NOVANTA INC
For the period ended Sep 26, 2025. Filed Nov 3, 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.
Sep 26, 2025 · Filed Nov 3, 2025
NOVT$135.15+2.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OPERATIONSCurrent report: 10-Q
Period ended 2025-09-26; filed 2025-11-03.
0001193125-25-262774
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 133 previous paragraphs and 134 current paragraphs.
77 unchanged; 48 reworded; 8 added; 6 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 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 (8)
Current report
Automation Enabling Technologies segment gross profit for the three months ended September 26, 2025 decreased $1.3 million, or 2.2%, versus the prior year period, primarily due to a decrease in revenue. Automation Enabling Technologies segment gross profit margin was 47.3% for the three months ended September 26, 2025, versus a gross profit margin of 47.1% for the prior year period.
Current report
R&D expenses were $72.6 million, or 10.1% of revenue, during the nine months ended September 26, 2025, versus $70.2 million, or 9.9% of revenue, during the prior year period. The increase in R&D expenses, both in total dollars and percentage of revenue, was primarily driven by higher spending on projects related to new product introductions and increased costs from the current year acquisition.
Current report
Automation Enabling Technologies segment operating income was $27.4 million, or 21.8% of revenue, during the three months ended September 26, 2025, versus $30.1 million, or 23.4% of revenue, during the prior year period. The decrease in operating income was primarily due to a decrease in gross profit of $1.3 million, an increase in R&D expenses of $0.8 million, and an increase in SG&A expenses of $0.5 million.
Current report
Medical Solutions segment operating income was $15.9 million, or 13.0% of revenue, during the three months ended September 26, 2025, versus $16.3 million, or 14.1% 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 $2.0 million, an increase in SG&A expenses of $1.0 million, and an increase in amortization expenses of $0.6 million, partially offset by an increase in gross profit of $3.3 million.
Current report
Medical Solutions segment operating income was $36.6 million, or 10.4% of revenue, during the nine months ended September 26, 2025, versus $50.5 million, or 14.5% 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 $8.5 million, an increase in SG&A expenses of $4.3 million, an increase in R&D expenses of $3.1 million, and an increase in amortization expenses of $1.2 million, partially offset by an increase in gross profit of $3.2 million.
Current report
These costs for the nine months ended September 26, 2025 increased $11.0 million versus the prior year period. The increase in operating loss was primarily driven by costs associated with planning and design phase of our ERP system implementation, officer transition costs, costs incurred in connection with an insurance recovery claim and costs associated with 2025 restructuring programs.
Current report
Foreign exchange transaction gains (losses) were less than $0.1 million for the three months ended September 26, 2025 versus $(0.2) million for the prior year period.
Current report
In September 2025, our Board of Directors approved a new share repurchase plan (the “2025 Repurchase Plan”) authorizing the repurchase of an additional $200.0 million worth of common shares. The 2025 Repurchase Plan does not obligate the Company to acquire any particular amount of common shares. No time limit was set for the completion of the 2025 Repurchase Plan, and the plan may be suspended or discontinued at any time. No shares have been repurchased under the 2025 Repurchase Plan to date.
Removed paragraphs (6)
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Reworded paragraphs (48)
Previous wording
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Consolidated Financial Statements and Notes included in Item 1 of this Quarterly Report on Form 10-Q. The MD&A contains certain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. These forward-looking statements include, but are not limited to, our financial results and our financial condition; our belief that the Purchasing Managers Index (“PMI”) may provide an indication of the impact of general economic conditions on our sales into the advanced industrial end market; our strategy; anticipated financial performance; expected liquidity and capitalization; drivers of revenue growth and our growth expectations in various markets; management’s plans and objectives for future operations, expenditures and product development, and investments in research and development; business prospects; potential of future product releases and expansion of our product and service offerings; industry trends; market conditions; our competitive positions; changes in economic and political conditions, including supply chain disruptions and constraints and inflationary pressures; changes in accounting principles; changes in actual or assumed tax liabilities and tax law; expectations regarding tax exposures; anticipated reinvestment of future earnings and dividend policy; anticipated expenditures in regard to our benefit plans; future acquisitions and integration and anticipated benefits from acquisitions and dispositions; anticipated economic benefits and expected costs of restructuring programs; our ability to repay our indebtedness; our intentions regarding the use of cash; expectations regarding legal and regulatory requirements, including environmental requirements, and our compliance thereto; and other statements that are not historical facts.
Current wording
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Consolidated Financial Statements and Notes included in Item 1 of this Quarterly Report on Form 10-Q. The MD&A contains certain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. These forward-looking statements include, but are not limited to, our future financial results and financial condition; our belief that the Purchasing Managers Index (“PMI”) may provide an indication of the impact of general economic conditions on our sales into the advanced industrial end market; our strategy; drivers of revenue growth and our growth expectations in various markets; management’s plans and objectives for future operations, expenditures and product development, and investments in research and development; business prospects; potential of future product releases and expansion of our product and service offerings; industry trends; market conditions; our competitive positions; changes in economic and political conditions, including impacts from tariffs, supply chain disruptions and constraints and inflationary pressures; changes in accounting principles; changes in actual or assumed tax liabilities and tax law; expectations regarding tax exposures; anticipated reinvestment of future earnings, share repurchases and dividend policy; anticipated expenditures in regard to our benefit plans; future acquisitions and integration and anticipated benefits from acquisitions and dispositions; anticipated economic benefits and expected costs of restructuring programs; our ability to repay our indebtedness; our intentions regarding the use of cash; expectations regarding legal and regulatory requirements, including environmental requirements, and our compliance thereto; and other statements that are not historical facts.
Previous 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.
Current wording
For the nine months ended September 26, 2025, the medical market accounted for approximately 53% 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 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.
Current wording
For the nine months ended September 26, 2025, the advanced industrial market accounted for approximately 47% 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, 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.
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 a purchase price of €64.8 million ($71.0 million), net of cash acquired, including €4.1 million ($4.5 million) estimated fair value of contingent consideration and €2.0 million ($2.2 million) related to a purchase price holdback. 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
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 wording
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
Previous 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
Current wording
Results of Operations for the Three and Nine Months Ended September 26, 2025 Compared with the Three and Nine Months Ended September 27, 2024
Previous wording
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 wording
Total revenue of $247.8 million for the three months ended September 26, 2025 increased $3.4 million, or 1.4%, from the prior year period primarily due to revenue from our current year acquisition, partially offset by a decrease in revenue in the Automation Enabling Technologies segment and a decrease in revenue in the Medical Solutions segment excluding the impact of current year acquisition. The net effect of our acquisition resulted in an increase in revenue of $8.4 million, or 3.4%. In addition, foreign currency exchange rates favorably impacted our revenue by $4.4 million, or 1.8%, for the three months ended September 26, 2025.
Previous wording
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 wording
Total revenue of $722.3 million for the nine months ended September 26, 2025 increased $11.1 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 Medical Solutions segment excluding the impact of current year acquisition. The net effect of our acquisition resulted in an increase in revenue of $13.7 million, or 1.9%. In addition, foreign currency exchange rates favorably impacted our revenue by $7.6 million, or 1.1%, for the nine months ended September 26, 2025.
Previous 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.
Current wording
Operating income of $21.8 million for the three months ended September 26, 2025 decreased $10.7 million, or 32.9%, from the prior year period. This decrease was attributable to an increase in selling, general and administrative expenses of $7.1 million, an increase in restructuring, acquisition and related costs of $4.2 million, and an increase in research and development and engineering expenses of $0.8 million, partially offset by an increase in gross profit of $1.7 million.
Previous wording
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 wording
Operating income of $69.2 million for the nine months ended September 26, 2025 decreased $14.7 million, or 17.5%, from the prior year period. This decrease was attributable to an increase in selling, general and administrative expenses of $11.4 million, an increase in restructuring, acquisition and related costs of $9.5 million, and an increase in research and development and engineering expenses of $2.4 million, partially offset by an increase in gross profit of $8.7 million.
Previous wording
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 wording
Basic earnings per common share (“Basic EPS”) of $0.30 for the three months ended September 26, 2025 decreased $0.23 from the prior year period. Diluted earnings per common share (“Diluted EPS”) of $0.30 for the three months ended September 26, 2025 decreased $0.23 from the prior year period. The decreases were primarily due to a decrease in operating income.
Previous 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.
Current wording
Basic earnings per common share (“Basic EPS”) of $1.01 for the nine months ended September 26, 2025 decreased $0.32 from the prior year period. Diluted earnings per common share (“Diluted EPS”) of $1.01 for the nine months ended September 26, 2025 decreased $0.31 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 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 wording
Automation Enabling Technologies segment revenue for the three months ended September 26, 2025 decreased $3.4 million, or 2.6%, versus the prior year period, primarily due to a decrease in demand in precision manufacturing products.
Previous 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.
Current wording
Automation Enabling Technologies segment revenue for the nine months ended September 26, 2025 increased $7.3 million, or 2.0% 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 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.
Current wording
Medical Solutions segment revenue for the three months ended September 26, 2025 increased $6.8 million, or 5.9%, versus the prior year period, primarily due to the net impact of $8.4 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
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 wording
Medical Solutions segment revenue for the nine months ended September 26, 2025 increased $3.7 million, or 1.1%, versus the prior year period, primarily due to the net impact of $13.7 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 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.
Current wording
Automation Enabling Technologies segment gross profit for the nine months ended September 26, 2025 increased $5.7 million, or 3.4%, 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 47.8% for the nine months ended September 26, 2025, versus a gross profit margin of 47.1% for the prior year period. The increase in gross profit margin was primarily attributable to factory productivity improvement and favorable product mix, partially offset by higher tariff costs.
Previous wording
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 wording
Medical Solutions segment gross profit for the three months ended September 26, 2025 increased $3.3 million, or 6.6%, versus the prior year period, primarily due to an increase in both revenue and gross profit margin. Medical Solutions segment gross profit margin was 43.0% for the three months ended September 26, 2025, versus a gross profit margin of 42.7% for the prior year period. The increase in gross profit margin was primarily due to factory productivity improvements.
Previous 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.
Current wording
Medical Solutions segment gross profit for the nine months ended September 26, 2025 increased $3.2 million, or 2.2%, versus the prior year period, primarily due to an increase in both revenue and gross profit margin. Medical Solutions segment gross profit margin was 42.1% for the nine months ended September 26, 2025, versus a gross profit margin of 41.6% for the prior year period. The increase in gross profit margin was primarily due to factory productivity improvements, 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.
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 $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.
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 $24.1 million, or 9.7% of revenue, during the three months ended September 26, 2025, versus $23.3 million, or 9.5% 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 $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.
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 $51.4 million, or 20.7% of revenue, during the three months ended September 26, 2025, versus $44.3 million, or 18.1% 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, costs associated with an officer transition, costs incurred in connection with an insurance recovery claim, and increased costs from the current year acquisition.
Previous wording
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 wording
SG&A expenses were $144.1 million, or 19.9% of revenue, during the nine months ended September 26, 2025, versus $132.6 million, or 18.7% 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 ERP system implementation, costs associated with an officer transition, costs incurred in connection with an insurance recovery claim, and increased costs from the current year acquisition.
Previous 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.
Current wording
Amortization of purchased intangible assets, excluding amortization of developed technologies which is included in cost of revenue, was $6.9 million, or 2.8% of revenue, during the three months ended September 26, 2025, versus $6.6 million, or 2.7% of revenue, during the prior year period.
Previous wording
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 wording
Amortization of purchased intangible assets, excluding amortization of developed technologies which is included in cost of revenue, was $19.4 million, or 2.7% of revenue, during the nine months ended September 26, 2025, versus $19.2 million, or 2.7% of revenue, during the prior year period.
Previous wording
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 wording
We recorded restructuring, acquisition, and related costs of $6.7 million during the three months ended September 26, 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.
Previous 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.
Current wording
We recorded restructuring, acquisition, and related costs of $16.8 million during the nine months ended September 26, 2025, versus $7.3 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, partially offset by a gain on the sale of an owned facility.
Previous wording
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 wording
Automation Enabling Technologies segment operating income was $85.7 million, or 23.2% of revenue, during the nine months ended September 26, 2025, versus $75.5 million, or 20.8% of revenue, during the prior year period. The increase in operating income was primarily due to an increase in gross profit of $5.7 million, a decrease in restructuring, acquisition and related costs of $3.5 million, and a decrease in amortization expenses of $1.1 million.
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 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.
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 September 26, 2025 increased $7.6 million versus the prior year period. The increase in operating loss was primarily driven by costs associated with planning and design phase of our ERP system implementation, costs incurred in connection with an insurance recovery claim and officer transition costs.
Previous 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.
Current wording
Net interest expense was $6.0 million for the three months ended September 26, 2025, versus $8.1 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 5.32% during the three months ended September 26, 2025, versus 6.83% during the prior year period.
Previous wording
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 wording
Net interest expense was $17.5 million for the nine months ended September 26, 2025, versus $24.6 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 5.48% during the nine months ended September 26, 2025, versus 6.68% during the prior year period.
Previous wording
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 wording
Foreign exchange transaction gains (losses) were $(3.1) million for the nine months ended September 26, 2025 and $(0.8) 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.
Previous 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.
Current wording
Net other expense was nominal for the three and nine months ended September 26, 2025 and the three and nine months ended September 27, 2024.
Previous wording
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 wording
Our effective tax rate for the three months ended September 26, 2025 was 32.4%, versus 20.8% for the prior year period. Our effective tax rate of 32.4% for the three months ended September 26, 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.
Previous 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.
Current wording
Our effective tax rate for the three months ended September 27, 2024 of 20.8% 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 FDII, 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 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 wording
Our effective tax rate for the nine months ended September 26, 2025 was 24.2%, versus 18.3% for the prior year period. Our effective tax rate of 24.2% for the nine months ended September 26, 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 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.
Previous 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.
Current wording
Our effective tax rate of 18.3% for the nine months ended September 27, 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 FDII, 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. For the nine months ended September 27, 2024, the tax benefits upon vesting of certain share-based compensation awards had a benefit of 3.1% on our effective tax rate.
Previous wording
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 wording
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 continue to evaluate the implications of the Act on our consolidated financial statements and related disclosures. We included an estimated impact of items affecting our income tax expense for the three and nine months ended September 26, 2025.
Previous 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.
Current wording
As of September 26, 2025, $58.0 million of our $89.2 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 $162.9 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 September 26, 2025. Additionally, we may use intercompany loans to address short-term cash flow needs for various subsidiaries.
Previous 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.
Current wording
As of September 26, 2025, we had $150.4 million term loans and $306.6 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 September 26, 2025, we had outstanding borrowings under the Credit Agreement denominated in Euro and U.S. dollars of $162.9 million and $294.1 million, respectively.
Previous wording
Our Board of Directors may approve share repurchase plans from time to time. Under these repurchase plans, shares may be repurchased at our discretion based on ongoing assessment of the capital needs of the business, the market price of our common shares, and general market conditions. Shares may also be repurchased through an accelerated share purchase agreement, on the open market or in privately negotiated transactions in accordance with applicable federal securities laws. Repurchases may be made under certain SEC regulations, which would permit common shares to be repurchased when we would otherwise be prohibited from doing so under insider trading laws. While the share repurchase plans are generally intended to offset dilution from equity awards granted to our employees and directors, the plans do not obligate us to acquire any particular amount of common shares. No time limit is typically set for the completion of the share repurchase plans, and the plans may be suspended or discontinued at any time. We expect to fund share repurchases through cash on hand and cash generated from operations.
Current wording
Our Board of Directors may approve share repurchase plans from time to time. Under these repurchase plans, shares may be repurchased at our discretion based on the ongoing assessment of the capital needs of the business, the market price of our common shares, and general market conditions. Shares may also be repurchased through an accelerated share purchase agreement, on the open market or in privately negotiated transactions in accordance with applicable federal securities laws. Repurchases may be made under certain SEC regulations, which would permit common shares to be repurchased when we would otherwise be prohibited from doing so under insider trading laws. While the share repurchase plans are generally intended to offset dilution from equity awards granted to our employees and directors, the plans do not obligate us to acquire any particular amount of common shares. No time limit is typically set for the completion of the share repurchase plans, and the plans may be suspended or discontinued at any time. We expect to fund share repurchases through cash on hand and cash generated from operations.
Showing the first 40 of 48 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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.
Previous report — wording carried 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