Envista Holdings Corp
For the period ended Mar 28, 2025. Filed May 1, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 28, 2025 · Filed May 1, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-27; filed 2024-10-30.
0001757073-24-000078
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-28; filed 2025-05-01.
0001757073-25-000028
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 118 previous paragraphs and 100 current paragraphs.
63 unchanged; 31 reworded; 5 added; 24 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 11 previous and 10 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 (5)
Current report
Trade Policies and Regulations
Current report
Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to certain markets. In particular, trade tensions between the U.S. and China have led to increased tariffs and trade restrictions. The U.S. has recently significantly increased tariffs on products imported from China into the U.S. and implemented new tariffs on imports into the U.S. from other countries, particularly from Canada and Mexico. In response to these proposed tariffs, some foreign countries, including China, have instituted retaliatory tariffs, which impact our products, while other countries have threatened retaliatory tariffs on certain U.S. products. It is difficult to predict what further trade-related actions governments may take, which may include trade restrictions and additional or increased tariffs and export controls imposed on short notice. We expect to largely offset the impact of the existing tariffs with mitigating actions including supply chain adjustments, pricing strategies, and managing costs. To the extent that we are unable to offset the tariffs or if the tariffs or our countermeasures negatively impact demand, our business, financial condition, results of operations or cash flows would be adversely affected. Any future tariffs and trade restrictions may also adversely affect our business, financial condition, results of operations or cash flows.
Current report
We also hold certain receivables and payables denominated in a currency other than the U.S dollar. Movement in the related foreign currency rates in relation to the U.S. dollar may also impact our results of operations.
Current report
Sales and core sales growth for the three months ended March 28, 2025 decreased 2.1% and 0.7%, respectively, compared to the comparable period in 2024. A decrease in sales volume negatively impacted sales by 1.3% and was partially due to changes in revenue deferral related to our clear aligner treatment plans. This decrease in sales volume was partially offset by a 0.6% increase to price. Geographically, sales for the three months ended March 28, 2025 decreased primarily due to lower demand in China and North America, partially offset by Europe.
Current report
On February 5, 2025, our Board of Directors authorized a stock repurchase program, allowing us to purchase up to $250 million of our outstanding common stock through December 31, 2026. Stock repurchases made in connection with this program totaled approximately $18.9 million or 1.1 million shares during the three months ended March 28, 2025. Refer to Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds” in this Quarterly Report on Form 10-Q for more details. The cash outflows associated with the Company’s stock repurchase are classified in financing activities in the accompanying Condensed Consolidated Statements of Cash Flows.
Removed paragraphs (24)
Previous report
Sales and core sales growth for the three months ended September 27, 2024 decreased 4.8% and 5.3%, respectively, as compared to the corresponding period in 2023. A decrease in sales volume driven by channel inventory realignment, and changes to revenue deferral related to our clear aligner treatment plans negatively impacted sales by 6.8% on a period-over-period basis, partially offset by an increase in sales price of 1.5%. Sales volume for the three months ended September 27, 2024 was negatively impacted by an overall sales decrease driven by lower demand in North America, Europe and China.
Previous report
The increase in cost of sales and decrease in gross profit margin during the nine months ended September 27, 2024 as compared to the comparable period in 2023, was primarily driven by unfavorable product mix, higher costs due to unfavorable foreign currency exchange rates, the impairment of certain long-lived assets and lower period-over-period savings associated with productivity improvements. The decrease in gross profit margin percentage was further impacted by lower volume driven by channel inventory realignment, and changes to revenue deferral related to our clear aligner treatment plans, partially offset by a 0.9% increase in sales price.
Previous report
The increase in SG&A expenses as a percentage of sales for the nine months ended September 27, 2024 as compared to the comparable period of 2023, was primarily due to higher sales and marketing investments, increased compensation, increased bad debt and higher legal settlement costs, partially offset by a decrease in amortization of intangible assets.
Previous report
Goodwill and intangible asset impairment for the nine months ended September 27, 2024 of $1,153.8 million consisted of a $960.5 million goodwill charge and a $193.3 million intangible asset charge. Approximately $707.8 million of the goodwill impairment charge related to our Specialty Products & Technologies segment and $252.7 million related to our Equipment & Consumables segment. The reduction in value was due to adverse macroeconomic factors as a result of weakened global demand, a sustained suppressed stock price, higher cost of capital, and increased raw material, supply chain and service costs, which contributed to reduced revenue forecasts, lower operating margins, and reduced expectations of future cash flows.
Previous report
The intangible asset impairment charges consisted of $101.1 million related to certain indefinite-lived trade names within the Specialty Products & Technologies segment and $92.2 million which consisted of certain finite-lived patents and technology and customer relationships within the Equipment & Consumables segment and was primarily due to a reduction in projected cash flows discussed above.
Previous report
There were no goodwill and intangible asset impairment charges recorded for the three months ended September 27, 2024 nor for the three or nine month periods ended September 29, 2023.
Previous report
OTHER INCOME (EXPENSE), NET
Previous report
Other income, net for the three months ended September 27, 2024 primarily consists of net gains on investments, while Other expense, net for the three months ended September 29, 2023 primarily consists of $29.0 million of inducement and other expenses associated with the Notes Exchanges and a loss on investments of $3.3 million.
Previous report
Other expense, net for the nine months ended September 27, 2024 primarily consists of net losses on investments, while Other expense, net for the nine months ended September 29, 2023 consists primarily of $29.0 million of inducement and other expenses associated with the Notes Exchanges, offset by a $3.6 million net gain on investments.
Previous report
Our effective tax rate of 0.1% for the nine months ended September 27, 2024 differed from the comparable periodin 2023 primarily due to nondeductible impairment charges for goodwill and intangible assets, the impact of a valuation allowance against certain U.S. interest carryfowards in 2024 and the impact of the nondeductible convertible debt inducement expense in 2023.
Previous report
Sales and core sales growth for the three months ended September 27, 2024 decreased 4.5% and 5.2%, respectively, compared to the comparable period in 2023. The decrease in sales and core sales was primarily due to changes to the revenue deferral related to our clear aligner treatment plans on a period-over-period basis. Prices remained consistent with the comparable period in 2023.
Previous report
Sales and core sales growth for the nine months ended September 27, 2024 decreased 1.7% and 1.1% , respectively, compared to the comparable period in 2023. The decrease in sales and core sales was primarily due to changes to the revenue deferral related to our clear aligner treatment plans on a period-over-period basis. Prices remained consistent with the comparable period in 2023.
Previous report
Overall sales for the three months ended September 27, 2024 decreased primarily due to lower sales in North America, Europe and China, while overall sales for the nine months ended September 27, 2024 decreased primarily due to lower sales in North America and Europe, partially offset by Russia and China.
Previous report
Operating profit margin was 5.2% for the nine months ended September 27, 2024, as compared to an operating profit margin of 15.3% for the comparable period of 2023. The decrease in operating profit margin was primarily due to lower sales, including the impact from changes to the revenue deferral related to our clear aligner treatment plans, the impairment of certain long-lived assets, higher bad debt costs, unfavorable product mix, lower period-over-period savings associated with productivity improvements, higher costs due to unfavorable foreign exchange rates and our investment in our long-term growth initiatives.
Previous report
Sales and core sales growth for the nine months ended September 27, 2024 decreased 6.1%, and 5.5%, respectively, compared to the comparable period in 2023. A decrease in sales volume driven by channel inventory realignment negatively impacted sales by 8.0% on a period-over-period basis, partially offset by an increase in sales price of 2.5%. The decrease in sales for the nine months ended September 27, 2024 is primarily due to lower demand from North America, Europe and China, partially offset by Russia.
Previous report
Acquired Intangibles
Previous report
Our business acquisitions typically result in the recognition of goodwill, technology, customer relationships and other intangible assets, which affect the amount of future period amortization expense and possible impairment charges that we may incur. Refer to Note 6 to our Condensed Consolidated Financial Statements for a description of our policies relating to goodwill and acquired intangibles.
Previous report
We review goodwill and identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. We also test goodwill and intangible assets with indefinite lives at least annually for impairment. Determining whether an impairment loss occurred requires valuation, including making a comparison of the carrying amount to the sum of discounted cash flows expected to be generated by the asset. These analyses require us to make judgments and estimates about future sales, expenses, market conditions and discount rates related to these assets. If actual results are not consistent with our estimates and assumptions, goodwill and other intangible assets may be overstated and a charge would need to be taken to net income which would adversely affect our consolidated financial statements.
Previous report
During the second quarter ended June 28, 2024, we identified indicators of a "more likely than not" impairment related to various reporting units within our Specialty Products & Technologies and Equipment & Consumables segments. For goodwill, we used the income approach in performing our goodwill impairment test to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value amount. Our reporting units are the financial components of operating segments which constitute businesses for which discrete financial information is available and regularly reviewed by segment management. The income approach uses a discounted cash flow model with inputs developed using both internal and market-based data. Our significant assumptions in the discounted cash flow models vary amongst, and are specific to, each reporting unit which include, but are not limited to, discount rates, revenue growth rates, and operating margin assumptions. The discounted cash flow model requires judgments and assumptions about projected sales growth, future operating margins, discount rates and terminal values. There are inherent uncertainties related to these assumptions and our judgment in applying them to the analysis of goodwill impairment.
Previous report
Our goodwill impairment analysis at June 28, 2024 indicated that the fair value of five of our eight reporting units did not exceed their carrying values and consequently resulted in a $960.5 million impairment charge. The excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for the three reporting units not impaired, ranged from approximately 38% to approximately 88%, and zero for the five reporting units with impairments. In order to evaluate the sensitivity of the fair value calculations used in the goodwill impairment test, we applied a hypothetical 10% decrease to the fair values of each reporting unit and compared those hypothetical values to the reporting unit carrying values. Based on this hypothetical 10% decrease, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for the three reporting units not impaired, ranged from approximately 24% to approximately 69%. For the five impaired reporting units, the application of a hypothetical 10% decrease in fair value would result in an additional impairment of approximately $289 million.
Previous report
For indefinite-lived intangible assets, we used the relief from royalty method to estimate the fair value. Our significant assumptions vary amongst, and are specific to, each underlying indefinite-lived intangible asset which includes, but is not limited to, discount rates, revenue growth rates assumptions (including perpetual growth rates) and royalty rates. As a result of our indefinite-lived intangible asset impairment test at June 28, 2024, we recorded an impairment charge of $101.1 million related to certain indefinite-lived trade names within the Specialty Products & Technologies segment. The reduction in value was primarily due to a reduction in projected cash flows as discussed above.
Previous report
Our impairment analysis for indefinite-lived intangible assets at June 28, 2024 indicated that the fair value of two of our three trade names did not exceed their carrying value and consequently resulted in a $101.1 million impairment charge. The excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the asset) for the remaining intangible asset was approximately 41%. In order to evaluate the sensitivity of the fair value calculations used in the indefinite-lived intangible asset impairment test, we applied a hypothetical 10% decrease to the fair value and compared that hypothetical value to the underlying asset carrying value. Based on this hypothetical 10% decrease, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the intangible asset) for the intangible asset was approximately 27%. For the two trade names impaired, the application of a hypothetical 10% decrease in fair value would result in an additional impairment of approximately $20 million.
Previous report
As of and for the three months ended September 27, 2024, there were no events or changes in circumstance to indicate that the carrying value of goodwill or intangible assets may not be recoverable. As a result, we did not record any impairment loss for goodwill and identified assets for the three months ended September 27, 2024.
Previous report
Furthermore, we review the carrying amounts of other finite-lived intangible assets whenever events or circumstances indicate that the carrying amounts of an asset may not be recoverable. Impairment indicators include, among other factors, cash flow deficits, historic or anticipated declines in revenue or operating profit, and adverse legal or regulatory developments. If it is determined that such indicators are present and the review indicates that the assets will not be fully recoverable based on undiscounted estimated cash flows, their carrying values are reduced to estimated fair market value. Estimated fair market value is determined primarily using projected cash flows discounted at a rate commensurate with the risk involved. For the purposes of identifying and measuring impairment, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. We recorded an impairment of $92.2 million related to developed technology and customer relationships within our Equipment & Consumables segment as of and for the three and six months ended June 28, 2024. We did not record any impairment loss for finite-lived intangible assets for the three months ended September 27, 2024.
Reworded paragraphs (31)
Previous wording
Certain statements included or incorporated by reference in this Quarterly Report are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; future regulatory approvals and the timing thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Envista intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to, the following: the conditions in the U.S. and global economy, the impact of inflation and increasing interest rates, international economic, political, legal, compliance and business factors, the markets served by us and the financial markets, the impact of our debt obligations on our operations and liquidity, developments and uncertainties in trade policies and regulations, contractions or growth rates and cyclicality of markets we serve, risks relating to product manufacturing, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole or limited sources of supply, disruptions relating to war, terrorism, climate change, widespread protests and civil unrest, man-made and natural disasters, pu…
Excerpt shortened here; the source contains the full paragraph.
Current wording
Certain statements included or incorporated by reference in this Quarterly Report are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; future regulatory approvals and the timing thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Envista intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to, the following: the conditions in the U.S. and global economy, the impact of inflation and increasing interest rates, slower economic growth or recession, international economic, political, legal, compliance and business factors, the markets served by us and the financial markets, the impact of our debt obligations on our operations and liquidity, developments and uncertainties in trade policies and regulations, including tariffs or other impositions on imported goods, contractions or growth rates and cyclicality of markets we serve, risks relating to product manufacturing, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole or limited sources of supply, disruptions relating to war, terr…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
We provide products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone, as well as to improve the aesthetics of the human smile. We help our customers deliver the best possible patient care through industry-leading solutions, technologies, and services. With leading brand names, innovative technology and significant market positions, we are a leading worldwide provider of a broad range of solutions to support implant-based tooth replacements, orthodontic treatments, diagnostic solutions, as well as general dental consumables, equipment and services, and are dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity. Our research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 30 countries across North America, Asia, Europe, the Middle East and Latin America.
Current wording
We provide products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone, as well as to improve the aesthetics of the human smile. We help our customers deliver the best possible patient care through industry-leading dental consumables, solutions, technologies, and services. With leading brand names, innovative technology and significant market positions, we are a leading worldwide provider of a broad range of solutions to support implant-based tooth replacements, orthodontic treatments, diagnostic solutions, as well as general dental consumables, equipment and services, and are dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity. Our research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 30 countries across North America, Asia, Europe, the Middle East and Latin America.
Previous wording
For the three and nine months ended September 27, 2024, sales derived from customers outside of the United States were 51.2% and 52.1%, respectively, compared to the three and nine months ended September 29, 2023 of 51.1% and 52.1%, respectively. As a global provider of dental consumables, equipment and services, our operations are affected by worldwide, regional and industry-specific economic and political factors. Given the broad range of dental products, software and services provided and geographies served, we do not use any indices other than general economic trends to predict our overall outlook. Our individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.
Current wording
For the three months ended March 28, 2025, sales derived from customers outside of the United States were 51.5% compared to the three months ended March 29, 2024 of 52.8%. As a global provider of dental consumables, equipment and services, our operations are affected by worldwide, regional and industry-specific economic and political factors. Given the broad range of dental products, software and services provided and geographies served, we do not use any indices other than general economic trends to predict our overall outlook. Our individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.
Previous wording
As a result of our geographic and product line diversity, we face a variety of opportunities and challenges, including rapid technological development in most of our served markets, the expansion and evolution of opportunities in emerging markets, trends and costs associated with a global labor force, consolidation of our competitors and increasing regulation. We operate in a highly competitive business environment in most markets, and our long-term growth and profitability will depend in particular on our ability to expand our business in emerging geographies and emerging market segments, identify, consummate and integrate appropriate acquisitions, develop innovative and differentiated new products and services, expand and improve the effectiveness of our sales force, continue to reduce costs and improve operating efficiency and quality and effectively address the demands of an increasingly regulated global environment. We are making significant investments to address the rapid pace of technological change in our served markets and to globalize our manufacturing, research and development and customer-facing resources (particularly in emerging markets and our dental implant business) in order to be responsive to our customers throughout the world and improve the efficiency of our operations.
Current wording
As a result of our geographic and product line diversity, we face a variety of opportunities and challenges, including rapid technological development in most of our served markets, the expansion and evolution of opportunities in emerging markets, trends and costs associated with a global labor force, consolidation of our competitors, trade restrictions and tariffs, and increasing regulation. We operate in a highly competitive business environment in most markets, and our long-term growth and profitability will depend in particular on our ability to expand our business in emerging geographies and emerging market segments, identify, consummate and integrate appropriate acquisitions, develop innovative and differentiated new products and services, expand and improve the effectiveness of our sales force, continue to reduce costs and improve operating efficiency and quality and effectively address the demands of an increasingly regulated global environment. We are making significant investments to address the rapid pace of technological change in our served markets and to globalize our manufacturing, research and development and customer-facing resources (particularly in emerging markets and our dental implant business) in order to be responsive to our customers throughout the world and improve the efficiency of our operations.
Previous wording
In addition to industry-specific factors, we, like other businesses, face challenges related to global economic conditions, including inflation, interest rates, fluctuating foreign currency exchange rates, slow economic growth, and continuing supply chain disruptions. Dental costs are largely out-of-pocket for the consumer and thus utilization rates can vary significantly depending on economic growth. While many of our products are considered necessary by patients regardless of the economic environment, certain products and services that support discretionary dental procedures may be more susceptible to changes in economic conditions.
Current wording
In addition to industry-specific factors, we, like other businesses, face challenges related to global economic conditions, including sustained inflation, increases in interest rates, fluctuating foreign currency exchange rates, slower economic growth or recession, trade policies and regulations, customer channel inventory realignment and continuing supply chain disruptions. Dental costs are largely out-of-pocket for the consumer and thus utilization rates can vary significantly depending on economic growth. While many of our products are considered necessary by patients regardless of the economic environment, certain products and services that support discretionary dental procedures may be more susceptible to changes in economic conditions.
Previous wording
On a period-over-period basis, currency exchange rates positively impacted reported sales by 0.5% for the three months ended September 27, 2024, compared to the comparable period of 2023, primarily due to the weakened U.S. dollar against major currencies. Additionally, on a period-over-period basis, currency exchange rates negatively impacted reported sales by 0.6% for the nine months ended September 27, 2024, compared to the comparable period of 2023, primarily due to the strength of the U.S. dollar against major currencies. Any future strengthening of the U.S. dollar against major currencies would negatively impact our sales and results of operations for the remainder of the year, and any weakening of the U.S. dollar against major currencies would positively impact our sales and results of operations for the remainder of the year.
Current wording
On a period-over-period basis, currency exchange rates negatively impacted reported sales by 1.4% for the three months ended March 28, 2025, compared to the comparable period of 2024, primarily due to the strengthening U.S. dollar against major currencies. Any future strengthening of the U.S. dollar against major currencies would adversely impact our sales and results of operations for the remainder of the year, and any weakening of the U.S. dollar against major currencies would positively impact our sales and results of operations for the remainder of the year.
Previous wording
Certain countries, as well as some private payors, also control the price of health care products, directly or indirectly, through reimbursement, payment, pricing or coverage limitations, tying reimbursement to outcomes or (in the case of governmental entities) compulsory licensing. For example, China has implemented volume-based procurement policies, a series of centralized reforms instituted in China on both a national and regional basis that has resulted in significant price cuts for medical and dental consumables.
Current wording
Certain countries, as well as some private payors, also control the price of health care products, directly or indirectly, through reimbursement, payment, pricing or coverage limitations, tying reimbursement to outcomes or (in the case of governmental entities) compulsory licensing. For example, China has implemented volume-based procurement policies (“VBP”), a series of centralized reforms instituted in China on both a national and regional basis that has resulted in significant price cuts for medical and dental consumables.
Previous wording
Russia’s invasion of Ukraine and the global response to this invasion, including sanctions imposed by the U.S. and other countries, could have an adverse impact on our business, including our ability to market and sell products in the affected regions, potentially heightening our risk of cyber security attacks, impacting our ability to enforce our intellectual property rights in Russia, creating disruptions in the global supply chain, and potentially having an adverse impact on the global economy, financial markets, energy markets, currency rates and otherwise. While we are experiencing volatility in sales from this region, Russia’s invasion of Ukraine did not have a material impact on our overall financial position or results of operations as of and for the three and nine months ended September 27, 2024 and September 29, 2023.
Current wording
Russia’s invasion of Ukraine and the global response to this invasion, including sanctions imposed by the U.S. and other countries, could have an adverse impact on our business, including our ability to market and sell products in the affected regions, potentially heightening our risk of cyber security attacks, impacting our ability to enforce our intellectual property rights in Russia, creating disruptions in the global supply chain, and potentially having an adverse impact on the global economy, financial markets, energy markets, currency rates and otherwise. While we are experiencing volatility in sales from this region, Russia’s invasion of Ukraine did not have a material impact on our overall financial position or results of operations as of and for the three months ended March 28, 2025 and March 29, 2024.
Previous wording
Ongoing Israel-Hamas War and Related Conflict
Current wording
Israel-Hamas War and Related Conflict
Previous wording
In response to the attacks in Israel and the subsequent and expanding hostilities, we continue to monitor the social, political, and economic environment in Israel and in the region for any impact to our operations. We maintain a production facility in Israel related to our Alpha-Bio Tech Implant brand. While we have experienced some volatility in the region, the Israel-Hamas War and related hostilities have not had a material impact on our business.
Current wording
In response to the attacks in Israel and the related hostilities and despite the recent ceasefire agreement and hostage deal, we continue to monitor the social, political, and economic environment in Israel and in the region for any impact to our operations. We maintain a production facility in Israel related to our Alpha-Bio Tech Implant brand. While we have experienced some volatility in the region, the Israel-Hamas War and related hostilities have not had a material impact on our business.
Previous wording
Usage Rate Assumptions Related To Aligner Treatment Plans
Current wording
Assumptions Related To Aligner Treatment Plans
Previous wording
Our aligner business, included in the Specialty, Products & Technologies segment, enters into revenue contracts that involve multiple future performance obligations which include optional aligners at no additional charge. Our treatment plans are comprised of the following performance obligations: initial aligner shipment and the subsequent shipments of any optional refinement aligners. For such plans, we also consider usage rates, which is the number of times a customer is expected to order additional refinement aligners. This usage rate is the basis for estimating the amount of transaction price to allocate to future performance obligations.
Current wording
Our aligner business, included in the Specialty Products & Technologies segment, enters into revenue contracts that involve multiple performance obligations which include optional aligners at no additional charge. Our treatment plans are comprised of the following performance obligations: initial aligner shipment and the subsequent shipments of any optional refinement aligners. For such plans, we also consider usage rates, which is the number of times a customer is expected to order additional refinement aligners. This usage rate is the basis for estimating the amount of transaction price to allocate to future performance obligations.
Previous wording
We continually review and update the usage rate and other related assumptions. As part of this review throughout 2024, we updated our assumptions based on our evaluation of current inputs and historical usage data. This evaluation resulted in certain changes, including an increase in the aggregate amount of transaction price allocated to future performance obligations for new treatment plans entered into during the year, which impacted the timing of revenue recognition. Future changes to usage rates and related assumptions may impact the pattern of revenue recognition for future treatment plans. The process of estimating the number of times a clear aligner customer is expected to order additional aligners after the initial aligner shipment requires judgment and evaluation of inputs, including historical usage data in order to predict future usage patterns.
Current wording
We continually review and update the usage rate and other related assumptions. Future changes to usage rates and related assumptions may impact the pattern of revenue recognition for future treatment plans. The process of estimating the number of times a clear aligner customer is expected to order additional aligners after the initial aligner shipment requires judgment and evaluation of inputs, including historical usage data in order to predict future usage patterns.
Previous wording
All comparisons, variances, increases or decreases discussed below are for the three and nine months ended September 27, 2024, compared to the three and nine months ended September 29, 2023.
Current wording
All comparisons, variances, increases or decreases discussed below are for the three months ended March 28, 2025, compared to the three months ended March 29, 2024.
Previous wording
Sales and core sales growth for the nine months ended September 27, 2024 decreased 3.3% and 2.7%, respectively, as compared to the corresponding period in 2023. A decrease in sales volume driven by channel inventory realignment, and changes to revenue deferral related to our aligner treatment plans negatively impacted sales by 3.6% on a period-over-period basis, partially offset by an increase in sales price of 0.9%. Sales volume for the nine months ended September 27, 2024 was negatively impacted by an overall sales decrease driven by lower demand in North America and Europe, partially offset by an increase in Russia and China.
Current wording
Sales for the three months ended March 28, 2025 decreased 1.1% while core sales growth increased by 0.2% as compared to the comparable period in 2024. An increase in sales price positively impacted sales by 1.0% on a period-over-period basis, partially offset by changes in revenue deferral related to our clear aligner treatment plans. Geographically, sales for the three months ended March 28, 2025 was negatively impacted by an overall sales decrease driven by lower demand in China, partially offset by an increase in North America.
Previous wording
The increase in cost of sales and the decrease in gross profit margin during the three months ended September 27, 2024 as compared to the comparable period in 2023, was primarily driven by unfavorable product mix, higher costs due to unfavorable foreign currency exchange rates, and lower period-over-period savings associated with productivity improvements. The decrease in gross profit margin percentage was further impacted by lower volume driven by channel inventory realignment, and changes to revenue deferral related to our clear aligner treatment plans, partially offset by a 1.5% increase in sales price.
Current wording
The increase in cost of sales and the decrease in gross profit margin during the three months ended March 28, 2025 as compared to the comparable period in 2024, was primarily driven by higher costs due to unfavorable foreign currency exchange rates and unfavorable product mix, partially offset by a 1.0% increase in sales price and higher period-over-period savings associated with productivity improvements.
Previous wording
The increase in SG&A expenses as a percentage of sales for the three months ended September 27, 2024 as compared to the comparable period of 2023, was primarily due to higher sales and marketing investments and increased compensation.
Current wording
The decrease in SG&A expenses as a percentage of sales for the three months ended March 28, 2025 as compared to the comparable period of 2024, was primarily due to lower general and administrative costs, including lower amortization expense on intangible assets, and bad debt.
Previous wording
R&D expenses as a percentage of sales for the three and nine months ended September 27, 2024, was consistent with the comparable periods in 2023.
Current wording
R&D expenses as a percentage of sales for the three months ended March 28, 2025, was consistent with the comparable period in 2024.
Previous wording
Interest costs were $11.9 million and $15.4 million for the three months ended September 27, 2024 and September 29, 2023, respectively, and $36.5 million and $49.5 million for the nine months ended September 27, 2024 and September 29, 2023, respectively. The decrease in interest expense was primarily due to higher returns on cash and cash equivalents, partially offset by higher variable rate term borrowings and interest rates.
Current wording
Interest costs were $9.3 million and $12.9 million for the three months ended March 28, 2025 and March 29, 2024, respectively. The decrease in interest expense was primarily due to lower debt balances and interest rates.
Previous wording
Our effective tax rate of 14.6% for the three months ended September 27, 2024 differed from the comparable periodin 2023 primarily due to a shift in our geographical mix of earnings, the impact of a valuation allowance against certain U.S. interest carryforwards in 2024 and the impact of the nondeductible convertible debt inducement expense in 2023.
Current wording
Our effective tax rate of 37.9% for the three months ended March 28, 2025 differed from the comparable periodin 2024 primarily due to a shift in the geographical mix of earnings and the relative impact of the valuation allowance against certain U.S. interest carryforwards.
Previous wording
Operating profit margin was 3.2% for the three months ended September 27, 2024, as compared to an operating profit margin of 15.4% for the comparable period of 2023. The decrease in operating profit margin was primarily due to lower sales, including the impact from changes to the revenue deferral related to our clear aligner treatment plans, unfavorable product mix, lower period-over-period savings associated with productivity improvements, higher costs due to unfavorable foreign exchange rates and our investment in our long-term growth initiatives.
Current wording
Operating profit margin was 9.4% for the three months ended March 28, 2025, as compared to an operating profit margin of 10.8% for the comparable period of 2024. The decrease in operating profit margin was primarily due to lower sales, unfavorable product mix, higher costs due to unfavorable foreign exchange rates and our investment in our long-term growth initiatives, partially offset by lower bad debt expense and higher period-over-period savings associated with productivity improvements.
Previous wording
Our Equipment & Consumables segment primarily develops, manufactures and markets dental equipment and supplies used in dental offices, including digital imaging systems, software and other visualization/magnification systems; endodontic systems and related consumables; restorative materials and instruments, rotary burs, impression materials, bonding agents and cements and infection prevention products.
Current wording
Our Equipment & Consumables segment primarily develops, manufactures and markets dental equipment and supplies used in dental offices, including digital imaging systems, software and other visualization/magnification systems; endodontic systems and related consumable products; restorative materials and instruments, rotary burs, impression materials, bonding agents and cements and infection prevention products.
Previous wording
Sales and core sales growth for the three months ended September 27, 2024 decreased 5.4%, and 5.6%, respectively, compared to the comparable period in 2023. A decrease in sales volume driven by channel inventory realignment negatively impacted sales by 9.8% on a period-over-period basis, partially offset by an increase in sales price of 4.2%. The decrease in sales for the three months ended September 27, 2024 is primarily due to lower demand from North America and Europe.
Current wording
Sales and core sales growth for the three months ended March 28, 2025 increased 0.8%, and 1.7%, respectively, compared to the comparable period in 2024. Price positively impacted sales by 1.7% on a period-over-period basis while geographically, the increase in sales for the three months ended March 28, 2025 is primarily due to higher demand from North America, partially offset by lower demand in China and Europe.
Previous wording
Operating profit margin was 17.6% for the three months ended September 27, 2024, as compared to an operating profit margin of 18.9% for the comparable period of 2023. Operating profit margin was 15.4% for the nine months ended September 27, 2024, as compared to an operating profit margin of 18.0% for the comparable period in 2023. The decrease in operating profit margin for both the three and nine months ended September 27, 2024 was primarily due to a decrease in sales volume driven by channel inventory realignment, unfavorable product mix, higher costs due to unfavorable foreign exchange rates, partially offset by favorable sales price and a decrease in amortization of intangibles.
Current wording
Operating profit margin was 14.7% for the three months ended March 28, 2025, as compared to an operating profit margin of 16.6% for the comparable period of 2024. The decrease in operating profit margin for the three months ended March 28, 2025 was primarily due to unfavorable product mix, higher costs due to unfavorable foreign exchange rates, partially offset by favorable sales price and a decrease in amortization of intangibles.
Previous wording
Net cash provided by operating activities was $204.1 million during the nine months ended September 27, 2024, as compared to net cash provided by operating activities of $173.7 million for the comparable period of 2023. The increase in cash provided by operating activities during the nine months ended September 27, 2024 is primarily due to timing of vendor payments combined with an increase in cash collections, partially offset by lower net income as compared to 2023.
Current wording
Net cash provided by operating activities was $0.3 million during the three months ended March 28, 2025, as compared to net cash provided by operating activities of $40.3 million for the comparable period of 2024. The decrease in cash provided by operating activities during the three months ended March 28, 2025 is primarily due to lower net income, timing of vendor payments and higher incentive compensation payments.
Previous wording
Net cash used in investing activities was $47.2 million for the nine months ended September 27, 2024, as compared to net cash used in investing activities of $49.8 million for the comparable period in 2023, and was primarily due to the net purchases of investments held in a rabbi trust combined with the absence of proceeds for the sale of an equity investment in the prior year, offset by lower net payments for purchases of property, plant and equipment.
Current wording
Net cash used in investing activities was $8.8 million for the three months ended March 28, 2025, as compared to net cash used in investing activities of $10.7 million for the comparable period in 2024. The decrease in net cash used was primarily due to lower net payments for purchases of property, plant and equipment, partially offset by certain investing activities.
Previous wording
Net cash used by finance activities was $102.8 million for the nine months ended September 27, 2024 compared to net cash provided by financing activities of $115.6 million for the comparable period of 2023, primarily due to the net borrowings during 2023 as compared to a repayment of $100.0 million of the 2028 Term Loan during 2024.
Current wording
Net cash used by financing activities was $17.6 million for the three months ended March 28, 2025 compared to net cash used in financing activities of $2.6 million for the comparable period of 2024. The increase in net cash used was primarily due to the repurchase of our stock.
Previous wording
As of September 27, 2024, we held $991.3 million of cash and cash equivalents that were held on deposit with financial institutions. Of this amount, $212.6 million was held within the United States and $778.7 million was held outside of the United States. We will continue to have cash requirements to support working capital needs, capital expenditures and acquisitions, pay interest and service debt, pay taxes and any related interest or penalties, fund our restructuring activities as required and support other business needs. We generally intend to use available cash, internally generated funds and our revolving credit facility to meet these cash requirements, but in the event that additional liquidity is required, particularly in connection with acquisitions, we may need to enter into new credit facilities or access the capital markets. We may also access the capital markets from time to time to take advantage of favorable interest rate environments or other market conditions. However, there is no guarantee that we will be able to obtain alternative sources of financing on commercially reasonable terms or at all. See “Item 1A. Risk Factors—Risks Related to Our Business” in our 2023 10-K.
Current wording
As of March 28, 2025, we held $1,077.3 million of cash and cash equivalents that were held on deposit with financial institutions. Of this amount, $444.2 million was held within the United States and $633.1 million was held outside of the United States. We will continue to have cash requirements to support working capital needs, capital expenditures and acquisitions, pay interest and service debt, pay taxes and any related interest or penalties, fund our restructuring activities as required and support other business needs. We generally intend to use available cash, internally generated funds and our revolving credit facility to meet these cash requirements, but in the event that additional liquidity is required, particularly in connection with acquisitions, we may need to enter into new credit facilities or access the capital markets. We may also access the capital markets from time to time to take advantage of favorable interest rate environments or other market conditions. However, there is no guarantee that we will be able to obtain alternative sources of financing on commercially reasonable terms or at all. See “Item 1A. Risk Factors—Risks Related to Our Business” in our 2024 10-K.
Previous wording
While repatriation of some cash held outside the United States may be restricted by local laws, most of our foreign cash could be repatriated to the United States. Following enactment of the Tax Cut and Jobs Act of 2017 (“TCJA”) and the associated transition tax, in general, repatriation of cash to the United States can be completed with no incremental U.S. tax; however, repatriation of cash could subject us to non-U.S. jurisdictional taxes on distributions. The cash that our non-U.S. subsidiaries hold for indefinite reinvestment is generally used to finance foreign operations and investments, including acquisitions. The income taxes, if any, applicable to such earnings including basis differences in our foreign subsidiaries are not readily determinable.
Current wording
While repatriation of some cash held outside the United States may be restricted by local laws, most of our foreign cash could be repatriated to the United States. During the first quarter of 2025, we transferred approximately $320 million in international cash to the United States.
Previous wording
There were no material changes to our contractual obligations during the three and nine months ended September 27, 2024.
Current wording
There were no material changes to our contractual obligations during the three months ended March 28, 2025.
Previous wording
There were no material changes to our critical accounting estimates described in the 2023 10-K that have had a material impact on our Condensed Consolidated Financial Statements, other than the below related to acquired intangibles.
Current wording
There were no material changes to our critical accounting estimates described in the 2024 10-K that have had a material impact on our Condensed Consolidated Financial Statements.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Under the Tax Cut and Jobs Act of 2017 (“TCJA”) and the associated transition tax, in general, repatriation of cash to the United States can be completed with no incremental U.S. tax; however, repatriation of cash could subject us to non-U.S. jurisdictional taxes on distributions. Additionally, we have determined that unremitted foreign earnings are not considered indefinitely reinvested to the extent foreign earnings can be distributed without a significant tax cost. As such, we have recorded foreign withholding tax liabilities related to the future repatriation of such earnings. We continue to indefinitely reinvest all other outside basis differences to the extent reversal would incur a significant tax liability.