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The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes, which appear elsewhere in this Report, and with LivaNova’s 2025 Form 10-K. LivaNova’s discussion and analysis may contain forward-looking statements that involve risks and uncertainties. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” in Part I, Item 1A. of LivaNova’s 2025 Form 10-K, as updated and supplemented by LivaNova’s Quarterly Reports on Form 10-Q, including in Part II, Item 1A. and elsewhere in this Report. The accompanying unaudited condensed consolidated financial statements of LivaNova and its consolidated subsidiaries have been prepared in accordance with U.S. GAAP on an interim basis. The capitalized terms used below are defined in the “Definitions” section and in the notes to LivaNova’s condensed consolidated financial statements in this Report.
Description of the Business
LivaNova PLC is a market-leading global medical technology company. The Company designs, develops, manufactures, markets, and sells products, therapies, and services that are consistent with LivaNova’s mission to “create ingenious medical solutions that ignite patient turnarounds.” LivaNova is a public limited company organized under the laws of England and Wales, with a registered office in Gloucester, England. LivaNova’s ordinary shares are listed for trading on the Nasdaq under the symbol “LIVN.”
Macroeconomic Environment and Global Supply Chain
The current macroeconomic environment, including FX volatility, inflationary pressures, and geopolitical instability, and global supply chain challenges have impacted and may continue to impact LivaNova’s business, consolidated results of operations, financial condition, and/or cash flows. 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, including through entry into supply agreements where possible. 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.
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. In early 2025, the U.S. government imposed tariffs under the IEEPA, which impacted the Company. However, the U.S. Supreme Court ruled the IEEPA tariffs unlawful, resulting in a refund process with U.S. Customs and Border Protection. While the Company recognized net IEEPA tariff refunds that impacted segment income by $5.8 million ($7.7 million reducing cost of sales and $1.9 million reducing net revenue) for the three and six months ended June 30, 2026, adverse changes in export and import costs, including the potential for new or expanded trade restrictions and additional global tariffs, could result in future increased costs or supply chain disruptions. The Company continues to monitor developments in global trade policy and assess potential implications for sourcing, pricing, and logistics.
For additional information, see “Part I, Item 1A. Risk Factors” of the Company’s 2025 Form 10-K.
Business Segments
LivaNova identifies operating segments based on how it manages, evaluates, and internally reports its business activities to allocate resources, develop, and execute its strategy and assess performance. 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.
Cardiopulmonary
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, and provides services related to certain of these products. 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.
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Information on the Cardiopulmonary segment that could potentially impact LivaNova’s condensed consolidated financial statements and related disclosures is incorporated by reference to “Note 6. Commitments and Contingencies: Product Liability Litigation” in the condensed consolidated financial statements in this Report.
Neuromodulation
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, as well as the design and development of neurostimulation devices for treating OSA.
The segment’s principal product for DRE and DTD, the VNS Therapy System, consists of an implantable pulse generator and connective lead that stimulates the left vagus nerve, surgical equipment to assist with the implant procedure, and equipment and instruction manuals that enable a treating healthcare professional 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.
The Neuromodulation segment also includes devices for the treatment of OSA, which are designed to stimulate the hypoglossal nerve and activate specific tongue and palate muscles to help keep the airway open during sleep. On March 18, 2026, the FDA granted PMA for the aura6000 System for the treatment of adult patients with moderate to severe OSA who have failed, do not tolerate, or are ineligible for first-line therapies, such as positive airway pressure.
Critical Accounting Estimates
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 2025 Form 10-K. For the six months ended June 30, 2026, there were no material changes to the application of critical accounting policies and estimates previously disclosed in LivaNova’s 2025 Form 10-K.
Results of Operations
The following table presents LivaNova’s condensed consolidated results of operations (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net revenue $ 390,587 $ 352,524 $ 752,845 $ 669,379
Cost of sales 116,917 113,536 235,426 214,137
Gross profit 273,670 238,988 517,419 455,242
Operating expenses:
Selling, general, and administrative 158,128 137,780 301,696 266,926
Research and development 53,662 47,185 112,357 85,064
Other operating expense 12,396 (160) 12,411 452
Operating income 49,484 54,183 90,955 102,800
SNIA environmental liability expense — (1,677) — (362,070)
Interest expense (7,176) (14,931) (15,467) (30,217)
Foreign exchange and other income/(expense) (23,829) (4,255) (29,524) 7,161
Income (loss) before income tax 18,479 33,320 45,964 (282,326)
Income tax (benefit) expense (90,204) 6,151 (85,864) 17,807
Loss from equity method investments (114) (8) (965) (28)
Net income (loss) $ 108,569 $ 27,161 $ 130,863 $ (300,161)
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Net Revenue
The following table presents net revenue by operating segment and geographic region (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 % Change 2026 2025 % Change
Cardiopulmonary
United States $ 72,793 $ 71,243 2.2 % $ 142,072 $ 132,077 7.6 %
Europe (1) 61,959 49,046 26.3 % 119,263 93,553 27.5 %
Rest of World (1) 86,824 78,983 9.9 % 168,896 149,962 12.6 %
221,576 199,272 11.2 % 430,231 375,592 14.5 %
Neuromodulation
United States 126,556 117,226 8.0 % 241,956 225,560 7.3 %
Europe (1) 19,858 17,730 12.0 % 38,206 32,924 16.0 %
Rest of World (1) 20,531 16,714 22.8 % 38,571 32,079 20.2 %
166,945 151,670 10.1 % 318,733 290,563 9.7 %
Other Revenue (2) 2,066 1,582 30.6 % 3,881 3,224 20.4 %
Total Company
United States 199,350 188,474 5.8 % 384,028 357,638 7.4 %
Europe (1) 81,817 66,776 22.5 % 157,469 126,477 24.5 %
Rest of World (1) 109,420 97,274 12.5 % 211,348 185,264 14.1 %
$ 390,587 $ 352,524 10.8 % $ 752,845 $ 669,379 12.5 %
(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.
(2)“Other Revenue” includes rental and site services income not allocated to segments.
The following table presents segment income (1) (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 % Change 2026 2025 % Change
Cardiopulmonary $ 28,152 $ 31,407 (10.4) % $ 58,219 $ 56,098 3.8 %
Neuromodulation 60,935 56,020 8.8 % 105,089 108,373 (3.0) %
$ 89,087 $ 87,427 1.9 % $ 163,308 $ 164,471 (0.7) %
(1)For a reconciliation of segment income to consolidated income (loss) before income tax, refer to “Note 11. Segment and Geographic Information” in the condensed consolidated financial statements in this Report.
Cardiopulmonary
Cardiopulmonary net revenue for the three and six months ended June 30, 2026 increased 11.2% to $221.6 million and 14.5% to $430.2 million compared to the three and six months ended June 30, 2025, driven by growth in Europe, primarily reflecting Essenz Perfusion System sales, strong consumables demand, and favorable realized price.
Cardiopulmonary segment income for the three and six months ended June 30, 2026 was $28.2 million and $58.2 million, respectively, compared to segment income of $31.4 million and $56.1 million for the three and six months ended June 30, 2025, respectively. The decrease in segment income for the three-month comparative period primarily resulted from an increase of $11.4 million in the amount recorded for the litigation provision related to LivaNova’s 3T Heater-Cooler device, partially offset by an increase in net revenue, as described above, and $5.8 million from net tariff refunds. The increase in segment income for the six-month comparative period primarily resulted from an increase in net revenue, as described above, and $5.8 million from net tariff refunds, partially offset by an increase of $10.7 million in the amount recorded for the litigation provision related to LivaNova’s 3T Heater-Cooler device.
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Neuromodulation
Neuromodulation net revenue for the three and six months ended June 30, 2026 increased 10.1% to $166.9 million and 9.7% to $318.7 million, respectively, compared to the three and six months ended June 30, 2025, with growth across all regions, driven by volume growth and favorable realized price.
Neuromodulation segment income for the three and six months ended June 30, 2026 was $60.9 million and $105.1 million, respectively, compared to $56.0 million and $108.4 million for the three and six months ended June 30, 2025, respectively. The increase in segment income for the three-month comparative period primarily resulted from an increase in net revenue, as described above. The decrease in segment income for the six-month comparative period primarily resulted from a $9.7 million increase in R&D expense associated with the design and development of neurostimulation devices for treating OSA, and $6.8 million of higher expense from the net unfavorable changes in fair value of contingent consideration arrangements associated with the ImThera acquisition, partially offset by an increase in net revenue, as described above.
Cost of Sales and Expenses
The following table presents costs and expenses as a percentage of net revenue:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Percentage Point Change 2026 2025 Percentage Point Change
Cost of sales 29.9 % 32.2 % (2.3) 31.3 % 32.0 % (0.7)
Selling, general, and administrative 40.5 % 39.1 % 1.4 40.1 % 39.9 % 0.2
Research and development 13.7 % 13.4 % 0.3 14.9 % 12.7 % 2.2
Other operating expense 3.2 % — % 3.2 1.6 % 0.1 % 1.5
Cost of Sales
Cost of sales consists of direct labor, allocated manufacturing overhead, and the acquisition of raw materials and components.
Cost of sales as a percentage of net revenue was 29.9% and 31.3% for the three and six months ended June 30, 2026, respectively, representing decreases of 2.3 and 0.7 percentage points compared to the three and six months ended June 30, 2025, respectively, primarily as a result of recognizing $7.7 million in tariff refunds, partially offset by unfavorable product mix.
Selling, General, and Administrative Expense
SG&A expense consists of sales, marketing, general, and administrative activities.
SG&A expense as a percentage of net revenue was 40.5% and 40.1% for the three and six months ended June 30, 2026, respectively, representing increases of 1.4 and 0.2 percentage points compared to the three and six months ended June 30, 2025, respectively, primarily driven by increased share-based compensation expense resulting primarily from accelerated recognition of expense for retirement-eligible employees. The six-month comparative period was partially offset by fixed cost leverage.
Research and Development Expense
R&D expense consists of product design and development efforts, clinical study programs, and regulatory activities.
R&D expense as a percentage of net revenue was 13.7% and 14.9% for the three and six months ended June 30, 2026, respectively, representing increases of 0.3 and 2.2 percentage points compared to the three and six months ended June 30, 2025, respectively. The increase in the six-month comparative period was primarily due to a $9.7 million increase in costs associated with the design and development of neurostimulation devices for treating OSA, as well as $8.5 million of higher expense from the net unfavorable changes in fair value of the milestone-based contingent consideration arrangement associated with the ImThera acquisition.
Other Operating Expense
Other operating expense primarily consists of the provision for litigation involving LivaNova’s 3T Heater-Cooler device and the Saluggia site remediation provision.
Other operating expense as a percentage of net revenue was 3.2% and 1.6% for the three and six months ended June 30, 2026, respectively, representing increases of 3.2 and 1.5 percentage points compared to the three and six months ended June 30, 2025,
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respectively, primarily due to increases of $11.4 million and $10.7 million in the amount recorded for the litigation provision related to LivaNova’s 3T Heater-Cooler device for the three- and six-month comparative periods, respectively.
SNIA Environmental Liability Expense
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. As a result of the decision by the Italian Supreme Court, the Company recorded €333.3 million ($362.1 million) as SNIA environmental liability expense for the six months ended June 30, 2025. For additional information, refer to “Note 6. Commitments and Contingencies” in the condensed consolidated financial statements in this Report.
Interest Expense
Interest expense decreased to $7.2 million and $15.5 million for the three and six months ended June 30, 2026, respectively, compared to $14.9 million and $30.2 million for the three and six months ended June 30, 2025, respectively, primarily due to repaying the Term Facilities and 2025 Notes. For additional information, refer to “Note 5. Financing Arrangements” in the condensed consolidated financial statements in this Report.
Foreign Exchange and Other Income/(Expense)
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.
Foreign exchange and other income/(expense) was expense of $23.8 million and $29.5 million for the three and six months ended June 30, 2026, respectively, compared to expense of $4.3 million and income of $7.2 million for the three and six months ended June 30, 2025, respectively. For additional information, refer to “Note 12. Supplemental Financial Information” in the condensed consolidated financial statements in this Report.
Income Tax Expense
LivaNova’s effective income tax rate for the three and six months ended June 30, 2026 was (488.1)% and (186.8)%, respectively, compared to 18.5% and (6.3)% for the three and six months ended June 30, 2025, respectively. The changes in the effective tax rates for the three and six months ended June 30, 2026, compared to the prior year period, were primarily attributable to year-over-year changes in income before income tax in countries with varying statutory tax rates, certain discrete tax items, including the SNIA environmental liability recognized in 2025 and the discrete tax benefit resulting from the Italian tax ruling recognized in 2026 (further described below), and changes in valuation allowances.
The Company considers all available evidence (both positive and negative) in determining whether a valuation allowance is required on deferred tax assets. 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.
In May 2026, the Italian tax authority, Agenzia delle Entrate, issued a ruling on the deductibility of the SNIA environmental liability expense, resulting in a discrete tax benefit for the three and six months ended June 30, 2026 of €81.8 million ($95.4 million) and an estimated deferred tax asset of €80.0 million ($93.3 million), as of June 30, 2026. LivaNova determined that the Italian deferred tax assets are more likely than not realizable and, accordingly, did not record a valuation allowance.
The OBBBA was enacted in the U.S. in July 2025 and includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. LivaNova has accounted for the relevant changes within its annual effective tax rate and cash taxes.
Liquidity and Capital Resources
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 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,
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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 2025 Form 10-K, as well as “Note 6. Commitments and Contingencies” in the condensed consolidated financial statements in this Report.
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, future payments of operating leases, as well as contingent consideration arrangements resulting from acquisitions, and obligations associated with legal and other accruals.
The following table presents selected financial information related to LivaNova’s liquidity (in thousands):
June 30, 2026 December 31, 2025
Available Short-term Liquidity
Cash and cash equivalents $ 516,619 $ 635,552
Availability under the 2021 First Lien Credit Agreement 225,000 225,000
$ 741,619 $ 860,552
Working Capital
Current assets $ 1,025,045 $ 1,101,613
Current liabilities 707,004 808,072
$ 318,041 $ 293,541
Debt Obligations
Current portion of long-term debt (1) $ 175 $ 30,878
Short-term unsecured borrowing arrangements 3,408 594
Current debt obligations 3,583 31,472
Long-term debt obligations (1) 289,908 345,185
$ 293,491 $ 376,657
(1)On January 8, 2026, LivaNova made a $95.9 million early repayment of the remaining outstanding balance under the Term Facilities.
For information on LivaNova’s debt obligations, refer to “Note 5. Financing Arrangements” in the condensed consolidated financial statements in this Report.
Cash Flows
The following table presents net cash, cash equivalents, and restricted cash provided by (used in) operating, investing, and financing activities and the net decrease in the balance of cash, cash equivalents, and restricted cash (in thousands):
Six Months Ended June 30,
2026 2025
Operating activities $ 81,804 $ 86,886
Investing activities (46,497) (19,596)
Financing activities (150,693) (213,403)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (3,547) 16,195
Net decrease in cash, cash equivalents, and restricted cash (1) $ (118,933) $ (129,918)
(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 6. Commitments and Contingencies” in the condensed consolidated financial statements in this Report.
Operating Activities
Cash provided by operating activities for the six months ended June 30, 2026 decreased by $5.1 million, compared to the same prior year period, primarily due to increases in payments to employees and vendors, as well as $10.0 million from the June 2026 payment satisfying the ImThera regulatory-based contingent consideration liability, partially offset by higher customer collections resulting from an increase in sales and a decrease in cash paid for interest.
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Investing Activities
Cash used in investing activities for the six months ended June 30, 2026 increased $26.9 million, compared to the same prior year period, primarily due to an increase in purchases of property, plant, and equipment of $19.9 million, principally related to purchases and development of internal-use software, as well as a decrease in proceeds from investments of $6.5 million.
Financing Activities
Cash used in financing activities for the six months ended June 30, 2026 decreased $62.7 million, compared to the same prior year period, primarily due to a decrease of $114.3 million in repayments of long-term debt obligations, partially offset by $50.4 million from the June 2026 payment satisfying the ImThera regulatory-based contingent consideration liability.