three months ended March 28, 2025, versus 6.54% during the prior year period.
Current wording
Net interest expense was $5.8 million for the three months ended June 27, 2025, versus $8.3 million for the prior year period. The decrease in net interest expense was primarily due to a decrease in the average debt levels under our senior credit facilities and a decrease in the weighted average interest rate. The weighted average interest rate on our senior credit facilities was 5.35% during the three months ended June 27, 2025, versus 6.74% during the prior year period.
Previous wording
Net other expense was nominal for the three months ended March 28, 2025 and the three months ended March 29, 2024.
Current wording
Net other expense was nominal for the three and six months ended June 27, 2025 and the three and six months ended June 28, 2024.
Previous wording
Our effective tax rate for the three months ended March 28, 2025, was 19.7%, versus 13.2% for the prior year period. Our effective tax rate of 19.7% for the three months ended March 28, 2025 differs from the Canadian statutory tax rate of 29.0% primarily due to the mix of income earned in jurisdictions with varying tax rates, estimated deductions for Foreign Derived Intangible Income, U.K. patent box deductions and R&D tax credits, partially offset by disallowed compensation deductions, withholding taxes, non-deductible expenses and an estimated Pillar Two inclusion.
Current wording
Our effective tax rate for the three months ended June 28, 2024 of 19.7% differs from the Canadian statutory tax rate of 29.0% primarily due to the mix of income earned in jurisdictions with varying tax rates, estimated deductions for Foreign Derived Intangible Income, U.K. patent box deductions and R&D tax credits, partially offset by disallowed compensation deductions, uncertain tax position accruals, and Pillar Two inclusion.
Previous wording
Our effective tax rate for the three months ended March 29, 2024 of 13.2% differs from the Canadian statutory tax rate of 29.0% primarily due to the mix of income earned in jurisdictions with varying tax rates, estimated deductions for Foreign Derived Intangible Income, U.K. patent box deductions, R&D tax credits, and windfall tax benefits upon vesting of share-based compensation awards, partially offset by disallowed compensation deductions, uncertain tax position accruals, and estimated Pillar Two inclusion. For the three months ended March 29, 2024, the tax benefits upon vesting of certain share-based compensation awards had a benefit of 6.8% on the Company’s effective tax rate.
Current wording
Our effective tax rate of 16.5% for the six months ended June 28, 2024 differs from the Canadian statutory tax rate of 29.0% primarily due to the mix of income earned in jurisdictions with varying tax rates, estimated deductions for Foreign Derived Intangible Income, U.K. patent box deductions, R&D tax credits and windfall tax benefits upon vesting of certain share-based compensation awards, partially offset by disallowed compensation deductions, uncertain tax position accruals, and Pillar Two inclusion.
Previous wording
On December 12, 2022, the EU member states agreed to implement the Organization for Economic Co-operation and Development’s (“OECD”) Pillar Two Model Rules. These rules, which impose a global corporate minimum income tax rate of 15%, have been enacted or introduced in proposed legislation in 45 countries. Additional countries are actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals. We operate in many jurisdictions that have adopted these rules. We fall under the transitional safe harbor rules in the majority of jurisdictions in which we operate and are therefore not subject to the Pillar Two global minimum tax. Where we cannot apply the safe harbor rules, we have estimated the impact of this minimum tax in our effective tax rate analysis. We continue to closely monitor the progression of legislative activities.
Current wording
On December 12, 2022, the EU member states agreed to implement the Organization for Economic Co-operation and Development’s (“OECD”) Pillar Two Model Rules. These rules, which impose a global corporate minimum income tax rate of 15%, have been enacted or introduced in proposed legislation in numerous countries worldwide, including many jurisdictions in which we operate. Additional countries are actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals. We fall under the transitional safe harbor rules in the majority of jurisdictions in which we operate and are therefore not subject to Pillar Two global minimum tax in those jurisdictions. Where we cannot apply the safe harbor rules, we have estimated the impact of this minimum tax in our effective tax rate analysis. We continue to closely monitor the progression of legislative activities.
Previous wording
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing, and financing activities. Our primary ongoing cash requirements are funding operations, capital expenditures, investments in businesses, and repayment of our debt and related interest payments. Our primary sources of liquidity are cash flows from operations and borrowings under our revolving credit facility. We believe our future operating cash flows will be sufficient to meet our future operating and capital expenditure cash needs for the foreseeable future, including at least the next 12 months. The availability of borrowing capacity under our revolving credit facility provides another potential source of liquidity for any future capital expenditures and other liquidity needs. In addition, we have the ability to expand our borrowing capacity by up to $350.0 million by exercising the accordion option under our revolving credit agreement. We may also seek to raise additional capital, which could be in the form of bonds, convertible debt or preferred or common equity, to fund business development activities or other future investing cash requirements, subject to approval by the lenders in the Third Amended and Restated Credit Agreement (as amended, the “Credit Agreement”). There is no assurance that such capital will be available on reasonable terms or at all.
Current wording
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing, and financing activities. Our primary ongoing cash requirements are funding operations, capital expenditures, investments in businesses, and repayment of our debt and related interest payments. Our primary sources of liquidity are cash flows from operations and borrowings under our revolving credit facility. We believe our future operating cash flows will be sufficient to meet our future operating and capital expenditure cash needs for the foreseeable future, including at least the next 12 months. The availability of borrowing capacity under our revolving credit facility provides another potential source of liquidity for any future capital expenditures and other liquidity needs. In addition, we have the ability to expand our borrowing capacity by up to $350.0 million by exercising the accordion option under our revolving credit agreement. We may also seek to raise additional capital, which could be in the form of bonds, convertible debt or preferred or common equity, to fund business development activities or other future investing cash requirements, subject to approval by the lenders in the Fourth Amended and Restated Credit Agreement (as amended, the “Credit Agreement”). There is no assurance that such capital will be available on reasonable terms or at all.
Previous wording
Our cash requirements primarily consist of principal and interest payments associated with our Senior Credit Facilities (as defined below), operating and finance leases, purchase commitments, and pension obligations. Such contractual obligations are described in our Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to Consolidated Financial Statements, each included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. On April 8, 2025, we drew down on our revolving credit facility under the Senior Credit Facilities to fund the acquisition of Keonn Technologies, S.L.
Current wording
Our cash requirements primarily consist of principal and interest payments associated with our Senior Credit Facilities (as defined below), operating and finance leases, purchase commitments, and pension obligations. Such contractual obligations are described in our Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to Consolidated Financial Statements, each included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Previous wording
As of March 28, 2025, $77.2 million of our $106.0 million cash and cash equivalents was held by subsidiaries outside of Canada and the U.S. Generally, our intent is to use cash held in these foreign subsidiaries to fund our local operations or acquisitions by those local subsidiaries and to pay down borrowings under our Senior Credit Facilities. Approximately $88.3 million of our outstanding term loan and revolver borrowings under our Senior Credit Facilities were held in our subsidiaries outside of Canada and the U.S. as of March 28, 2025. Additionally, we may use intercompany loans to address short-term cash flow needs for various subsidiaries.
Current wording
As of June 27, 2025, $67.1 million of our $109.9 million cash and cash equivalents was held by subsidiaries outside of Canada and the U.S. Generally, our intent is to use cash held in these foreign subsidiaries to fund our local operations or acquisitions by those local subsidiaries and to pay down borrowings under our Senior Credit Facilities. Approximately $171.0 million of our outstanding term loan and revolver borrowings under our Senior Credit Facilities were held in our subsidiaries outside of Canada and the U.S. as of June 27, 2025. Additionally, we may use intercompany loans to address short-term cash flow needs for various subsidiaries.
Previous wording
In December 2019, we entered into the Third Amended and Restated Credit Agreement (as amended from time to time, the “Credit Agreement”), originally consisting of a $100.0 million U.S. dollar equivalent euro-denominated (approximately €90.2 million) 5-year term loan facility and a $350.0 million 5-year revolving credit facility (collectively, the “Senior Credit Facilities”). The Senior Credit Facilities had an original maturity date of December 2024 and included an uncommitted accordion option pursuant to which the commitments under the revolving credit facility may be increased by an additional $200.0 million in aggregate, subject to certain customary conditions. The term loan facility requires quarterly scheduled principal repayments of approximately €1.1 million beginning in March 2020 with the remaining principal balance due upon maturity. We may make additional principal payments at any time, which will reduce the next quarterly installment payment due. We may pay down outstanding borrowings under our revolving credit facility with cash on hand and cash generated from future operations at any time.
Current wording
The term loan facilities require quarterly scheduled principal repayments of €1.1 million beginning in September 2025 (with respect to the Euro Term Loans), and $0.5 million beginning in September 2026, increasing to $0.9 million in September 2027 (with respect the U.S. Term Loans), with the remaining principal balance of the term loans due on June 27, 2030, if the maturity date of the term loan facility is not otherwise extended. We may make additional principal payments at any time, which will reduce the next quarterly installment payment due. We may pay down outstanding borrowings under our revolving credit facility with cash on hand and cash generated from future operations at any time.
Previous wording
As of March 28, 2025, we had $71.6 million term loan and $320.8 million revolver borrowings outstanding under our Senior Credit Facilities. The borrowings outstanding under the Senior Credit Facilities bear interest at rates based on (a) the Base Rate, as defined in the Credit Agreement, plus a margin ranging between 0.00% and 0.75% per annum, determined by reference to our consolidated leverage ratio, or (b) the Term SOFR Screen Rate, the Alternative Currency Daily Rate or the Alternative Currency Term Rate, as defined in the Credit Agreement, plus a margin ranging between 0.75% and 1.75% per annum, determined by reference to our consolidated leverage ratio. In addition, we are obligated to pay a commitment fee on the unused portion of the revolving credit facility, ranging between 0.20% and 0.30% per annum, determined by reference to our consolidated leverage ratio. As of March 28, 2025, we had outstanding borrowings under the Credit Agreement denominated in Euro and U.S. dollars of $88.3 million and $304.1 million, respectively.
Current wording
As of June 27, 2025, we had $151.6 million term loans and $313.5 million revolver borrowings outstanding under our Senior Credit Facilities. Borrowings under the Credit Agreement bear interest at the Base Rate (as defined in the Credit Agreement) plus a margin ranging between zero and 0.75% per annum, determined by reference to the our consolidated leverage ratio, or SOFR, SONIA or EURIBOR, as applicable, plus a margin ranging between 1.00% and 1.75% per annum, determined by reference to our consolidated leverage ratio. In addition, we are obligated to pay a commitment fee on the unused portion of the Revolving Facility. As of June 27, 2025, we had outstanding borrowings under the Credit Agreement denominated in Euro and U.S. dollars of $171.0 million and $294.1 million, respectively.
Previous wording
(1)Maximum consolidated leverage ratio shall be increased to 4.00 for four consecutive quarters following a designated acquisition, as defined in the Fifth Amendment.
Current wording
(1) Maximum consolidated leverage ratio shall be increased to 4.00 for four consecutive quarters following a designated acquisition, as defined in the Fourth Amended and Restated Credit Agreement.
Previous wording
In February 2020, our Board of Directors approved a share repurchase plan (the “2020 Repurchase Plan”) authorizing the repurchase of $50.0 million worth of common shares. Share repurchases have been made under the 2020 Repurchase Plan pursuant to Rule 10b-18 under the Securities Exchange Act of 1934. We repurchased 46 thousand shares under the 2020 Repurchase Plan for an aggregate purchase price of $6.2 million and average price of $134.54 per share during the three months ended March 28, 2025. We had $43.3 million available for share repurchases under the 2020 Repurchase Plan as of March 28, 2025.
Current wording
In February 2020, our Board of Directors approved a share repurchase plan (the “2020 Repurchase Plan”) authorizing the repurchase of $50.0 million worth of common shares. Share repurchases have been made under the 2020 Repurchase Plan pursuant to Rule 10b-18 under the Securities Exchange Act of 1934. We repurchased 46 thousand shares under the 2020 Repurchase Plan for an aggregate purchase price of $6.2 million and average price of $134.54 per share during the six months ended June 27, 2025. We had $43.3 million available for share repurchases under the 2020 Repurchase Plan as of June 27, 2025.
Previous wording
Cash Flows for the Three Months Ended March 28, 2025 and March 29, 2024
Current wording
Cash Flows for the Six Months Ended June 27, 2025 and June 28, 2024
Previous wording
Cash provided by investing activities was $1.3 million for the three months ended March 28, 2025, primarily driven by $5.5 million of cash received from the sale of properties. We also paid $4.3 million for capital expenditures.
Current wording
Cash used in investing activities was $65.3 million for the six months ended June 27, 2025, primarily driven by $63.2 million of cash considerations (net of cash acquired) paid for our 2025 acquisition and $7.7 million for capital expenditures, partially offset by $5.5 million of cash received from the sale of properties.
Previous wording
Cash used in investing activities was $197.6 million for the three months ended March 29, 2024, primarily related to the $191.2 million of cash considerations (net of cash acquired) paid for our 2024 acquisition and $6.4 million for capital expenditures.
Current wording
Cash used in investing activities was $202.6 million for the six months ended June 28, 2024, primarily related to the $191.2 million of cash considerations (net of cash acquired) paid for our 2024 acquisition and $11.4 million for capital expenditures.
Previous wording
We expect to use an aggregate of approximately $20 million to $30 million in 2025 for capital expenditures related to investments in new property, plant and equipment for our existing businesses.
Current wording
We expect to use an aggregate of approximately $15 million to $20 million in 2025 for capital expenditures related to investments in new property, plant and equipment for our existing businesses.
Previous wording
Cash used in financing activities was $42.7 million for the three months ended March 28, 2025, primarily driven by $29.7 million of term loan and revolving credit facility repayments, $6.7 million of payroll tax payments upon vesting of share-based compensation awards and $6.2 million related to the repurchase of common shares.
Current wording
Cash provided by financing activities was $12.1 million for the six months ended June 27, 2025, primarily driven by $72.8 million of borrows under our revolving credit facility to fund our 2025 acquisition, partially offset by $41.0 million of term loan and revolving credit facility repayments, $7.2 million of payroll tax payments upon vesting of share-based compensation awards and $6.2 million related to the repurchase of common shares.
Previous wording
Cash provided by financing activities was $153.5 million for the three months ended March 29, 2024, primarily driven by $198.0 million of borrowings under our revolving credit facility to fund our 2024 acquisition, partially offset by $36.0 million of term loan and revolving credit facility repayments and $8.4 million of payroll tax payments upon vesting of share-based compensation awards.
Current wording
Cash provided by financing activities was $121.4 million for the six months ended June 28, 2024, primarily driven by $198.0 million of borrowings under our revolving credit facility to fund our 2024 acquisition, partially offset by $67.3 million of term loan and revolving credit facility repayments and $8.9 million of payroll tax payments upon vesting of share-based compensation awards.
Previous wording
The critical accounting policies that we believe impact significant judgments and estimates used in the preparation of our consolidated financial statements presented in this periodic report on Form 10-Q are described in our Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to Consolidated Financial Statements, each included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There have been no material changes to our critical accounting policies and estimates through March 28, 2025 from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Current wording
Analysis of Financial Condition and Results of Operations and in the Notes to Consolidated Financial Statements, each included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There have been no material changes to our critical accounting policies and estimates through June 27, 2025 from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
Basic earnings per common share (“Basic EPS”) of $0.12 for the three months ended June 27, 2025 decreased $0.26 from the prior year period. Diluted earnings per common share (“Diluted EPS”) of $0.12 for the three months ended June 27, 2025 decreased $0.26 from the prior year period. The decreases were primarily due to a decrease in operating income.
Current report — wording carried from elsewhere
Automation Enabling Technologies segment revenue for the six months ended June 27, 2025 increased $10.7 million, or 4.6% versus the prior year period, primarily due to increased demand in robotics and automation products, partially offset by a decrease in demand in precision manufacturing products.
Current report — wording carried from elsewhere
SG&A expenses were $92.7 million, or 19.5% of revenue, during the six months ended June 27, 2025, versus $88.3 million, or 18.9% of revenue, during the prior year period. The increase in SG&A expenses, both in total dollars and as a percentage of revenue, was primarily driven by costs related to the costs associated with planning and design phase of the ERP system implementation.
Current report — wording carried from elsewhere
Amortization of purchased intangible assets, excluding amortization of developed technologies which is included in cost of revenue, was $12.4 million, or 2.6% of revenue, during the six months ended June 27, 2025, versus $12.7 million, or 2.7% of revenue, during the prior year period.
Current report — wording carried from elsewhere
Net interest expense was $11.5 million for the six months ended June 27, 2025, versus $16.5 million for the prior year period. The decrease in net interest expense was primarily due to a decrease in the average debt levels under our senior credit facilities and a decrease in the weighted average interest rate. The weighted average interest rate on our senior credit facilities was 5.50% during the six months ended June 27, 2025, versus 6.64% during the prior year period.
Current report — wording carried from elsewhere
The critical accounting policies that we believe impact significant judgments and estimates used in the preparation of our consolidated financial statements presented in this periodic report on Form 10-Q are described in our Management’s Discussion and
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Foreign exchange transaction gains (losses) were nominal for the three months ended March 28, 2025 and the three months ended March 29, 2024.