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NOVANTA INC

For the period ended Dec 31, 2025. Filed Feb 23, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 23, 2026

NOVT$135.15+2.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-25.

0000950170-25-026131

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-23.

0001193125-26-064230

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 183 previous paragraphs and 178 current paragraphs.

104 unchanged; 46 reworded; 26 added; 29 removed; 4 previous and 2 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 (26)

Current report

strengthening our operational performance to expand profit margins and enhance customer satisfaction by deploying lean manufacturing principles and advancing strategic sourcing initiatives across our major production sites, while regionalizing our manufacturing footprint and establishing manufacturing centers of excellence to achieve greater efficiency and reduce overall production complexity; and

Current report

advancing a people first culture that promotes a growth mindset, cohesive and engaged teams, and continuous employee development to enable long‑term organizational excellence.

Current report

On November 12, 2025 we issued 12,650,000 of our 6.50% tangible equity units (the “Units”) at a public offering price of $50.00 per Unit, for an aggregate offering of $632.5 million. We received proceeds of $613.1 million after the deduction of the underwriters fees and other issuance costs. Each Unit is comprised of a prepaid stock purchase contract and a senior amortizing note. Each amortizing note has a principal amount of $8.74 and bears interest at a rate of 6.30% per annum, with a final installment date of November 1, 2028 (“Amortizing Note”).

Current report

Unless settled early in accordance with the terms of the instruments, and subject to postponement in certain limited circumstances, each prepaid stock purchase contract will automatically settle on November 1, 2028 (the mandatory settlement date) for a number of shares of the Company’s common stock based on the arithmetic average of the volume weighted average price (“VWAPs”) of the Company’s common stock on each of the 20 consecutive trading days beginning on, and including, the 21st scheduled trading day immediately preceding November 1, 2028 ("Applicable Market Value") with reference to the following settlement rates:

Current report

The purchase contracts are mandatorily convertible into a minimum of 4.7 million shares or a maximum of 5.9 million shares of our common stock on the mandatory settlement date (unless redeemed by us or settled earlier at the unit holder's option). The 4.7 million minimum shares are included in the calculation of basic weighted average shares outstanding.

Current report

The number of shares included in diluted weighted average shares outstanding related to these stock purchase contracts can vary each period, and is determined based on the Applicable Market Value in that reporting period, based on the above settlement rates. If the Applicable Market Value a reporting period is less than $134.0842 but greater than $107.26, then the number of shares included in diluted weighted average shares outstanding will be based on the weighted-average price per share of common stock over the twenty consecutive trading day period immediately preceding the balance sheet date, or November 1, 2028, for settlement of the stock purchase contracts.

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

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 reportable segment.

Current report

Information pertaining to fiscal year 2023 results of operations, including a year-over-year comparison with fiscal year 2024, was included in our Annual Report on Form 10-K for the year ended December 31, 2024 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on February 25, 2025.

Current report

Automation Enabling Technologies segment revenue in 2025 increased by $10.2 million, or 2.1%, versus 2024, primarily due to a $30.3 million increase in revenue from our robotics and automation products, partially offset by a $20.0 million decline in revenue from our precision manufacturing products.

Current report

Automation Enabling Technologies segment gross profit for 2025 increased $4.5 million, or 1.9%, versus 2024, primarily due to an increase in revenue. Automation Enabling Technologies segment gross profit margin was 47.8% in 2025, versus a gross profit margin of 47.9% for 2024. The decrease in gross profit margin was primarily attributable to higher tariff costs and temporary cost increases incurred as part of our regionalized manufacturing strategy.

Current report

We recorded restructuring, acquisition and related costs of $22.7 million in 2025, versus $13.7 million in 2024. The increase was primarily attributable to restructuring costs incurred in connection with the 2025 restructuring program, which was undertaken to regionalize our manufacturing footprint and establishing manufacturing centers of excellence to better serve our customers, as well as higher acquisition and related expenses associated with a 2025 acquisition. These increases were partially offset by a gain on the sale of an owned facility.

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 have evaluated the implications of the Act on our consolidated financial statements and related disclosures and have included the impact of items affecting our income tax expense for the twelve months ended December 31, 2025.

Current report

On June 27, 2025, we entered into the Fourth Amended and Restated Credit Agreement, consisting of a €65.3 million Euro Term Loan, a $75.0 million U.S. Term Loan, and an $850.0 million Revolving Facility. 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

On November 5, 2025, we entered into an amendment (the “First Amendment”) to the Fourth Amended and Restated Credit Agreement. The First Amendment, among other things, amends the Fourth Amended and Restated Credit Agreement to (i) increase the maximum consolidated leverage ratio permitted thereunder to 3.75:1.00, with a step-up to 4.25:1.00 at the Borrowers’ option for the four consecutive quarters following certain acquisitions with aggregate consideration greater than or equal to $50.0 million, from the previous maximum ratios of 3.50:1.00 and 4.00:1.00, respectively, and (ii) increase the maximum amount of cash that can be netted against consolidated indebtedness when calculating leverage ratios under the Fourth Amended and Restated Credit Agreement from $50.0 million to $100.0 million.

Current report

On November 12, 2025, we issued 12,650,000 of our 6.50% tangible equity units (“Units”) at a public offering price of $50.00 per Unit for an aggregate offering of $632.5 million (the “Units Offering”). We received proceeds of $613.1 million after the deduction of the underwriters fees and other issuance costs. Each Unit is comprised of a prepaid stock purchase contract and a senior amortizing note. Each purchase contract will automatically settle on November 1, 2028, and we will deliver at least 0.3729, but no more than 0.4662 of our common shares per purchase contract, subject to adjustment based upon the applicable market value of our common shares. Each amortizing note has a principal amount of $8.74 and bears interest at a rate of 6.30% per annum, with a final installment date of November 1, 2028 (“Amortizing Note”).

Current report

As of December 31, 2025, we had $110.6 million outstanding under the Amortizing Notes.

Current report

Net cash provided by operating activities was $64.1 million in 2025, versus $158.5 million in 2024. The decrease from 2024 was primarily attributable to higher inventory levels resulting from our regionalized manufacturing strategy, as well as increased accounts receivable due to the timing of collections and higher income tax payments. These uses of cash were partially offset by lower interest payments, reflecting reduced debt levels and a lower weighted average interest rate.

Current report

Net cash provided by financing activities was $276.3 million in 2025, was primarily driven by proceeds from the issuance of tangible equity units, net of issuance costs, of $614.4 million, and borrowings under the credit facilities of $82.8 million, partially offset by $365.7 million of term loan and revolving credit facility repayments, $39.3 million related to the repurchase of common shares, $7.8 million of payroll tax payments upon vesting of share-based compensation awards, and $4.7 million of payments for debt issuance costs related to our senior credit facilities.

Current report

As of December 31, 2025, we had $74.0 (€63.1) million outstanding under the Euro Term Loans and $75.0 million outstanding under the U.S. Term Loans. As of December 31, 2025, we had no outstanding revolver borrowings under our Senior Credit Facilities. The Euro Term Loans require quarterly scheduled principal repayments of €1.1 million ($1.3 million) that began in September 2025, and the remaining principal balance of €42.7 million ($50.1 million) is due upon maturity in June 27, 2030, if the maturity date of the term loan facility is not otherwise extended. The U.S. Term Loans require quarterly principal payments of $0.5 million beginning in September 2026, increasing to $0.9 million in September 2027, with the remaining principal balance of $61.9 million due on June 27, 2030, if the maturity date of the term loan facility is not otherwise extended.

Current report

As of December 31, 2025, we had $110.6 million outstanding under the Amortizing Notes. Each Amortizing Note had an initial principal amount of $8.74, bears interest at the rate of 6.30% per annum and will have a final installment payment date of November 1, 2028. On each February 1, May 1, August 1 and November 1, commencing February 1, 2026, the Company will pay quarterly cash installments of $0.8125 per Amortizing Note (except for the February 1, 2026 installment payment, which will be $0.7132 per Amortizing Note), which will constitute a payment of interest and a partial repayment of principal, and which cash payment in the aggregate per year will be equivalent to 6.50% per year with respect to each $50.00 stated amount of Unit. The Amortizing Notes will be the direct, unsecured and unsubordinated obligations of the Company and will rank equally with all of the existing and future other unsecured and unsubordinated indebtedness of the Company. See Note 12, “Tangible Equity Unit (“TEU”) Offering” in the Consolidated Financial Statements for further details of our obligations and the timing of expected future payments.
Removed paragraphs (29)

Previous report

improving our existing operations to expand profit margins and improve customer satisfaction by implementing lean manufacturing principles, strategic sourcing across our major production sites, and optimizing and limiting the growth of our fixed cost base; and

Previous report

attracting, retaining, and developing world-class talented and motivated employees.

Previous report

On January 2, 2024, we completed the acquisition of Motion Solutions Parent Corp. (“Motion Solutions”), an Irvine, California based provider of highly engineered integrated solutions, specializing in proprietary precision motion and advanced motion control solutions, for a total purchase price of $192.0 million in cash, net of working capital adjustments. The acquisition was financed with borrowings under our revolving credit facility. The addition of Motion Solutions enhances our product portfolio and further expands our presence in attractive medical and precision medicine applications. The Motion Solutions acquisition is included in our Medical Solutions reportable segment.

Previous report

During the fourth quarter of 2024, we updated our organizational structure and re-aligned our financial reporting structure under two reportable segments: Automation Enabling Technologies and Medical Solutions. Prior to the reorganization, our historical reportable segments were: Precision Medicine and Manufacturing, Robotics and Automation, and Medical Solutions. Prior period segment financial information has been recast to align with the new reportable segments.

Previous report

Automation Enabling Technologies segment revenue in 2024 decreased by $8.6 million, or 1.7%, versus 2023, primarily due to a decrease in demand in advanced industrial markets.

Previous report

Automation Enabling Technologies segment revenue in 2023 decreased by $34.9 million, or 6.5%, versus 2022, primarily due to a decrease in demand in the advanced industrial markets, partially offset by an increase in medical markets.

Previous report

Medical Solutions segment revenue in 2023 increased $55.6 million, or 17.0%, versus 2022, primarily due to increases in sales from our advanced surgery and precision medicine products, and $8.1 million of revenue contributions from our 2022 acquisition.

Previous report

Automation Enabling Technologies segment gross profit for 2024 increased $0.2 million, or 0.1%, versus 2023, primarily due to an increase in gross profit margin, partially offset by a decrease in revenue. Automation Enabling Technologies segment gross profit margin was 47.9% in 2024, versus a gross profit margin of 47.0% for 2023. The increase in gross profit margin was primarily attributable to a lower cost of poor quality, partially offset by unfavorable factory utilization as a result of lower sales.

Previous report

Automation Enabling Technologies segment gross profit for 2023 decreased $10.2 million, or 4.2%, versus 2022, primarily due to a decrease in revenue. Automation Enabling Technologies segment gross profit margin was 47.0% in 2023, versus a gross profit margin of 45.9% for 2022. The increase in gross profit margin was primarily attributable to improved factory productivity and the impact of business interruption insurance recovery payments, partially offset by an increase in inventory reserves as a result of a demand decline in the advanced industrial market and higher cost of poor quality.

Previous report

Medical Solutions segment gross profit for 2023 increased by $31.8 million, or 22.8%, versus 2022, primarily due to an increase in both revenue and gross profit margin. Medical Solutions gross profit margin was 44.7% for 2023, versus a gross profit margin of 42.5% for 2022. The increase in gross profit margin was primarily due to improved factory efficiency.

Previous report

R&D expenses were $91.7 million, or 10.4% of revenue, in 2023, versus $85.8 million, or 10.0% of revenue, in 2022. R&D expenses increased in terms of total dollars primarily due to higher compensation related expenses.

Previous report

SG&A expenses were $164.5 million, or 18.7% of revenue, in 2023, versus $158.9 million, or 18.5% of revenue, in 2022. SG&A expenses increased in terms of total dollars and as a percentage of revenue primarily due to increases in compensation related expenses and discretionary spending.

Previous report

We recorded restructuring, acquisition and related costs of $13.7 million in 2024, versus $12.8 million in 2023. The increase is primarily as a result of our 2024 acquisition and lower restructuring related charges.

Previous report

We recorded restructuring, acquisition and related costs of $12.8 million in 2023, versus $4.4 million in 2022. The restructuring costs increased $7.4 million primarily related to the severance and related costs and facility costs associated with the closure of a small manufacturing facility to improve efficiencies.

Previous report

Automation Enabling Technologies segment operating income was $96.3 million, or 19.3% of revenue, in 2023, versus $105.4 million, or 19.7% of revenue, in 2022. The decrease in operating income was primarily due to a decrease in gross profit of $10.2 million, and an increase in restructuring, acquisition and related costs of $6.8 million, partially offset by a decrease in amortization expense of $4.7 million, a decrease in R&D expenses of $2.4 million, and a decrease in SG&A expenses of $0.7 million.

Previous report

Medical Solutions segment operating income was $63.3 million, or 16.5% of revenue, in 2023, versus $46.9 million, or 14.3% of revenue, in 2022. The increase in operating income was primarily due to an increase in gross profit of $31.8 million and a decrease in amortization expense of $1.2 million, partially offset by an increase in R&D expenses of $9.0 million, an increase in SG&A expenses of $6.6 million, and an increase in restructuring, acquisition and related costs of $0.9 million.

Previous report

Unallocated costs for 2023 decreased by $0.2 million, or $0.4%, from 2022.

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 feature. The First Amendment increased the revolving credit facility commitment under the Third Amended and Restated Credit Agreement by $145.0 million, from $350.0 million to $495.0 million, and reset the uncommitted accordion feature to $200.0 million for potential future expansion.

Previous report

On June 2, 2020, we entered into an amendment (the “Second Amendment”) to the Credit Agreement. The Second Amendment revised our consolidated leverage ratio definition (as defined in the Third Amended and Restated Credit Agreement) allowing for the use of up to $25 million unrestricted cash and cash equivalents as a reduction to consolidated funded indebtedness (as defined in the Third Amended and Restated Credit Agreement).

Previous report

On October 5, 2021, we entered into an amendment (the “Fourth Amendment”) to the Credit Agreement to exercise the accordion feature. The Fourth Amendment increased the revolving credit facility commitment under the Third Amended and Restated Credit Agreement by $200.0 million, from $495.0 million to $695.0 million, and reset the uncommitted accordion feature to $200.0 million for potential future expansion.

Previous report

On March 10, 2022, the Company 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 feature from $200.0 million to $350.0 million.

Previous report

Net cash provided by operating activities was $158.5 million in 2024, versus $120.1 million in 2023. Cash provided by operating activities increased from 2023 primarily as a result of reduced net working capital and lower income tax payments, partially offset by higher interest payments as a result of increased debt levels.

Previous report

Net cash provided by operating activities was $120.1 million in 2023, versus $90.8 million in 2022. Cash provided by operating activities increased from 2022 primarily as a result of higher operating income and less cash outflows from changes in net working capital, partially offset by higher income tax payments and higher interest payments.

Previous report

Net cash used in investing activities was $42.5 million in 2022, primarily driven by the $22.4 million of cash consideration (net of cash acquired) paid for our 2022 acquisition. We also paid $19.6 million for capital expenditures and $1.5 million for contingent consideration related to our 2016 asset acquisition of video signal processing and management technologies. We received $0.8 million net working capital adjustment in 2022 related to our 2021 acquisition.

Previous report

Net cash used in financing activities was $97.9 million in 2023, primarily due to $86.6 million of term loan and revolving credit facility repayments and $10.6 million of payroll withholding tax payments related to net share settlement upon vesting of share-based compensation awards.

Previous report

Net cash used in financing activities was $60.2 million in 2022, primarily due to $59.0 million of term loan and revolving credit facility repayments, $46.3 million of contingent consideration payments related to prior year acquisitions, $11.7 million of payroll withholding tax payments related to net share settlement upon vesting of share-based compensation awards, $10.0 million of repurchases of common shares, and $2.5 million of debt issuance costs in connection with the Fifth Amendment, partially offset by $69.9 million of borrowings under our revolving credit facility used to fund the contingent consideration payment for our 2021 acquisition and the cash consideration for our 2022 acquisition.

Previous report

As of December 31, 2024, we had $70.4 million (€67.6 million) term loan and $348.8 million revolving credit facility borrowings outstanding under the Senior Credit Facilities. The term loan is payable in quarterly installments of approximately €1.1 million ($1.2 million) with the final installment of €58.5 million ($61.0 million) due upon maturity in March 2027. Borrowings under the revolving credit facility are due at maturity in March 2027.
Reworded paragraphs (46)

Previous wording

Novanta Inc. and its subsidiaries (collectively referred to as, the “Company”, “Novanta”, “we”, “us”, “our”) is a leading global supplier of core technology solutions that give medical and advanced industrial original equipment manufacturers (“OEMs”) a competitive advantage. We combine deep proprietary technology expertise and competencies in precision medicine, precision manufacturing, robotics and automation, and advanced surgery with a proven ability to solve complex technical challenges. This enables us to engineer core components and sub-systems that deliver extreme precision and performance, tailored to our customers' demanding applications.

Current wording

Novanta Inc. and its subsidiaries (collectively referred to as the “Company”, “Novanta”, “we”, “us”, “our”) is a leading global supplier of core technology solutions that give medical, life science, and advanced industrial original equipment manufacturers (“OEMs”) a competitive advantage. We combine deep proprietary technology expertise and competencies in precision medicine, precision manufacturing, robotics and automation, and advanced surgery with a proven ability to solve complex technical challenges. This enables us to engineer proprietary technology solutions that deliver extreme precision and performance, tailored to our customers' demanding applications.

Previous wording

For the year ended December 31, 2024, 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 levels 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 year ended December 31, 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 levels 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 year ended December 31, 2024, 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 condition of our customers, changes in regulatory requirements and laws, and general economic conditions. We believe that the

Current wording

For the year ended December 31, 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 condition of our customers, changes in regulatory requirements and laws, and general economic conditions. We believe that the Purchasing Managers Index 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

disciplined focus on our diversified business model of providing functionality to long life-cycle OEM customer platforms in attractive medical and advanced industrial niche markets;

Current wording

disciplined focus on our diversified business model of providing proprietary technology solutions to long life-cycle OEM customer platforms in attractive medical and advanced industrial niche markets;

Previous wording

In recent years, the global economy has faced significant challenges, including inflation, supply chain disruptions, business slowdowns, labor shortages, and market volatility. We address macroeconomic challenges by continuing to execute our strategy. There have been improvements in the supply chain with better on-time deliveries, and recent efforts have successfully addressed talent shortages. However, uncertainty remains about overall macroeconomic conditions due to geopolitical tensions and possible changes in trade policies.

Current wording

In recent years, the global economy has faced significant challenges, including inflation, supply chain disruptions, business slowdowns, labor shortages, and market volatility, and new and proposed tariffs announced by the U.S. Presidential Administration have introduced additional uncertainty. We address macroeconomic challenges by continuing to execute our strategy. There have been improvements in the supply chain with better on-time deliveries, and recent efforts have successfully addressed talent shortages. However, uncertainty remains about overall macroeconomic conditions due to geopolitical tensions and changes in trade policies.

Previous wording

Economic tensions and changes in trade policies, such as higher tariffs, retaliatory measures, and renegotiated free trade agreements, changes in government funding, and the ongoing impact from prolonged inflationary pressures could impact the global market for our products. In addition, we continue to monitor geopolitical conflict in Israel, Russia and Ukraine for any potential impact on our businesses.

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 related cost to manufacture.

Previous wording

Total revenue for 2024 was $949.2 million, an increase of $67.6 million, or 7.7%, versus 2023. This increase was primarily due to revenue from our 2024 acquisition, partially offset by a decrease in demand in the advanced industrial and medical end markets. The effect of our 2024 acquisition resulted in an increase in revenue of $82.4 million, or 9.4%.

Current wording

Total revenue for 2025 was $980.6 million, an increase of $31.4 million, or 3.3%, versus 2024. This increase was primarily due to revenue from our 2025 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 our 2025 acquisition. The net effect of our current year acquisition resulted in an increase in revenue of $21.8 million, or 2.3%. In addition, foreign currency exchange rate favorably impacted our revenue by $14.6 million or 1.5%, in 2025.

Previous wording

Operating income for 2024 was $110.6 million, and remained flat versus the prior year. This was primarily attributable to an increase in gross profit of $21.6 million, partially offset by an increase in selling, general and administrative (“SG&A”) expenses of $11.5 million, an increase in amortization expense of $5.3 million, an increase in research and development and engineering (“R&D”) expenses of $3.8 million, and an increase in restructuring, acquisition and related costs of $0.9 million.

Current wording

Operating income for 2025 was $94.0 million, a decrease of $16.6 million, or 15.0%, versus 2024. This was primarily attributable to an increase in selling, general and administrative (“SG&A”) expenses of $19.7 million, an increase in restructuring, acquisition and related costs of $8.9 million, and an increase in amortization expense of $1.7 million, partially offset by an increase in gross profit of $13.7 million.

Previous wording

Basic earnings per common share (“basic EPS”) of $1.78 in 2024 decreased $0.25 from basic EPS of $2.03 in 2023. Diluted earnings per common share (“diluted EPS”) of $1.77 in 2024 decreased $0.25 from diluted EPS of $2.02 in 2023. The decreases in basic EPS and diluted EPS were primarily attributable to an increase in interest expense and an increase in income tax provision.

Current wording

Basic earnings per common share (“basic EPS”) of $1.47 in 2025 decreased $0.31 from basic EPS of $1.78 in 2024. Diluted earnings per common share (“diluted EPS”) of $1.47 in 2025 decreased $0.30 from diluted EPS of $1.77 in 2024. The decreases in basic EPS and diluted EPS were primarily attributable to lower operating income, partially offset by reduced interest expense.

Previous wording

Medical Solutions segment revenue in 2024 increased $76.2 million, or 19.9%, versus 2023, primarily due to revenue from our 2024 acquisition, and an increase in sales from our advanced surgery products, partially offset by a decrease in revenue from our precision medicine products.

Current wording

Medical Solutions segment revenue in 2025 increased $21.1 million, or 4.6%, versus 2024, primarily driven by a $33.7 million increase in revenue from our advanced surgery products, partially offset by a $12.6 million decline in precision medicine products. The decrease in precision medicine product revenue was primarily attributable to lower demand, partially offset by revenue contributions from our 2025 acquisition.

Previous wording

Medical Solutions segment gross profit for 2024 increased by $19.2 million, or 11.2%, versus 2023, primarily due to an increase in revenue. Medical Solutions gross profit margin was 41.4% for 2024, versus a gross profit margin of 44.7% for 2023. The decrease in gross profit margin was primarily due to an inventory related charge associated with a precision medicine product, and the dilutive effect of our 2024 acquisition, partially offset by improved factory utilization in our advanced surgery products.

Current wording

Medical Solutions segment gross profit for 2025 increased by $9.7 million, or 5.1%, versus 2024, primarily due to an increase in revenue. Medical Solutions gross profit margin was 41.6% for 2025, versus a gross profit margin of 41.4% for 2024. The increase in gross profit margin was primarily attributable to margin improvements in advanced surgery products, driven by increased factory utilization and productivity, partially offset by margin declines due to temporary cost increases incurred as part of our regionalized manufacturing strategy and lower factory utilization for precision medicine products. In addition, 2024 gross profit margin included a one-time inventory related charge associated with a product line closure and amortization of inventory fair value adjustment associated with our 2024 acquisition.

Previous wording

R&D expenses were $95.5 million, or 10.1% of revenue, in 2024, versus $91.7 million, or 10.4% of revenue, in 2023. R&D expenses increased in terms of total dollars primarily due to an increase in costs from our 2024 acquisition.

Current wording

R&D expenses were $95.5 million, or 9.7% of revenue, in 2025, versus $95.5 million, or 10.1% of revenue, in 2024.

Previous wording

SG&A expenses were $175.9 million, or 18.5% of revenue, in 2024, versus $164.5 million, or 18.7% of revenue, in 2023. SG&A expenses increased in terms of total dollars primarily due to increases in costs from our 2024 acquisition and discretionary spending.

Current wording

SG&A expenses were $195.7 million, or 20.0% of revenue, in 2025, versus $175.9 million, or 18.5% of revenue, in 2024. SG&A expenses increased in terms of total dollars and as a percentage of revenue primarily due to costs associated with the planning and design phase of our financial and operation system implementation, costs incurred in connection with an insurance recovery claim, and increased costs from our 2025 acquisition.

Previous wording

Amortization of purchased intangible assets, excluding the amortization of developed technologies that is included in cost of revenue, was $25.8 million, or 2.7% of revenue, in 2024, versus $20.4 million, or 2.3% of revenue, in 2023. The increase, in terms of total dollars and as a percentage of revenue, was the result of more acquired intangible assets from our 2024 acquisition.

Current wording

Amortization of purchased intangible assets, excluding the amortization of developed technologies that is included in cost of revenue, was $27.5 million, or 2.8% of revenue, in 2025, versus $25.8 million, or 2.7% of revenue, in 2024. The increase, in terms of total dollars and as a percentage of revenue, was the result of more acquired intangible assets from our 2025 acquisition, partially offset by certain intangible assets being fully amortized in 2025.

Previous wording

Automation Enabling Technologies segment operating income was $106.4 million, or 21.7% of revenue, in 2024, versus $96.3 million, or 19.3% of revenue, in 2023. The increase in operating income was primarily due to a decrease in restructuring, acquisition and related costs of $6.8 million, a decrease in R&D expenses of $4.0 million, and a decrease in amortization expense of $1.7 million, partially offset by an increase in SG&A expenses of $2.6 million.

Current wording

Automation Enabling Technologies segment operating income was $114.5 million, or 22.9% of revenue, in 2025, versus $106.4 million, or 21.7% of revenue, in 2024. The increase in operating income was primarily due to an increase in gross profit of $4.5 million, a decrease in restructuring, acquisition and related costs of $1.8 million, a decrease in amortization expense of $1.4 million, and a decrease in R&D expenses of $1.2 million, partially offset by an increase in SG&A expenses of $0.9 million.

Previous wording

Medical Solutions segment operating income was $57.5 million, or 12.5% of revenue, in 2024, versus $63.3 million, or 16.5% of revenue, in 2023. The decrease in operating income was primarily due to an increase in R&D expenses of $7.7 million, an increase in amortization expense of $7.1 million as a result of our 2024 acquisition, an increase in restructuring, acquisition and related costs of $5.6 million and an increase in SG&A expenses of $4.6 million, partially offset by an increase in gross profit of $19.2 million.

Current wording

Medical Solutions segment operating income was $51.2 million, or 10.7% of revenue, in 2025, versus $57.5 million, or 12.5% of revenue, in 2024. The decrease in operating income was primarily due to an increase in SG&A expenses of $6.2 million, an increase in restructuring, acquisition and related costs of $5.5 million, an increase in amortization expenses of $3.1 million as a result of our 2025 acquisition, and an increase in R&D expenses of $1.2 million, partially offset by an increase in gross profit of $9.7 million.

Previous wording

Unallocated costs for 2024 increased by $4.3 million, or 8.8%, from 2023. The increase in operating loss was primarily due to an increase in SG&A expenses.

Current wording

Unallocated costs for 2025 increased by $18.3 million, or 34.4%, from 2024. The increase in operating loss was primarily driven by costs associated with the planning and design phase of our financial and operation system implementation, costs associated with the 2025 restructuring program, and costs incurred in connection with an insurance recovery claim.

Previous wording

Net interest expense was $31.5 million in 2024 versus $25.8 million in 2023. The increase in net interest expense was primarily due to an increase in average debt levels to fund the 2024 acquisition and an increase in the weighted average interest rate, partially offset by an increase in interest income. The weighted average interest rate on our outstanding debt was 6.58% and 6.21% for 2024 and 2023, respectively. Included in net interest expense was non-cash interest expense of approximately $1.2 million for both 2024 and 2023, related to the amortization of deferred financing costs on our debt.

Current wording

Net interest expense was $21.5 million in 2025 versus $31.5 million in 2024. The decrease in net interest expense was primarily due to a decrease in average debt levels and a decrease in the weighted average interest rate. The weighted average interest rate on our outstanding debt was 5.57% and 6.58% for 2025 and 2024, respectively. Included in net interest expense was non-cash interest expense of approximately $1.5 million for 2025 and $1.2 million 2024, related to the amortization of deferred financing costs. Net interest expense also included $0.9 million interest expense related to the amortizing notes.

Previous wording

Foreign exchange transaction gains (losses) were nominal in 2024, 2023, and 2022.

Current wording

Foreign exchange transaction gains (losses) were $(2.2) million in 2025, and nominal in 2024. 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.

Previous wording

We recorded a tax provision of $15.0 million in 2024, compared to a tax provision of $10.9 million in 2023. The effective tax rate for 2024 was 18.9% of income before income taxes, compared to an effective tax rate of 13.0% of income before income taxes for 2023. Our effective tax rate for 2024 differed from the Canadian statutory rate of 29.0% primarily due to the mix of income earned in jurisdictions with varying tax rates, $3.0 million benefit for foreign derived intangible income, $4.0 million benefit from U.K. patent box deductions and $2.6 million benefit from R&D and other tax credits, partially offset by a $1.9 million increase in valuation allowances and a $1.7 million detriment related to disallowed compensation.

Current wording

We recorded a tax provision of $15.8 million in 2025, compared to a tax provision of $15.0 million in 2024. The effective tax rate for 2025 was 22.7% of income before income taxes, compared to an effective tax rate of 18.9% of income before income taxes for 2024. Our effective tax rate for 2025 differed from the combined 29% Canadian federal and provincial statutory rate, which are 15% and 14%, respectively, primarily due to the mix of income earned in jurisdictions with varying tax rates. Additionally, the Company reported a $0.7 million benefit for foreign derived intangible income, a $6.7 million benefit from U.K. patent box deductions, and a $2.4 million benefit for R&D and other U.S. tax credits. These benefits to the Company’s tax rate are partially offset by a $1.9 million detriment related to non-tax deductible employee compensation, a $1.5 million detriment related to Base Erosion and Anti-Abuse Tax (“BEAT”), a $1.0 million detriment related to Pillar Two minimum taxes, and $1.1 million of withholding taxes.

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 determined that we have no Pillar Two tax adjustments. Although future legislation or changes in our financial results could materially increase our global minimum tax expense, this legislation did not have a direct material impact in 2024.

Current wording

On December 12, 2022, the EU member states agreed to implement the Organisation for Economic Co-operation and Development’s (“OECD”) Pillar Two Model Rules. These rules, which establish a global minimum corporate income tax rate of 15%, have been enacted or proposed legislation in numerous countries worldwide, including most of the jurisdictions in which we operate. We qualify for 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 monitor any legislative developments closely.

Previous wording

Net income was $64.1 million for 2024, compared to $72.9 million for 2023, and $74.1 million for 2022, reflecting the impact of the factors described above.

Current wording

Net income was $53.8 million for 2025, compared to $64.1 million for 2024, reflecting the impact of the factors described above.

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 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 feature under our revolving credit agreement. We may 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. 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 debt and related interest payments. Our primary sources of liquidity are cash flows from operations and borrowings under our Senior Credit Facilities. 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 Senior Credit Facilities 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 feature under our Credit Agreement. We may 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. There is no assurance that such capital will be available on reasonable terms or at all.

Previous wording

Significant factors affecting the management of our ongoing cash requirements are the adequacy of available bank lines of credit and our ability to attract long-term capital with satisfactory terms. The sources of our liquidity are subject to all of the risks of our business and could be adversely affected by, among other factors, risks associated with events outside of our control, such as economic consequences of global pandemics and geopolitical conflicts, prolonged supply chain disruptions and electronics and other material shortages, a decrease in demand for our products, our ability to integrate current and future acquisitions, deterioration in certain financial ratios, availability of borrowings under our revolving credit facility, and market changes in general. See “Risks Relating to Our Common Shares and Our Capital Structure” included in Item 1A of this Annual Report on Form 10-K.

Current wording

Significant factors affecting the management of our ongoing cash requirements are the adequacy of available bank lines of credit and our ability to attract long-term capital with satisfactory terms. The sources of our liquidity are subject to all of the risks of our business and could be adversely affected by, among other factors, risks associated with events outside of our control, such as economic consequences of geopolitical conflicts and global pandemics, prolonged supply chain disruptions and electronics and other material shortages, a decrease in demand for our products, our ability to integrate current and future acquisitions, deterioration in certain financial ratios, availability of borrowings under our Senior Credit Facilities, and market changes in general. See “Risks Relating to Our Common Shares and Our Capital Structure” included in Item 1A of this Annual Report on Form 10-K.

Previous wording

As of December 31, 2024, $71.7 million of our $114.0 million of cash and cash equivalents was held by our subsidiaries outside of North America. 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 $86.6 million of the outstanding borrowings under our senior credit facilities were held in our subsidiaries outside of North America as of December 31, 2024. Additionally, we may use intercompany loans to address short-term cash flow needs from various subsidiaries.

Current wording

As of December 31, 2025, $67.6 million of our $380.9 million of cash and cash equivalents was held by our subsidiaries outside of North America. 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 $74.0 million of the outstanding borrowings under our Senior Credit Facilities were held in our subsidiaries outside of North America as of December 31, 2025. Additionally, we may use intercompany loans to address short-term cash flow needs from various subsidiaries.

Previous wording

In May 2021, our shareholders approved a special resolution to amend the Company’s articles to authorize up to 7.0 million preferred shares for future issuance. Our Board of Directors may designate and issue one or more series of preferred shares in order to raise additional capital, provided that no shares of any series may be entitled to more than one vote per share. As of December 31, 2024, no preferred shares were issued and outstanding.

Current wording

The Company’s articles authorize up to 7.0 million preferred shares for future issuance. Our Board of Directors may designate and issue one or more series of preferred shares in order to raise additional capital, provided that no shares of any series may be entitled to more than one vote per share. As of December 31, 2025, no preferred shares were issued and outstanding.

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, effective after our prior repurchase plan was completed. Share repurchases have been made under the 2020 Repurchase Plan pursuant to Rule 10b-18 under the Securities Exchange Act of 1934. During the year ended December 31, 2022, we repurchased 4 thousand shares for an aggregate purchase price of $0.5 million at an average price of $116.95 per share under the 2020 Repurchase Plan. No shares were repurchased during the years ended December 31, 2024 or 2023. As of December 31, 2024, we had $49.5 million available for share repurchases under the 2020 Repurchase Plan.

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, effective after our prior repurchase plan was completed. Share repurchases have been made under the 2020 Repurchase Plan pursuant to Rule 10b-18 under the Securities Exchange Act of 1934. During the year ended December 31, 2025, we repurchased 357 thousand shares for an aggregate purchase price of $39.3 million at an average price of $110.17 per share under the 2020 Repurchase Plan. No shares were repurchased during the years ended December 31, 2024 or 2023. As of December 31, 2025, we had $10.2 million available for share repurchases under the 2020 Repurchase Plan.

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 term loan facility requires quarterly scheduled principal repayments of approximately €1.1 million that began 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 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 that began 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 December 31, 2024, we had $70.4 (€67.6) million term loan and $348.8 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% to 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 December 31, 2024, we had outstanding borrowings under the Senior Credit Facilities denominated in Euro and U.S. Dollars of $86.6 million and $332.6 million, respectively.

Current wording

As of December 31, 2025, we had $74.0 (€63.1) million outstanding under the Euro Term Loans and $75.0 million outstanding under the U.S. Term Loans. As of December 31, 2025, we had no outstanding revolver borrowings under our Senior Credit Facilities. The borrowings under the Fourth Amended and Restated Credit Agreement bear interest at the Base Rate (as defined in the Fourth Amended and Restated 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 December 31, 2025, we had outstanding borrowings under the Senior Credit Facilities denominated in Euro and U.S. Dollars of $74.0 million and $75.0 million, respectively.

Previous wording

The Credit Agreement contains various covenants that, we believe, are usual and customary for this type of agreement, including a maximum allowed leverage ratio and a minimum required fixed charge coverage ratio (as defined in the Third Amended and Restated Credit Agreement). The following table summarizes these financial covenants and our compliance therewith as of December 31, 2024:

Current wording

The Fourth Amended and Restated Credit Agreement contains various covenants that, we believe, are usual and customary for this type of agreement, including a maximum allowed leverage ratio and a minimum required fixed charge coverage ratio (as defined in the Fourth Amended and Restated Credit Agreement). The following table summarizes these financial covenants and our compliance therewith as of December 31, 2025:

Previous wording

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

Maximum consolidated leverage ratio shall be increased to 4.25 for four consecutive quarters following a designated acquisition, as defined in the Fourth Amended and Restated Credit Agreement.

Previous wording

In addition, the Credit Agreement contains various other customary representations, warranties and covenants applicable to the Company and its subsidiaries, including: (i) limitations on certain payments; (ii) limitations on fundamental changes involving the Company; (iii) limitations on the disposition of assets; and (iv) limitations on indebtedness, investments, and liens.

Current wording

In addition, the Fourth Amended and Restated Credit Agreement contains various other customary representations, warranties and covenants applicable to the Company and its subsidiaries, including: (i) limitations on certain payments; (ii) limitations on fundamental changes involving the Company; (iii) limitations on the disposition of assets; and (iv) limitations on indebtedness, investments, and liens.

Previous wording

Cash and cash equivalents totaled $114.0 million as of December 31, 2024, versus $105.1 million as of December 31, 2023. The net increase in cash and cash equivalents is primarily attributable to cash provided by operating activities of $158.5 million, and $198.0 million of borrowings under our revolving credit agreement, partially offset by $191.2 million of cash consideration for the 2024 acquisition, $131.1 million of debt repayments, $17.2 million of capital expenditures, and $9.7 million of payroll withholding tax payments related to net share settlement upon vesting of share-based compensation awards.

Current wording

Cash and cash equivalents totaled $380.9 million as of December 31, 2025, versus $114.0 million as of December 31, 2024. The net increase in cash and cash equivalents is primarily attributable to $614.4 million of proceeds from the issuance of tangible equity units, net of issuance costs paid, $82.8 million of borrowings under our Senior Credit Facilities, and cash provided by operating activities of $64.1 million, partially offset by $365.7 million of debt repayments, $64.3 million of cash consideration for our 2025 acquisition, $39.3 million related to the repurchase of common shares, $15.6 million of capital expenditures, and $7.8 million of payroll tax payments upon vesting of share-based compensation awards.

Previous wording

Net cash used in investing activities was $19.9 million in 2023, primarily related to capital expenditures of $20.0 million.

Current wording

Net cash used in investing activities was $74.3 million in 2025, primarily related to the $64.3 million of cash consideration (net of cash acquired) paid for our 2025 acquisition and capital expenditures of $15.6 million.

Previous wording

Net cash used in investing activities was $208.2 million in 2024, primarily related to the $191.2 million of cash considerations (net of cash acquired) paid for our 2024 acquisition and capital expenditures of $17.2 million.

Current wording

Net cash used in investing activities was $208.2 million in 2024, primarily related to the $191.2 million of cash consideration (net of cash acquired) paid for our 2024 acquisition and capital expenditures of $17.2 million.

Previous wording

We have no material commitments to purchase property, plant and equipment as of December 31, 2024. We expect to use 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 have no material commitments to purchase property, plant and equipment as of December 31, 2025. We expect to use approximately $20 million to $25 million in 2026 for capital expenditures related to investments in new property, plant and equipment for our existing businesses.

Previous wording

In 2025, we are contractually required to make $4.7 million in repayments under our term loan facility. In addition, we may make optional repayments under our revolving credit facility from time to time with available cash generated from future operating activities.

Current wording

In 2026, we are contractually required to make $6.2 million in repayments under our term loan facilities. In addition, we are contractually required to make $33.9 million in repayments under our Amortizing Notes.

Previous wording

Our funding policy is to fund the U.K. Plan based on actuarial methods as permitted by the Pensions Regulator in the U.K. The results of funding valuations depend on both the funding deficit and the assumptions used, such as asset returns, discount rates, mortality rates, retail price inflation and other market driven assumptions. Each assumption used represents one estimate of many possible future outcomes. The final cost to us will be determined by events as they actually become known, including actual return on plan assets and pension payments to plan participants. As of December 31, 2024, the fair value of plan assets exceeded the projected benefit obligation under the U.K. Plan by $4.2 million. Based on the results of the most recent funding valuation in 2024, we will not be required to contribute any additional funds for the next three years. Future annual funding contributions, if any, will be determined in the next statutory funding valuation in 2027.

Current wording

Our funding policy is to fund the U.K. Plan based on actuarial methods as permitted by the Pensions Regulator in the U.K. The results of funding valuations depend on both the funding deficit and the assumptions used, such as asset returns, discount rates, mortality rates, retail price inflation and other market driven assumptions. Each assumption used represents one estimate of many possible future outcomes. The final cost to us will be determined by events as they actually become known, including actual return on plan assets and pension payments to plan participants. As of December 31, 2025, the fair value of plan assets exceeded the projected benefit obligation under the U.K. Plan by $4.2 million. Based on the results of the most recent funding valuation in 2024, we will not be required to contribute any additional funds for the next two years. Future annual funding contributions, if any, will be determined in the next statutory funding valuation in 2027.

Previous wording

As of December 31, 2024, future interest payments under our Senior Credit Facilities are estimated to be approximately $52.7 million through maturity based on the current contractual term, with $24.4 million payable within the next twelve months. These estimates are based on current interest rates on floating rate obligations, as defined in the Third Amended and Restated Credit Agreement, for the remainder of the contractual life of both the term loan and outstanding borrowings under the revolving credit facility, and the current commitment fee rate was used for the unused commitments under the revolving credit facility as of December 31, 2024. These estimates also assume only quarterly term loan payments are made and outstanding revolving credit facility remains unchanged throughout the remainder of the contractual term. Actual future interest payments will vary due to changes in our debt level and interest rates. See Note 11, “Debt,” in the Consolidated Financial Statements for further details of our debt obligations and the timing of expected future payments.

Current wording

As of December 31, 2025, future interest payments under our Senior Credit Facilities are estimated to be approximately $33.6 million through maturity based on the current contractual term, with $8.1 million payable within the next twelve months. These estimates are based on current interest rates on floating rate obligations, as defined in the Fourth Amended and Restated Credit Agreement, for the remainder of the contractual life of both the term loan and outstanding borrowings under the revolving credit facility, and the current commitment fee rate was used for the unused commitments under the revolving credit facility as of December 31, 2025. These estimates also assume only quarterly term loan payments are made and outstanding revolving credit facility remains unchanged throughout the remainder of the contractual term. Actual future interest payments will vary due to changes in our debt level and interest rates. See Note 11, “Debt,” in the Consolidated Financial Statements for further details of our debt obligations and the timing of expected future payments.

Previous wording

We have entered into various lease agreements for office and manufacturing facilities, vehicles, and equipment used in the normal course of business. As of December 31, 2024, undiscounted operating and finance lease obligations were $65.8 million, with $12.5 million payable within the next twelve months. See Note 12, “Leases,” in the Consolidated Financial Statements for further details of our obligations and the timing of expected future payments.

Current wording

We have entered into various lease agreements for office and manufacturing facilities, vehicles, and equipment used in the normal course of business. As of December 31, 2025, undiscounted operating and finance lease obligations were $62.8 million, with $12.6 million payable within the next twelve months. See Note 13, “Leases,” in the Consolidated Financial Statements for further details of our obligations and the timing of expected future payments.

Showing the first 40 of 46 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

In September 2025, our Board of Directors approved a share repurchase plan (the “2025 Repurchase Plan”) authorizing the repurchase of $200.0 million worth of common shares. No shares have been repurchased under the 2025 Repurchase Plan as of December 31, 2025.

Current report — wording carried from elsewhere

As of December 31, 2025, future interest payments under the Amortizing Notes are estimated to be approximately $11.5 million through maturity based on the current contractual term, with $6.0 million payable within the next twelve months.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

Purchasing Managers Index 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 report — wording carried elsewhere

Amortization of purchased intangible assets, excluding the amortization of developed technologies that is included in cost of revenue, was $20.4 million, or 2.3% of revenue, in 2023, versus $26.3 million, or 3.1% of revenue, in 2022. The decrease, in terms of total dollars and as a percentage of revenue, was primarily due to certain intangible assets being fully amortized in 2022.

Previous report — wording carried elsewhere

Net interest expense was $25.8 million in 2023 versus $15.6 million in 2022. The increase in net interest expense was primarily due to an increase in the weighted average interest rate, partially offset by a decrease in average debt levels under our senior credit facilities. The weighted average interest rate on our outstanding debt was 6.21% and 3.24% for 2023 and 2022, respectively. Included in net interest expense was non-cash interest expense of approximately $1.2 million for both 2023 and 2022, related to the amortization of deferred financing costs on our debt.

Previous report — wording carried elsewhere

We recorded a tax provision of $10.9 million in 2023. The effective tax rate for 2023 was 13.0% of income before income taxes. Our effective tax rate for 2023 differed from the Canadian statutory rate of 29.0% primarily due to the mix of income earned in jurisdictions with varying tax rates, $4.5 million benefit for foreign derived intangible income, $4.2 million benefit from U.K. patent box deductions and $3.6 million benefit from R&D and other tax credits, partially offset by $2.1 million increase in valuation allowances and a $2.6 million detriment related to disallowed compensation.