Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This quarterly report on Form 10-Q, including the following management’s discussion and analysis, contains forward-looking information that you should read in conjunction with the condensed consolidated financial statements and notes to the condensed consolidated financial statements that we have included elsewhere in this report. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “plans,” “anticipates,” “intends,” “expects,” “will” and similar expressions are intended to identify forward-looking statements. Our actual results may differ materially from the plans, intentions or expectations we disclose in the forward-looking statements we make. We have included important factors below under the heading “Risk Factors” in Part II, Item 1A. that we believe could cause actual results to differ materially from the forward-looking statements we make. We are not obligated to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
We are a leading provider of health science solutions, technologies, expertise and services that deliver complete workflows from discovery to development, and diagnosis to cure. Revvity is revolutionizing what’s possible in healthcare, with specialized focus areas in translational multi-omics technologies, biomarker identification, imaging, prediction, screening, detection and diagnosis, informatics and more.
The principal products and services of our two reportable segments are:
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Life Sciences. Provides products and services targeted towards life sciences customers.
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Diagnostics. Develops diagnostics, tools and applications focused on clinically-oriented customers, especially within the areas of reproductive health and emerging market diagnostics.
Effective at the beginning of fiscal year 2025, we implemented changes to our operating model. The majority of our Applied Genomics business, previously reported as part of the Diagnostics segment, has been integrated into a newly formed Life Sciences Solutions business, encompassing all Life Sciences reagents and consumables, instruments and services, as well as technology and licensing, which is reported as part of the Life Sciences segment. Beginning in fiscal year 2025, the Life Sciences segment consists of Life Sciences Solutions and Software, while the Diagnostics segment consists of Immunodiagnostics and Reproductive Health.
Overview of the First Quarter of Fiscal Year 2025
Our overall revenue in the first quarter of fiscal year 2025 was $664.8 million which increased by $14.8 million, or 2%, as compared to the first quarter of fiscal year 2024, reflecting an increase of $11.0 million, or 3%, in our Diagnostics segment revenue, and an increase of $3.9 million, or 1%, in our Life Sciences segment revenue. The increase in our Diagnostics segment revenue for the first quarter of fiscal year 2025 was driven by increased demand in our Immunodiagnostics and Reproductive Health businesses. The increase in our Life Sciences segment revenue for the first quarter of fiscal year 2025 was driven by an increase in our Software revenue, partially offset by a decrease in our Life Sciences Solutions revenue.
Our consolidated gross margins increased 186 basis points in the first quarter of fiscal year 2025, as compared to the first quarter of fiscal year 2024, primarily due to higher sales volume and productivity, and favorable product mix. Our consolidated operating margins increased from 7% to 11% in the first quarter of fiscal year 2025, as compared to the first quarter of fiscal year 2024, primarily due to gross margin expansion and cost containment.
Critical Accounting Policies and Estimates
The preparation of condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to accounting for business combinations, divestitures, long-lived assets, including goodwill and other intangible assets, and employee compensation and benefits. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Critical accounting policies are those policies that affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. We believe our critical accounting policies include policies
regarding business combinations, divestitures, valuation of long-lived assets, including goodwill and other intangibles and employee compensation and benefits.
For a more detailed discussion of our critical accounting policies and estimates, refer to the Notes to our audited consolidated financial statements and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024 (our “2024 Form 10-K”), as filed with the Securities and Exchange Commission. There have been no significant changes in our critical accounting policies and estimates during the three months ended March 30, 2025.
Consolidated Results of Continuing Operations
Revenue
Revenue for the three months ended March 30, 2025 was $664.8 million, as compared to $649.9 million for the three months ended March 31, 2024, an increase of $14.8 million, or approximately 2%. The analysis in the remainder of this paragraph compares segment revenue and includes the effect of foreign exchange rate fluctuations. Life Sciences segment revenue was $340.4 million for the three months ended March 30, 2025, as compared to $336.5 million for the three months ended March 31, 2024, an increase of $3.9 million, or 1%, driven by an increase of $9.0 million in software revenue, partially offset by a decrease of $5.2 million in life sciences solutions revenue. Diagnostics segment revenue was $324.4 million for the three months ended March 30, 2025, as compared to $313.4 million for the three months ended March 31, 2024, an increase of $11.0 million, or 3%, due to an increase of $8.9 million in immunodiagnostics revenue and an increase of $2.1 million in reproductive health revenue.
Cost of Revenue
Cost of revenue for the three months ended March 30, 2025 was $289.2 million, as compared to $294.9 million for the three months ended March 31, 2024, a decrease of $5.7 million, or 2%. As a percentage of revenue, cost of revenue decreased to 43.5% for the three months ended March 30, 2025, from 45.4% for the three months ended March 31, 2024, resulting in an increase in gross margin of 186 basis points to 56.5% for the three months ended March 30, 2025, from 54.6% for the three months ended March 31, 2024, primarily due to higher sales volume, productivity and favorable product mix. Stock compensation expense related to awards given to BioLegend employees post-acquisition added an incremental expense of $0.2 million for the three months ended March 31, 2024. Rebranding costs were $4.5 million for the three months ended March 31, 2024. Amortization of intangible assets was $34.4 million for the three months ended March 30, 2025, as compared to $35.4 million for the three months ended March 31, 2024.
We estimate that pursuant to the tariffs recently enacted and currently in effect, our gross cost of revenue for the current fiscal year could increase by approximately $135 million, however, we anticipate that as the result of the mitigating actions that we have taken and plan to take, the decrease to our operating income as a result of the tariffs for the current fiscal year will be approximately $20 million. The majority of this impact affects products manufactured in the U.S. and sold into China, with the remainder affecting products manufactured in Europe for the U.S. market. For U.S.-manufactured products sold to China, we expect to almost fully neutralize the tariff impact within the next two months through operational adjustments. Regarding European-manufactured products sold to the U.S., we are implementing a comprehensive mitigation strategy that includes manufacturing optimization, supplier collaboration, selective pricing actions, and targeted temporary cost measures to minimize financial exposure.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended March 30, 2025 were $249.7 million, as compared to $260.6 million for the three months ended March 31, 2024, a decrease of $10.9 million, or 4%. As a percentage of revenue, selling, general and administrative expenses decreased and were 37.6% for the three months ended March 30, 2025, as compared to 40.1% for the three months ended March 31, 2024. Amortization of intangible assets decreased and was $48.3 million for the three months ended March 30, 2025, as compared to $55.8 million for the three months ended March 31, 2024. Acquisition and divestiture-related expenses, which primarily consisted of legal and integration costs, added an incremental expense of $2.5 million for the three months ended March 30, 2025. Acquisition and divestiture-related expenses, which primarily consisted of legal and integration costs, and stock compensation expense related to the awards given to BioLegend employees post-acquisition, added an incremental expense of $6.1 million for the three months ended March 31, 2024. Purchase accounting adjustments decreased expenses by $0.4 million for the three months ended March 30, 2025, which primarily consisted of a change in contingent consideration, as compared to increasing expenses by $6.2 million for the three months ended March 31, 2024. Restructuring and other costs, net, decreased and was $3.2 million for the three months ended March 30, 2025, as compared to $12.4 million for the three months ended March 31, 2024. Costs for significant environmental matters decreased by $1.2 million for the three months ended March 30, 2025 as compared to the three months ended March 31,
- The above decreases were also partially offset by significant litigation matters and settlements, which added an incremental expense of $10.6 million for the three months ended March 30, 2025. Excluding the factors above, the increase in selling, general and administrative expenses was the result of investments in people, innovation and digital capabilities.
Research and Development Expenses
Research and development expenses for the three months ended March 30, 2025 were $53.6 million, as compared to $50.4 million for the three months ended March 31, 2024, an increase of $3.2 million, or 6%. As a percentage of revenue, research and development expenses increased and were 8.1% for the three months ended March 30, 2025, as compared to 7.7% for the three months ended March 31, 2024. The increase in research and development expenses was primarily driven by our investments in new product development. Stock compensation expense related to awards given to BioLegend employees post-acquisition added an incremental expense of $0.7 million for the three months ended March 31, 2024.
Interest and Other Expense, Net
Interest and other expense, net, consisted of the following:
| Three Months Ended | |||||||||||||||||||||||
| March 30, 2025 | March 31, 2024 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Interest income | $ | (10,081) | $ | (20,086) | |||||||||||||||||||
| Interest expense | 22,964 | 24,397 | |||||||||||||||||||||
| Change in fair value of investments | (3,073) | 806 | |||||||||||||||||||||
| Other components of net periodic pension cost | 6,787 | 1,917 | |||||||||||||||||||||
| Foreign exchange losses and other expense, net | 3,251 | 2,533 | |||||||||||||||||||||
| Total interest and other expense, net | $ | 19,848 | $ | 9,567 |
The decrease in interest income for the three months ended March 30, 2025 as compared to the three months ended March 31, 2024 was primarily due to a decrease in marketable securities and short-term investments. Interest expense was lower for the three months ended March 30, 2025 as compared to the same period in prior year primarily due to a lower debt balance as a result of the repayment of senior unsecured notes that matured in September 2024.
Provision for Income Taxes
The provision for income taxes from continuing operations was $10.7 million for the three months ended March 30, 2025, as compared to $5.9 million for the three months ended March 31, 2024.
The effective tax rate from continuing operations was 20.5% for the three months ended March 30, 2025, as compared to 16.9% for the three months ended March 31, 2024. The effective tax rate for the three months ended March 30, 2025 was higher primarily due to projected higher income in certain higher tax rate jurisdictions in fiscal year 2025 as compared to fiscal year 2024. We expect that the effective tax rate on continuing operations, before discrete items, will be approximately 20% during fiscal year 2025.
Reporting Segment Results of Continuing Operations
Life Sciences
Revenue for the three months ended March 30, 2025 was $340.4 million, as compared to $336.5 million for the three months ended March 31, 2024, an increase of $3.9 million, or 1%, which includes an approximate 1% decrease in revenue attributable to unfavorable changes in foreign exchange rates. The increase in our Life Sciences segment revenue during the three months ended March 30, 2025 was driven by an increase of $9.0 million in Software revenue, partially offset by a decrease of $5.2 million in Life Sciences Solutions revenue.
Segment operating income for the three months ended March 30, 2025 was $105.7 million, as compared to $101.0 million for the three months ended March 31, 2024, an increase of $4.8 million, or 5%. Segment operating margin increased 106 basis points in the three months ended March 30, 2025, as compared to the three months ended March 31, 2024, primarily due to higher sales volume and productivity, and favorable product mix.
Diagnostics
Revenue for the three months ended March 30, 2025 was $324.4 million, as compared to $313.4 million for the three months ended March 31, 2024, an increase of $11.0 million, or 3%, which includes an approximate 2% decrease in revenue attributable to unfavorable changes in foreign exchange rates. The increase in our Diagnostics segment revenue during the three months ended March 30, 2025 was driven by an increase of $8.9 million in Immunodiagnostics revenue and an increase of $2.1 million in Reproductive Health revenue.
Segment operating income for the three months ended March 30, 2025 was $74.0 million, as compared to $76.2 million for the three months ended March 31, 2024, a decrease of $2.2 million, or 3%. Segment operating margin decreased 150 basis points in the three months ended March 30, 2025, as compared to the three months ended March 31, 2024, primarily due to continued investments in new product development, digital capabilities and growth initiatives, partially offset by pricing actions and higher productivity.
Discontinued Operations
During fiscal year 2023, we completed the sale of certain assets and the equity interests constituting our Applied, Food and Enterprise Services businesses (the “Business”) for approximately $2.27 billion in cash proceeds before transaction costs. During fiscal year 2023 and fiscal year 2024, we recognized a pre-tax gain (loss) on sale of $811.5 million and $(25.4) million, respectively. During fiscal year 2023 and fiscal year 2024, we recognized income (loss) from discontinued operations of $513.6 million and $(12.7) million, respectively. The Business was a component of our Discovery & Analytical Solutions segment, which is now referred to as the Life Sciences segment. The sale of the Business was reported as discontinued operations in our condensed consolidated financial statements.
During the three months ended March 30, 2025 and March 31, 2024, we recorded a gain (loss) on sale of $0.8 million and $(1.7) million, respectively, and a provision for income taxes of $0.2 million and $1.0 million, respectively, related to the sale of the Business.
Liquidity and Capital Resources
We require cash to pay our operating expenses, make capital expenditures, make strategic acquisitions, service our debt and other long-term liabilities, repurchase shares of our common stock and pay dividends on our common stock. Our principal sources of funds are our internal operations, borrowing capacity available under our senior unsecured revolving credit facility and access to debt markets. We anticipate that our internal operations will generate sufficient cash to fund our operating expenses, capital expenditures, acquisitions, interest payments on our debt and dividends on our common stock, for the foreseeable future, including at least the next 12 months. The sale of the Business generated approximately $2.27 billion in cash proceeds. We expect to continue to use these proceeds for a combination of debt retirement, opportunistic share repurchases and continued strategic and value creating acquisitions.
At March 30, 2025, we had cash and cash equivalents of $1,137.6 million, of which $533.7 million was held by our non-U.S. subsidiaries, and we had $1.5 billion of borrowing capacity available under our senior unsecured revolving credit facility. We use a variety of cash redeployment and financing strategies to ensure that our worldwide cash is available in the locations in which it is needed.
In connection with the sale of the Business, we are entitled to proceeds in installments that commenced upon our ceasing the use of the former brand and related trademarks and transferring them to the purchaser of the Business (the “Brand Fee”). As of March 30, 2025, the remaining balance related to the Brand Fee is $46.9 million, which is expected to be received in installments through the second half of fiscal year 2025.
On October 24, 2024, our Board of Directors (our “Board”) authorized us to repurchase shares of common stock for an aggregate amount up to $1.0 billion under a stock repurchase program (the “Repurchase Program”). The Repurchase Program will expire on October 23, 2026 unless terminated earlier by our Board and may be suspended or discontinued at any time. As of March 30, 2025, $707.2 million remained available for aggregate repurchases of shares under the Repurchase Program. If we continue to repurchase shares, the Repurchase Program will be funded using our existing financial resources, including cash and cash equivalents, and our existing senior unsecured revolving credit facility.
As of March 30, 2025, we may have to pay contingent consideration related to acquisitions with open contingency periods of up to $75.9 million. As of March 30, 2025, we have recorded contingent consideration obligations of $19.7 million, of which $6.9 million was recorded in accrued expenses and other current liabilities, and $12.8 million was recorded in long-
term liabilities. The maximum earnout period for acquisitions with open contingency periods is 6.7 years from March 30, 2025, and the remaining weighted average expected earnout period at March 30, 2025 was 4.1 years.
Distressed global financial markets could adversely impact general economic conditions by reducing liquidity and credit availability, creating increased volatility in security prices, widening credit spreads, increasing the cost of borrowings and decreasing valuations of certain investments. The widening of credit spreads may create a less favorable environment for certain of our businesses and may affect the fair value of financial instruments that we issue or hold. Increases in credit spreads, as well as limitations on the availability of credit at rates we consider to be reasonable, could affect our ability to borrow under future potential facilities on a secured or unsecured basis, which may adversely affect our liquidity and results of operations. In difficult global financial markets, we may be forced to fund our operations at a higher cost, or we may be unable to raise as much funding as we need to support our business activities or fund our strategic transactions.
We and our subsidiaries may from time to time, in our sole discretion, purchase, repay, redeem or retire any of our outstanding debt securities (including any publicly issued debt securities), in privately negotiated or open market transactions, by tender offer or otherwise, or extend or refinance any of our outstanding indebtedness.
Principal factors that could affect the availability of our internally generated funds include:
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changes in sales due to weakness in markets in which we sell our products and services, and
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changes in our working capital requirements and capital expenditures.
Principal factors that could affect our ability to obtain cash from external sources include:
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financial covenants contained in the financial instruments controlling our borrowings that limit our total borrowing capacity,
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increases in interest rates applicable to our outstanding variable rate debt,
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a ratings downgrade that could limit the amount we can borrow under our senior unsecured revolving credit facility and our overall access to the corporate debt market,
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increases in interest rates or credit spreads, as well as limitations on the availability of credit, that affect our ability to borrow under future potential facilities on a secured or unsecured basis,
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a decrease in the market price for our common stock, and
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volatility in the public debt and equity markets.
Cash Flows
Operating Activities. Net cash provided by operating activities of our continuing operations was $134.1 million for the three months ended March 30, 2025, as compared to $150.1 million for the three months ended March 31, 2024, a decrease of $16.0 million, primarily due to timing of collections, increased variable incentive compensation and tax payments during the three months ended March 30, 2025 as compared to the three months ended March 31, 2024. The cash provided by operating activities for the three months ended March 30, 2025 was principally a result of income from continuing operations of $41.7 million, adjustments for non-cash charges aggregating to $105.7 million, including depreciation and amortization of $97.4 million, and a net cash decrease in working capital of $13.3 million. The cash provided by operating activities for the three months ended March 31, 2024 was principally a result of income from continuing operations of $28.7 million, and adjustments for non-cash charges aggregating to $140.2 million, including depreciation and amortization of $107.8 million, and a net cash decrease in working capital of $18.7 million.
Investing Activities. Net cash used in investing activities of our continuing operations was $15.8 million for the three months ended March 30, 2025, as compared to $18.2 million for the three months ended March 31, 2024, a decrease of $2.4 million. During the three months ended March 30, 2025, net cash used for capital expenditures was $16.0 million, as compared to $17.8 million for the three months ended March 31, 2024. The cash used in investing activities during the three months ended March 30, 2025 was partially offset by $0.2 million proceeds from disposition of businesses and assets. During the three months ended March 31, 2024, purchases of investments and notes receivables amounted to $0.3 million.
Financing Activities. Net cash used in financing activities was $163.7 million for the three months ended March 30, 2025, as compared to $35.0 million for the three months ended March 31, 2024, an increase of $128.7 million. During the three months ended March 30, 2025, we repurchased shares of our common stock for a total cost of $153.6 million, as compared to $10.8 million in the prior year period. We paid $8.4 million in dividends for the three months ended March 30, 2025, as compared to $8.6 million for the three months ended March 31, 2024. During the three months ended March 30, 2025, we made
net payments of $2.5 million on debts, as compared to $10.8 million during the three months ended March 31, 2024. We paid $1.8 million for acquisition-related contingent consideration during the three months ended March 30, 2025, as compared to $8.7 million in the prior year period. The cash used in financing activities during the three months ended March 30, 2025 was partially offset by proceeds from the issuance of common stock under our stock plans of $2.6 million during the three months ended March 30, 2025, as compared to $3.9 million for the three months ended March 31, 2024.
Borrowing Arrangements
On January 7, 2025, our prior senior unsecured revolving credit facility was cancelled and replaced with a new senior unsecured revolving credit facility with a five-year term and a borrowing capacity of $1.5 billion available through January 7, 2030. See Note 6, Debt, in the Notes to Condensed Consolidated Financial Statements and Note 12, Debt, to our audited consolidated financial statements in the 2024 Form 10-K for a detailed discussion of our borrowing arrangements.
Dividends
Our Board declared a regular quarterly cash dividend of $0.07 per share for the first quarter of fiscal year 2025 and in each quarter of fiscal year 2024. At March 30, 2025, we had accrued $8.2 million for dividends declared on January 23, 2025 for the first quarter of fiscal year 2025 that will be paid in May 2025. On April 24, 2025, we announced that our Board had declared a quarterly dividend of $0.07 per share for the second quarter of fiscal year 2025 that will be payable in August 2025. In the future, our Board may determine to reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.
Effects of Recently Adopted and Issued Accounting Pronouncements
See Note 1, Nature of Operations and Accounting Policies, to our audited consolidated financial statements in the 2024 Form 10-K for a summary of recently adopted new accounting pronouncements during the fiscal year ended December 29, 2024. We have not adopted any new accounting pronouncements during the three months ended March 30, 2025.
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