Skip to main content

LivaNova PLC

For the period ended Mar 31, 2025. Filed May 7, 2025.

View on SEC.gov

About 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.

Mar 31, 2025 · Filed May 7, 2025

LIVN$89.99-1.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-10-31.

0001639691-24-000134

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-07.

0001639691-25-000042

Item 2. 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 79 previous paragraphs and 80 current paragraphs.

38 unchanged; 26 reworded; 15 added; 15 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 6 previous and 6 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 (15)

Current report

In addition, the impact that the imposition of tariffs and changes to global trade policies could have on the Company’s results of operations is uncertain. A significant number of LivaNova’s Cardiopulmonary products and component parts are sourced and produced outside of the U.S., including in Italy and Germany. Similarly, LivaNova manufactures its Neuromodulation products in the U.S., which are then often distributed internationally. For additional information, see “Part II, Item 1A. Risk Factors” of this Report.

Current report

In May 2025, the Company announced the 12-month, top-line data from its OSPREY clinical trial, evaluating outcomes with the aura6000 System for the treatment of moderate to severe OSA. At 12 months of therapy, the treatment arm responder rate was 65%, with responders defined as those who realized at least a 50% improvement from the baseline AHI and an AHI value below 20. When comparing baseline median values to six and 12 months of therapy (assessed at the seven- and 13-month follow-up visits, respectively), OSPREY subjects showed significant reductions in AHI and ODI over time. Further, after 12 months of treatment, OSPREY subjects in the device stimulation group experienced clinically meaningful improvements in the Epworth Sleepiness Scale and the Functional Outcomes of Sleep Questionnaire.

Current report

(1)“Europe” includes the UK, Germany, France, Italy, the Netherlands, Spain, Belgium, Poland, Sweden, Switzerland, Austria, Norway, Portugal, Finland, and Denmark. Excluding Europe and the U.S., “Rest of World” includes all other countries where LivaNova operates.

Current report

Neuromodulation segment income for the three months ended March 31, 2025 was $52.4 million compared to $46.7 million for the three months ended March 31, 2024. The increase in segment income was primarily due to the increase in net revenue, as described above, as well as a net decrease in R&D expense, primarily resulting from a reduction in costs associated with the Company’s DTD program of $5.3 million.

Current report

Cost of sales as a percentage of net revenue was 30.3% for the three months ended March 31, 2025, an increase of 0.6 percentage points compared to the three months ended March 31, 2024 and was consistent with volume leverage.

Current report

SG&A expense as a percentage of net revenue was 42.2% for the three months ended March 31, 2025, a decrease of 1.8 percentage points compared to the three months ended March 31, 2024 primarily resulting from insurance recoveries and a decline in costs associated with the November 2023 cybersecurity incident.

Current report

R&D expense as a percentage of net revenue was 12.0% for the three months ended March 31, 2025, a decrease of 3.5 percentage points compared to the three months ended March 31, 2024. The decrease was primarily due to a reduction in costs associated with the Company’s DTD program of $5.3 million.

Current report

On March 14, 2025, the Italian Supreme Court issued its decision in response to all of the appeals of the Company and counter-appeals submitted by the Public Administrations. The Italian Supreme Court determined that LivaNova can be held jointly and severally liable for the established liabilities of SNIA at the time of demerger as well as the environmental liabilities of the demerged company that materialized after the demerger which are derived from actions performed prior to the demerger.

Current report

As a result of the decision by the Italian Supreme Court, the Company recorded a current liability of €333.3 million ($360.4 million) as of and for the three months ended March 31, 2025 as its best estimate of the liability inclusive of estimated costs, fees, interest, and taxes. These estimated costs do not include legal fees, which are expensed as incurred and included in SG&A on LivaNova’s condensed consolidated statements of income (loss). The Company has determined that it has sufficient resources to cover the liability given its cash and cash equivalents of $738.4 million as of March 31, 2025.

Current report

For additional information, please refer to “Note 5. Commitments and Contingencies” in the condensed consolidated financial statements in this Report.

Current report

LivaNova is subject to income taxes as well as non-income-based taxes in the U.S., the UK, the EU, and various other jurisdictions. LivaNova will continue to monitor legislative developments including the adoption of Pillar Two and related guidance in the UK and other jurisdictions that may impact LivaNova’s operations.

Current report

For information on LivaNova’s debt obligations, refer to “Note 4. Financing Arrangements” and “Note 13. Subsequent Event” in the condensed consolidated financial statements in this Report.

Current report

(1)On March 31, 2025, as a result of the decision by the Italian Supreme Court, the SNIA Litigation Guarantee was terminated, and the restriction on the cash deposit held as collateral was released. For additional information, refer to “Note 5. Commitments and Contingencies” in the condensed consolidated financial statements in this Report.

Current report

Cash provided by operating activities for the three months ended March 31, 2025 increased $14.0 million compared to the same prior year period, primarily due to higher customer collections resulting from an increase in sales, as well as lower payments to vendors and for restructuring activities, partially offset by an increase in annual incentive payouts and higher cash outflows for inventories.
Removed paragraphs (15)

Previous report

In March 2024, the Company announced that the OSPREY clinical study had achieved a positive predictive outcome, and as a result, enrollment concluded early. This development signified that there is a greater than 97.5% probability that the OSPREY trial will successfully meet its primary endpoint.

Previous report

LivaNova’s Neuromodulation segment also includes costs associated with the Company’s former heart failure program, which the Company wound down during 2023.

Previous report

(1)Includes countries in Europe where the Company has a direct sales presence. Countries in Europe where sales are made through distributors are included in “Rest of World.”

Previous report

NM - Indicates that variance as a percentage is not meaningful.

Previous report

Neuromodulation segment income for the three and nine months ended September 30, 2024 was $49.5 million and $151.0 million, respectively, compared to $41.9 million and $107.1 million for the three and nine months ended September 30, 2023, respectively. These increases in segment income were primarily due to increases in net revenue, as described above. Segment income for the nine-month comparative period also increased due to a net decrease in R&D expenses, primarily associated with the winding down of the Company’s heart failure program of $21.7 million, partially offset by an increase in R&D expenses associated with the Company’s DTD program of $6.5 million. For the three-month comparative period, the increase in segment income was partially offset by a net increase in R&D expenses, primarily associated with the Company’s DTD program of $6.0 million, partially offset by a decrease in R&D expenses associated with the winding down of the Company’s heart failure program of $4.9 million.

Previous report

Cost of sales as a percentage of net revenue was 29.2% and 30.1% for the three and nine months ended September 30, 2024, respectively, down 0.3 and 1.0 percentage points compared to the three and nine months ended September 30, 2023, respectively. For the nine-month comparative period, cost of sales as a percentage of net revenue decreased primarily due to a decrease in amortization resulting from the impairment of the ACS segment’s developed technology intangible asset in 2023.

Previous report

SG&A expense as a percentage of net revenue was 41.4% and 41.9% for the three and nine months ended September 30, 2024, respectively, down 5.7 and 3.7 percentage points compared to the three and nine months ended September 30, 2023, respectively. These decreases were primarily due to a decrease in sales and marketing expenses driven by the winding down of the ACS segment, as described above, as well as an increase in net revenue, partially offset by $2.5 million and $8.2 million in costs during the three and nine months ended September 30, 2024, respectively, associated with the November 2023 cybersecurity incident, as described above.

Previous report

R&D expense as a percentage of net revenue was 15.3% and 14.9% for the three and nine months ended September 30, 2024, respectively, down 1.0 and 2.6 percentage points compared to both the three and nine months ended September 30, 2023, respectively. These decreases were primarily due to R&D expense declines of $4.9 million and $21.7 million for the three- and nine-month comparative periods, respectively, associated with winding down the Company’s heart failure program, which was completed during the fourth quarter of 2023, and R&D expense declines of $1.7 million and $4.4 million for the three- and nine-month comparative periods, respectively, associated with winding down the Company’s ACS segment, as described above. These decreases were partially offset by increases of $6.0 million and $6.5 million for the three- and nine-month comparative periods, respectively, associated with the Company’s DTD program.

Previous report

In connection with the 2025 Notes Repurchase Transaction, during the nine months ended September 30, 2024, LivaNova incurred a loss on debt extinguishment of $25.5 million. For additional information, refer to “Note 5. Financing Arrangements” in the condensed consolidated financial statements in this Report.

Previous report

On July 11, 2023, the UK Act implemented the Pillar Two framework, providing a minimum effective tax rate of 15.0%, including both a multinational top-up tax and a domestic top-up tax for accounting periods beginning on or after December 31, 2023. The UK Act also included a transitional safe harbor election for accounting periods beginning on or before December 31, 2026. This minimum tax is treated as a period cost beginning in 2024 and has not had a material impact on the Company's consolidated results of operations for the current period. LivaNova will continue to monitor related guidance in the UK and other jurisdictions that impact LivaNova’s operations.

Previous report

On March 8, 2024, LivaNova and LivaNova USA entered into Incremental Facility Amendment No. 3, which provides for LivaNova USA to obtain revolving commitments in an aggregate principal amount of $225.0 million. For additional information, refer to “Note 5. Financing Arrangements” in the condensed consolidated financial statements in this Report.

Previous report

On March 8, 2024, LivaNova issued $345.0 million aggregate principal amount of 2.50% notes due 2029. The 2029 Notes are senior unsecured obligations of the Company. In connection with pricing the 2029 Notes, the Company entered into privately-negotiated capped call transactions with certain financial institutions. The Company used part of the proceeds from the issuance of the 2029 Notes to repurchase $230.0 million aggregate principal amount of the 2025 Notes in privately-negotiated transactions for an aggregate cash repurchase consideration of $270.5 million. Contemporaneously with the 2025 Notes Repurchase Transaction, the Company and the financial institutions party to the 2025 Capped Calls agreed to terminate a portion of the 2025 Capped Calls in a notional amount corresponding to the amount of 2025 Notes repurchased. For additional information on LivaNova’s debt obligations and Capped Call Transactions, refer to “Note 3. Derivatives and Risk Management” and “Note 5. Financing Arrangements” in the condensed consolidated financial statements in this Report.

Previous report

Cash provided by operating activities during the nine months ended September 30, 2024 increased $83.4 million, compared to the same prior year period, primarily due to (i) an increase in net income adjusted for non-cash items of $61.3 million, (ii) an increase in customer collections, (iii) reduced cash outflows for inventories, and (iv) a decrease in 3T Heater-Cooler litigation settlement payments of $17.1 million.
Reworded paragraphs (26)

Previous wording

The current macroeconomic environment, including inflationary pressures, geopolitical instability, and supply chain challenges, has impacted and may continue to impact LivaNova’s business and profitability. Furthermore, LivaNova continues to experience logistical, capacity, and labor constraints. However, to date, the Company’s supply of raw materials and the production and distribution of finished products have not been materially affected. The Company continues to respond to such challenges, and while LivaNova has business continuity plans in place, the impact of the ongoing challenges the Company is navigating, along with their potential escalation, may adversely affect its business.

Current wording

The current macroeconomic environment, including FX volatility, inflationary pressures, geopolitical instability, and supply chain challenges, has impacted and may continue to impact LivaNova’s business, results of operations, cash flows, and financial condition. Furthermore, LivaNova continues to experience logistical, capacity, and labor constraints. However, to date, the Company’s supply of raw materials and the production and distribution of finished products have not been materially affected. The Company continues to respond to such challenges, and while LivaNova has business continuity plans in place, the impact of the ongoing challenges the Company is navigating, along with their potential escalation, may adversely affect its business.

Previous wording

As previously disclosed, in November 2023, LivaNova detected a cybersecurity incident that resulted in a disruption of portions of the Company’s information technology systems. Promptly after detecting the issue, LivaNova began an investigation with assistance from external cybersecurity experts and coordinated with law enforcement. The Company quickly implemented remediation measures to mitigate the impact of the incident. The Company also assessed the nature and scope of the affected data, analyzed its legal notification obligations, and notified affected individuals and regulators as required by applicable law. The Company believes the incident is contained and mitigation efforts are complete.

Current wording

As previously disclosed, in November 2023, LivaNova detected a cybersecurity incident that resulted in a disruption of portions of the Company’s information technology systems. Promptly after detecting the issue, LivaNova began an investigation with assistance from external cybersecurity experts and coordinated with law enforcement. The Company implemented remediation measures to mitigate the impact of the incident. The Company also assessed the nature and scope of the affected data, analyzed its statutory notification obligations, and notified affected individuals and regulators as required by applicable law. For further discussion on legal and regulatory developments, refer to “Note 5. Commitments and Contingencies” in the condensed consolidated financial statements in this Report. The incident has been contained, and the Company’s mitigation efforts are considered complete.

Previous wording

Through September 30, 2024, LivaNova incurred direct costs totaling $10.8 million in connection with this cybersecurity incident, including $2.5 million and $8.2 million during the three and nine months ended September 30, 2024, respectively. These costs primarily include external cybersecurity expert and legal fees, system restoration costs, and a $1.2 million provision related to the class action settlement, as discussed in “Note 6. Commitments and Contingencies” in the condensed consolidated financial statements in this Report, and do not include business interruption losses. The Company expects to incur additional costs related to this incident in the future. LivaNova maintains insurance, including cyber insurance, which is subject to certain retentions and policy limitations that will likely limit the amount that the insurers may pay the Company. LivaNova has filed claims for insurance reimbursement of covered costs and business interruption losses related to this incident and has submitted additional claims and supplemental requests for reimbursement as new costs have been incurred. LivaNova has not yet received reimbursement or recognized a receivable. The Company’s insurance coverage will likely be insufficient to cover all costs and expenses related to this cybersecurity incident or may be unavailable to cover all costs and expenses related to this cybersecurity incident.

Current wording

Through March 31, 2025, LivaNova incurred direct costs totaling $12.4 million in connection with this cybersecurity incident, including $0.8 million and $2.8 million for the three months ended March 31, 2025 and 2024, respectively. The total direct costs incurred primarily include external cybersecurity expert and legal fees, system restoration costs, and a $1.2 million provision related to the class action settlement, and do not include business interruption losses. The Company expects to incur additional costs related to this incident in the future. For further discussion on potential legal and regulatory developments, refer to “Note 5. Commitments and Contingencies” in the condensed consolidated financial statements in this Report. LivaNova maintains insurance, including cyber insurance, which is subject to certain retentions and policy limitations that will likely limit the amount that the insurers may reimburse the Company. LivaNova has filed claims for insurance reimbursement of covered costs and business interruption losses related to this incident and has submitted additional claims and supplemental requests for reimbursement as new costs have been incurred. Through March 31, 2025, LivaNova had received $8.6 million, including $5.2 million in reimbursement of business incident costs and $3.4 million in reimbursement of business interruption losses. For the three months ended March 31, 2025, LivaNova received $0.1 million in reimbursement of business incident costs. The

Previous wording

Prior to the first quarter of 2024, LivaNova operated through three segments: Cardiopulmonary, Neuromodulation, and ACS. During the first quarter of 2024, the Company reorganized its operating and reporting structure upon initiating the 2024 Restructuring Plan. This involved transitioning all ACS standalone cannulae and accessories, including ProtekDuo and transseptal (TandemHeart) cannulae, into its Cardiopulmonary segment. Operations for other ACS products, including LifeSPARC and Hemolung systems, will be discontinued by the end of 2024. For additional information, refer to “Note 2. Restructuring” in the condensed consolidated financial statements in this Report. This restructuring, along with changes in how the Company’s CODM regularly reviews information, allocates resources, and assesses performance, resulted in modifications to LivaNova’s reportable segments. Specifically, LivaNova’s former ACS segment is now included in “Other,” excluding the ACS standalone cannulae and accessories business, which is now included in the Cardiopulmonary reportable segment. As a result, LivaNova now has two reportable segments: Cardiopulmonary and Neuromodulation. The segment financial information presented herein reflects these changes for all periods presented. For additional information regarding LivaNova’s reportable segments, historical financial information, and its methodology for the presentation of financial results, refer to the condensed consolidated financial statements and accompanying notes of this Report.

Current wording

LivaNova has two reportable segments: Cardiopulmonary and Neuromodulation. For additional information regarding LivaNova’s reportable segments, historical financial information, and its methodology for the presentation of financial results, refer to the condensed consolidated financial statements and accompanying notes of this Report.

Previous wording

LivaNova’s Cardiopulmonary segment is engaged in the design, development, manufacture, marketing, and selling of cardiopulmonary products, including HLMs, oxygenators, autotransfusion systems, perfusion tubing systems, cannulae, and other related accessories. In particular, the Cardiopulmonary segment includes the Essenz Perfusion System, the Company’s next-generation HLM with an embedded patient monitor for tailored patient care strategies and sensing technology for data-driven decision making during cardiopulmonary bypass procedures.

Current wording

LivaNova’s Cardiopulmonary segment is engaged in the design, development, manufacture, marketing, and sale of cardiopulmonary products, including HLMs, oxygenators, autotransfusion systems, perfusion tubing systems, cannulae, and other related accessories. In particular, the Cardiopulmonary segment includes the Essenz Perfusion System, the Company’s next-generation HLM with an embedded patient monitor for tailored patient care strategies and sensing technology for data-driven decision-making during cardiopulmonary bypass procedures.

Previous wording

Information on the Cardiopulmonary segment that could potentially impact LivaNova’s condensed consolidated financial statements and related disclosures is incorporated by reference to Part I. “Note 6. Commitments and Contingencies: Product Liability Litigation.”

Current wording

Information on the Cardiopulmonary segment that could potentially impact LivaNova’s condensed consolidated financial statements and related disclosures is incorporated by reference to “Note 5. Commitments and Contingencies: Product Liability Litigation” in the condensed consolidated financial statements in this Report.

Previous wording

LivaNova’s Neuromodulation segment is engaged in the design, development, manufacture, marketing, and selling of devices that deliver neuromodulation therapy for treating DRE and DTD. LivaNova’s principal Neuromodulation product, the VNS Therapy System, consists of an implantable pulse generator and connective lead that stimulates the vagus nerve; surgical equipment to assist with the implant procedure; equipment and instruction manuals enabling a treating physician to set parameters for a patient’s pulse generator; and for epilepsy, magnets to manually suspend or induce nerve stimulation. The lead does not need to be removed to replace a generator with a depleted battery.

Current wording

LivaNova’s Neuromodulation segment is engaged in the design, development, manufacture, marketing, and sale of devices that deliver neuromodulation therapy for treating DRE and DTD. LivaNova’s principal Neuromodulation product, the VNS Therapy System, consists of an implantable pulse generator and connective lead that stimulates the vagus nerve, surgical equipment to assist with the implant procedure, and equipment and instruction manuals that enable a treating physician to set parameters for a patient’s pulse generator. The lead does not need to be removed to replace a generator with a depleted battery.

Previous wording

The Neuromodulation segment is also engaged in the development and management of clinical testing for LivaNova’s aura6000 System for treating OSA. The aura6000 device stimulates the hypoglossal nerve, which engages specific tongue and palate muscles to open the airway while a patient sleeps. LivaNova’s OSPREY clinical trial seeks to confirm the safety and effectiveness of the aura6000 System.

Current wording

The Neuromodulation segment is also engaged in the development and management of clinical testing for LivaNova’s aura6000 System for treating OSA. The aura6000 device stimulates the hypoglossal nerve, which engages specific tongue and palate muscles to open the airway while a patient sleeps.

Previous wording

In June 2024, the Company announced the preliminary results for the unipolar patient cohort of the RECOVER clinical study, assessing the use of VNS Therapy in treatment-resistant depression. The study did not meet its primary endpoint for the unipolar cohort; however, statistical significance was achieved in select secondary endpoints. The Company expects to publish two manuscripts on the unipolar cohort data, including details on the primary endpoint and secondary endpoints, in peer-reviewed journals in the fourth quarter of 2024. The Company intends to continue pursuing coverage for VNS Therapy while reducing investment in the DTD program in 2025.

Current wording

In June 2024, the Company announced the preliminary results for the unipolar patient cohort of the RECOVER clinical study, assessing the use of VNS Therapy for DTD. The study did not meet its primary endpoint for the unipolar cohort; however, statistical significance was achieved in select secondary endpoints. These secondary endpoints demonstrated meaningful clinical benefits, as detailed in two articles published in the journal, Brain Stimulation, on December 18, 2024, further reinforcing the potential of VNS Therapy to improve outcomes for patients with treatment-resistant depression. In March 2025, the Journal of Affective Disorders published an article examining the impact of outcome classification, observation period, and depression rating scale on symptom improvement in RECOVER study patients with treatment-resistant depressed treated with VNS Therapy. On April 14, 2025, the Journal of Mood & Anxiety Disorders published an article examining how the “tripartite” metric based on depressive symptoms, daily function, and quality of life can demonstrate clinically meaningful benefits in patients with treatment-resistant depression, using the RECOVER trial database. These articles support the use of VNS Therapy in patients with DTD. Upon publication of the fifth and last critical manuscript, the Company expects to initiate the reconsideration submission process with CMS.

Previous wording

For a discussion of LivaNova’s critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2023 Form 10-K. During the nine months ended September 30, 2024, there were no material changes to the application of critical accounting policies and estimates previously disclosed in LivaNova’s 2023 Form 10-K.

Current wording

For a discussion of LivaNova’s critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2024 Form 10-K. For the three months ended March 31, 2025, there were no material changes to the application of critical accounting policies and estimates previously disclosed in LivaNova’s 2024 Form 10-K.

Previous wording

(2)“Other Revenue” includes revenue from the Company’s former ACS reportable segment, as discussed above, as well as rental and site services income not allocated to segments.

Current wording

(2)“Other Revenue” includes rental and site services income not allocated to segments. In addition, “Other Revenue” for the three months ended March 31, 2024 includes revenue from the Company’s former ACS reportable segment.

Previous wording

(1)For a reconciliation of segment income to consolidated income (loss) before tax, refer to “Note 11. Geographic and Segment Information” in the condensed consolidated financial statements in this Report.

Current wording

(1)For a reconciliation of segment income to consolidated loss before tax, refer to “Note 10. Geographic and Segment Information” in the condensed consolidated financial statements in this Report.

Previous wording

Cardiopulmonary net revenue for the three and nine months ended September 30, 2024 increased 15.6% to $172.2 million and 14.4% to $501.8 million, respectively, compared to the three and nine months ended September 30, 2023, with growth across all regions, driven by Essenz Perfusion System sales and strong consumables demand.

Current wording

Cardiopulmonary net revenue for the three months ended March 31, 2025 increased 13.1% to $176.3 million compared to the three months ended March 31, 2024, with growth across all regions, driven by Essenz Perfusion System sales and strong consumables demand.

Previous wording

Cardiopulmonary segment income for the three and nine months ended September 30, 2024 was $21.7 million and $56.0 million, respectively, compared to segment loss of $2.2 million and segment income of $19.8 million for the three and nine months ended September 30, 2023, respectively. These increases in segment income were primarily due to increases in net revenue, as described above, as well as decreases in the litigation provision related to LivaNova’s 3T Heater-Cooler device of $5.9 million and $8.9 million, for the three- and nine-month comparative periods, respectively.

Current wording

Cardiopulmonary segment income for the three months ended March 31, 2025 was $24.7 million, compared to segment income of $14.7 million for the three months ended March 31, 2024. The increase in segment income was primarily due to an increase in net revenue, as described above, as well as a decrease in the amount recorded for the litigation provision related to LivaNova’s 3T Heater-Cooler device of $5.7 million.

Previous wording

Neuromodulation net revenue for the three and nine months ended September 30, 2024 increased 8.5% to $139.9 million and 8.8% to $416.6 million, respectively, compared to the three and nine months ended September 30, 2023, with growth in the U.S. and Rest of World regions, partially offset by a decline in Europe.

Current wording

Neuromodulation net revenue for the three months ended March 31, 2025 increased 3.8% to $138.9 million compared to the three months ended March 31, 2024, driven by strength in the Europe and Rest of World regions.

Previous wording

Other operating expenses primarily consists of the litigation provision related to LivaNova’s 3T Heater-Cooler device as well as restructuring expense.

Current wording

Other operating expenses primarily consists of charges related to LivaNova’s 3T Heater-Cooler device litigation provision and restructuring expense.

Previous wording

Other operating expenses as a percentage of net revenue was 2.9% and 3.2% for the three and nine months ended September 30, 2024, respectively, decreases of 2.7 and 0.3 percentage points compared to the three and nine months ended September 30, 2023, respectively. The decreases were primarily due to declines of $5.9 million and $8.9 million in the amount recorded for the litigation provision related to LivaNova’s 3T Heater-Cooler device for the three- and nine-month comparative periods, respectively, and a decrease in the Saluggia decommissioning provision of $2.3 million recorded during the three and nine months ended September 30, 2023. These decreases were partially offset by increases in restructuring expense of $1.4 million and $11.8 million for the three- and nine-month comparative periods, respectively, resulting from the 2024 Restructuring Plan. For additional information, refer to “Note 2. Restructuring” and “Note 6. Commitments and Contingencies” in the condensed consolidated financial statements in this Report.

Current wording

Other operating expenses as a percentage of net revenue was 0.2% for the three months ended March 31, 2025, a decrease of 5.1 percentage points compared to the three months ended March 31, 2024. The decrease was due to a $9.3 million decrease in restructuring costs associated with the 2024 Restructuring Plan, as well as a $5.7 million decrease in the amount recorded for the litigation provision related to LivaNova’s 3T Heater-Cooler device. For additional information, please refer to “Note 5. Commitments and Contingencies,” in the condensed consolidated financial statements in this Report.

Previous wording

Interest expense increased to $15.9 million and $47.3 million for the three and nine months ended September 30, 2024, respectively, compared to $15.0 million and $43.2 million for the three and nine months ended September 30, 2023, respectively, primarily due to increases in average borrowings and the amortization of debt issuance costs. Additionally, interest expense for the nine-month comparative period increased due to an increase in interest rates. For additional information, refer to “Note 5. Financing Arrangements” in the condensed consolidated financial statements in this Report.

Current wording

Interest expense decreased to $15.3 million for the three months ended March 31, 2025 compared to $15.9 million for the three months ended March 31, 2024, primarily due to decreases in interest rates, partially offset by an increase in amortization of debt issuance costs and an increase in average borrowings. For additional information, refer to “Note 4. Financing Arrangements” in the condensed consolidated financial statements in this Report.

Previous wording

Foreign exchange and other income/(expense) consists primarily of gains and losses arising from transactions denominated in a currency different from an entity’s functional currency, FX derivative gains and losses, interest income, changes in the fair value of embedded and capped call derivatives, and an impairment of LivaNova’s investment in ShiraTronics.

Current wording

Foreign exchange and other income/(expense) consists primarily of gains and losses arising from transactions denominated in a currency different from an entity’s functional currency, FX derivative gains and losses, interest income, changes in the fair value of embedded and capped call derivatives, and gains and losses associated with LivaNova’s investments.

Previous wording

Foreign exchange and other income/(expense) was income of $24.7 million and $12.6 million for the three and nine months ended September 30, 2024, respectively, compared to income of $8.6 million and $36.8 million for the three and nine months ended September 30, 2023, respectively. For additional information, refer to “Note 12. Supplemental Financial Information” in the condensed consolidated financial statements in this Report.

Current wording

Foreign exchange and other income/(expense) was income of $11.4 million for the three months ended March 31, 2025, compared to expense of $9.1 million for the three months ended March 31, 2024. For additional information, refer to “Note 11. Supplemental Financial Information” in the condensed consolidated financial statements in this Report.

Previous wording

LivaNova PLC is a resident in the UK. LivaNova’s effective income tax rate fluctuates based on, among other factors, changes in pre-tax income in countries with varying statutory tax rates, valuation allowances, tax credits and incentives, and unrecognized tax benefits associated with uncertain tax positions. LivaNova’s tax returns are periodically audited or subjected to review by tax authorities. The Company operates in multiple jurisdictions worldwide and assesses the recoverability of its deferred tax assets for each period and jurisdiction by considering whether it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company considers all available evidence (both positive and negative) in determining whether a valuation allowance is required. Depending on operating results in the future, a release of a valuation allowance could occur within the next 12 months. The timing and amount of the valuation allowance release could vary based on the Company’s assessment of all available evidence.

Current wording

LivaNova PLC is a resident in the UK. LivaNova’s effective income tax rate fluctuates based on, among other factors, changes in pre-tax income in countries with varying statutory tax rates, valuation allowances, tax credits and incentives, unrecognized tax benefits associated with uncertain tax positions, and tax laws. LivaNova’s tax returns are periodically audited or subjected to review by tax authorities. The Company operates in multiple jurisdictions worldwide and assesses the recoverability of its deferred tax assets for each period and jurisdiction by considering whether it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company considers all available evidence (both positive and negative) in determining whether a valuation allowance is required. Depending on operating results in the future, a release of a valuation allowance could occur within the next 12 months. The timing and amount of the valuation allowance release could vary based on the Company’s assessment of all available evidence.

Previous wording

LivaNova’s effective income tax rate for the three and nine months ended September 30, 2024 was 25.9% and 76.9%, respectively, compared to (268.4)% and 90.1% for the three and nine months ended September 30, 2023, respectively. The change in the effective tax rate for both the three and nine months ended September 30, 2024, compared to the prior year periods, was primarily attributable to changes in valuation allowances, year-over-year changes in income before tax in countries with varying statutory tax rates, and certain discrete tax items.

Current wording

LivaNova’s effective income tax rate for the three months ended March 31, 2025 was (3.7)% compared to (22.6)% for the three months ended March 31, 2024. The change in the effective tax rate for the three months ended March 31, 2025, compared to the prior year period, was primarily attributable to year-over-year changes in income before tax in countries with varying statutory tax rates, certain discrete tax items, including the SNIA environmental liability, and changes in valuation allowances.

Previous wording

Based on LivaNova’s current business plan, the Company believes that its sources of liquidity, which primarily consist of cash and cash equivalents, future cash generated from operations, and available borrowings under its revolving credit facility, will be sufficient to fund its uses of liquidity, primarily consisting of day-to-day operating expenses, working capital, capital expenditures, acquisition earn-outs, and debt service requirements over the twelve-month period beginning from the issuance date of this Report. From time to time, LivaNova may access debt and/or equity markets to optimize its capital structure, raise additional capital, or increase liquidity as necessary. LivaNova’s liquidity could be adversely affected by the factors affecting future operating results, including those referred to in “Part I, Item 1A. Risk Factors” in the 2023 Form 10-K, as well as “Note 6. Commitments and Contingencies” in the condensed consolidated financial statements in this Report.

Current wording

Based on LivaNova’s current business plan, which includes estimates and assumptions regarding the amount and timing of cash receipts and payments, the Company believes that its sources of liquidity, which primarily consist of cash and cash equivalents, future cash generated from operations, and available borrowings under its revolving credit facility, will be sufficient to fund its uses of liquidity, primarily consisting of day-to-day operating expenses, working capital, capital expenditures, acquisition earnouts, commitments and contingencies, including the SNIA environmental liability, and debt service requirements over the twelve-month period beginning from the issuance date of this Report. From time to time, LivaNova may access debt and/or equity markets to optimize its capital structure, raise additional capital, or increase liquidity, as necessary. LivaNova’s liquidity could be adversely affected by the factors affecting future operating results, including those referred to in “Part I, Item 1A. Risk Factors” in the 2024 Form 10-K, as well as “Note 5. Commitments and Contingencies” in the condensed consolidated financial statements in this Report.

Previous wording

LivaNova’s operating and working capital obligations primarily consist of liabilities arising from the normal course of business, including inventory supply contracts, the future settlement of derivative instruments, and future payments of operating leases, as well as contingent consideration arrangements resulting from acquisitions and obligations associated with legal and other accruals.

Current wording

LivaNova’s operating and working capital obligations primarily consist of liabilities arising from the normal course of business, including inventory supply contracts, the future settlement of derivative instruments, and future lease payments, as well as contingent consideration arrangements resulting from acquisitions and obligations associated with legal and other accruals.

Previous wording

Cash used in investing activities during the nine months ended September 30, 2024 increased $9.3 million, compared to the same prior year period, primarily due to an increase in purchases of property, plant, and equipment of $14.6 million, primarily related to purchases and development of internal-use software, partially offset by a decrease in purchases of equity investments of $5.7 million.

Current wording

Cash used in investing activities for the three months ended March 31, 2025 increased $4.3 million compared to the same prior year period, primarily due to an increase in purchases of property, plant, and equipment of $4.4 million, principally related to purchases and development of internal-use software.

Previous wording

Cash provided by financing activities during the nine months ended September 30, 2024 decreased $4.5 million, compared to the same prior year period, primarily due to payment of the ALung contingent consideration arrangement of $13.8 million during the nine months ended September 30, 2024, partially offset by an increase in proceeds associated with net debt borrowings and repayments of $6.5 million.

Current wording

Cash provided by financing activities for the three months ended March 31, 2025 decreased $41.6 million compared to the same prior year period, primarily due to a decrease in proceeds from net debt borrowings and repayments of $55.6 million, partially offset by the payment of the ALung contingent consideration arrangement during the three months ended March 31, 2024 of $13.8 million.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Company’s insurance coverage may be insufficient to cover all costs and expenses related to this cybersecurity incident or may be unavailable to cover all costs and expenses related to this cybersecurity incident.