false000107693000010769302025-02-252025-02-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2025

NOVANTA INC.

(Exact name of registrant as specified in is charter)

New Brunswick, Canada

001-35083

98-0110412

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

125 Middlesex Turnpike

Bedford, Massachusetts

01730

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 266-5700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common shares, no par value

 

NOVT

 

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 2.02 Results of Operations and Financial Condition

As disclosed in the Form 10-K filed on February 25, 2025, effective with the fourth quarter ended December 31, 2024, Novanta Inc. (the “Company”) updated its organizational structure and re-aligned our financial reporting structure under two reportable segments: Automation Enabling Technologies and Medical Solutions. Prior to the reorganization, the Company's historical reportable segments were: Precision Medicine and Manufacturing, Robotics and Automation, and Medical Solutions.

The Company is providing, in Exhibit 99.1 to this Current Report on Form 8-K, unaudited historical reportable segment data for each interim period for the year ended December 31, 2024, and for the fiscal year ended December 31, 2023, recast to reflect the change in reportable segments. Exhibit 99.1 is furnished herewith and is incorporated herein by reference.

The historical financial information presented under the new reportable segment structure does not in any way restate or revise the financial position, results of operations or cash flows of the Company as set forth in any previously reported consolidated balance sheets, consolidated statements of operation or consolidated statements of cash flows of the Company. This information is provided as supplemental financial information that may be of interest to the Company’s shareholders.

The information contained in this Current Report, including Exhibit 99.1, is furnished under this Items 2.02 and 9.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing thereunder or under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

Description

 99.1

Revenue, Gross Profit, Gross Profit Margin, and Operating Income by Reportable Segment - 2023 and 2024.

 104

 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Novanta Inc.

Date: February 25, 2025

By:

/s/ Robert J. Buckley

Robert J. Buckley

Chief Financial Officer

 

 

 

 

Exhibit 99.1

Revenue, Gross Profit, Gross Profit Margin and Operating Income (Loss) by Reportable Segment

(in thousands of U.S. dollars, except percentages)

(Unaudited)

 

 

Three Months Ended

 

March 31, 2023

June 30, 2023

September 29, 2023

December 31, 2023

 

March 29, 2024

June 28, 2024

September 27, 2024

December 31, 2024

Revenue:

 

 

 

 

 

 

 

 

 

Automation Enabling Technologies

$128,003

$131,995

$121,943

$117,279

 

$117,389

$116,729

$128,704

$127,798

Medical Solutions

91,123

97,469

99,560

94,290

 

113,527

119,135

115,701

110,262

Total

$219,126

$229,464

$221,503

$211,569

 

$230,916

$235,864

$244,405

$238,060

 

 

 

 

 

 

 

 

 

 

Gross Profit (GAAP):

 

 

 

 

 

 

 

 

 

Automation Enabling Technologies

$58,407

$63,270

$58,888

$54,233

 

$55,502

$54,995

$60,562

$63,916

Medical Solutions

40,627

42,409

43,999

43,752

 

46,222

49,337

49,428

44,970

Unallocated

(1,406)

(1,556)

(1,296)

(1,430)

 

(1,308)

(643)

(775)

(661)

Total

$97,628

$104,123

$101,591

$96,555

 

$100,416

$103,689

$109,215

$108,225

 

 

 

 

 

 

 

 

 

 

Gross Profit Margin (GAAP):

 

 

 

 

 

 

 

 

 

Automation Enabling Technologies

45.6%

47.9%

48.3%

46.2%

 

47.3%

47.1%

47.1%

50.0%

Medical Solutions

44.6%

43.5%

44.2%

46.4%

 

40.7%

41.4%

42.7%

40.8%

Total

44.6%

45.4%

45.9%

45.6%

 

43.5%

44.0%

44.7%

45.5%

 

 

 

 

 

 

 

 

 

 

Operating Expense (GAAP):

 

 

 

 

 

 

 

 

 

Research and development and engineering

$11,097

$10,904

$10,230

$10,793

 

$9,997

$9,977

$8,860

$10,192

Selling, general and administrative

18,336

18,216

17,536

18,772

 

18,494

18,893

18,016

20,020

Amortization of purchased intangible assets

3,227

3,241

3,243

3,231

 

2,801

2,796

2,813

2,797

Restructuring, acquisition and related costs

2,184

930

3,629

2,948

 

279

1,810

809

18

Automation Enabling Technologies

$34,844

$33,291

$34,638

$35,744

 

$31,571

$33,476

$30,498

$33,027

 

 

 

 

 

 

 

 

 

 

Research and development and engineering

$11,954

$12,659

$11,991

$12,836

 

$13,266

$13,901

$14,519

$15,424

Selling, general and administrative

11,761

12,809

12,325

12,332

 

13,622

12,815

13,774

13,587

Amortization of purchased intangible assets

1,862

1,883

1,887

1,871

 

2,949

4,112

3,776

3,750

Restructuring, acquisition and related costs

87

95

280

897

 

366

361

1,037

5,166

Medical Solutions

$25,664

$27,446

$26,483

$27,936

 

$30,203

$31,189

$33,106

$37,927

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss) (GAAP):

 

 

 

 

 

 

 

 

 

Automation Enabling Technologies

$23,564

$29,979

$24,249

$18,489

 

$23,930

$21,519

$30,063

$30,891

Medical Solutions

14,961

14,963

17,517

15,817

 

16,020

18,149

16,323

7,040

Unallocated

(12,213)

(12,744)

(11,457)

(12,629)

 

(14,342)

(13,953)

(13,831)

(11,225)

Total

$26,312

$32,198

$30,309

$21,677

 

$25,607

$25,715

$32,555

$26,707

 

v3.25.0.1
Document and Entity Information
Feb. 25, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 25, 2025
Entity Registrant Name NOVANTA INC.
Entity Central Index Key 0001076930
Entity Emerging Growth Company false
Entity File Number 001-35083
Entity Incorporation, State or Country Code A3
Entity Tax Identification Number 98-0110412
Entity Address, Address Line One 125 Middlesex Turnpike
Entity Address, City or Town Bedford
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01730
City Area Code 781
Local Phone Number 266-5700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common shares, no par value
Trading Symbol NOVT
Security Exchange Name NASDAQ
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