[10-Q] Hologic Inc Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Hologic (HOLX) Q3 FY25 10-Q highlights: Revenue edged up 1.2% YoY to $1.024 bn, with U.S. sales flat and Europe +16% offsetting a 7% decline in Asia-Pac. Diagnostics grew 2% to $449 m and GYN Surgical +7% to $178 m, while Breast Health fell 5% to $365 m. Gross margin improved 100 bp to 56.4%, lifting operating income 4% to $254.6 m. Net income was stable at $194.9 m; diluted EPS rose 5% to $0.86 on a 5% lower share count.
Year-to-date revenue was flat at $3.05 bn, but $221 m of intangible impairments pushed net income down 38% to $378.5 m (EPS $1.66). Operating cash flow fell 24% to $702 m, while the company spent $753 m on share buybacks and $322 m on acquisitions, cutting cash to $1.74 bn (-$425 m since Sept-24). Debt remains ~ $2.5 bn; on 15 Jul 25 HOLX refinanced its credit facility, trimming the term loan to $1.17 bn and keeping a $1.25 bn revolver.
Balance-sheet leverage is modest (net cash > $-0.4 bn) and equity totals $4.84 bn. Remaining performance obligations stand at $898 m, 58% due within three years. Management continues portfolio pruning (SSI divestiture) and expansion (Gynesonics $341 m, Endomag $314 m) while absorbing restructuring costs ($17.6 m YTD).
Hologic (HOLX) risultati del terzo trimestre FY25 10-Q: I ricavi sono cresciuti dell'1,2% su base annua, raggiungendo 1,024 miliardi di dollari, con vendite stabili negli Stati Uniti e un aumento del 16% in Europa che ha compensato un calo del 7% nell'Asia-Pacifico. Il settore Diagnostica è cresciuto del 2% a 449 milioni di dollari e la chirurgia ginecologica del 7% a 178 milioni, mentre la salute del seno è diminuita del 5% a 365 milioni. Il margine lordo è migliorato di 100 punti base al 56,4%, portando l'utile operativo a un incremento del 4% a 254,6 milioni. L'utile netto è rimasto stabile a 194,9 milioni; l'EPS diluito è aumentato del 5% a 0,86 dollari grazie a una riduzione del 5% del numero di azioni.
Da inizio anno i ricavi sono rimasti invariati a 3,05 miliardi, ma svalutazioni di beni intangibili per 221 milioni hanno ridotto l'utile netto del 38% a 378,5 milioni (EPS 1,66). Il flusso di cassa operativo è calato del 24% a 702 milioni, mentre la società ha speso 753 milioni per il riacquisto di azioni e 322 milioni per acquisizioni, riducendo la liquidità a 1,74 miliardi (-425 milioni da settembre 2024). Il debito rimane intorno a 2,5 miliardi; il 15 luglio 2025 HOLX ha rifinanziato la linea di credito, riducendo il prestito a termine a 1,17 miliardi e mantenendo una linea revolving da 1,25 miliardi.
La leva finanziaria è contenuta (cassa netta superiore a -0,4 miliardi) e il patrimonio netto ammonta a 4,84 miliardi. Gli obblighi di performance residui sono pari a 898 milioni, di cui il 58% da saldare entro tre anni. La direzione continua a snellire il portafoglio (cessione SSI) e ad espandersi (Gynesonics 341 milioni, Endomag 314 milioni), assorbendo costi di ristrutturazione per 17,6 milioni da inizio anno.
Aspectos destacados del tercer trimestre FY25 10-Q de Hologic (HOLX): Los ingresos aumentaron un 1,2% interanual hasta 1.024 millones de dólares, con ventas estables en EE.UU. y un crecimiento del 16% en Europa que compensó una caída del 7% en Asia-Pacífico. Diagnósticos creció un 2% hasta 449 millones y Cirugía Ginecológica un 7% hasta 178 millones, mientras que Salud Mamaria cayó un 5% hasta 365 millones. El margen bruto mejoró 100 puntos básicos hasta el 56,4%, elevando el ingreso operativo un 4% hasta 254,6 millones. El ingreso neto se mantuvo estable en 194,9 millones; las ganancias diluidas por acción aumentaron un 5% hasta 0,86 dólares debido a una reducción del 5% en el número de acciones.
En lo que va del año, los ingresos se mantuvieron sin cambios en 3.050 millones, pero las amortizaciones de intangibles por 221 millones redujeron el ingreso neto un 38% hasta 378,5 millones (EPS 1,66). El flujo de caja operativo cayó un 24% hasta 702 millones, mientras la compañía gastó 753 millones en recompra de acciones y 322 millones en adquisiciones, reduciendo el efectivo a 1.740 millones (-425 millones desde septiembre de 2024). La deuda se mantiene alrededor de 2.500 millones; el 15 de julio de 2025 HOLX refinanció su línea de crédito, reduciendo el préstamo a plazo a 1.170 millones y manteniendo una línea revolvente de 1.250 millones.
El apalancamiento del balance es moderado (efectivo neto superior a -0,4 mil millones) y el patrimonio neto totaliza 4.840 millones. Las obligaciones de desempeño restantes ascienden a 898 millones, con un 58% a pagar en tres años. La dirección continúa con la poda del portafolio (venta de SSI) y la expansión (Gynesonics 341 millones, Endomag 314 millones), absorbiendo costos de reestructuración por 17,6 millones en el año.
Hologic(HOLX) 2025 회계연도 3분기 10-Q 주요 내용: 매출은 전년 대비 1.2% 증가한 10억 2,400만 달러로, 미국 매출은 보합세였으나 유럽이 16% 증가해 아시아-태평양 지역의 7% 감소를 상쇄했습니다. 진단 부문은 2% 증가한 4억 4,900만 달러, 여성외과 부문은 7% 증가한 1억 7,800만 달러였으며, 유방 건강 부문은 5% 감소한 3억 6,500만 달러를 기록했습니다. 총이익률은 100bp 상승한 56.4%로, 영업이익은 4% 증가한 2억 5,460만 달러를 기록했습니다. 순이익은 1억 9,490만 달러로 안정적이었으며, 희석 주당순이익은 주식 수 5% 감소에 힘입어 5% 상승한 0.86달러였습니다.
연초 대비 매출은 30억 5천만 달러로 변동 없었으나, 무형자산 손상차손 2억 2,100만 달러로 순이익이 38% 감소한 3억 7,850만 달러(EPS 1.66달러)를 기록했습니다. 영업현금흐름은 24% 감소한 7억 2,000만 달러였으며, 회사는 자사주 매입에 7억 5,300만 달러, 인수에 3억 2,200만 달러를 지출해 현금 보유액은 17억 4,000만 달러로 2024년 9월 이후 4억 2,500만 달러 감소했습니다. 부채는 약 25억 달러 수준이며, 2025년 7월 15일 HOLX는 신용시설을 재융자해 기한부 대출을 11억 7,000만 달러로 줄이고 12억 5,000만 달러의 리볼빙 신용을 유지했습니다.
재무 레버리지는 적당한 수준(순현금 > -4억 달러)이며 자본 총액은 48억 4천만 달러입니다. 남은 성과 의무는 8억 9,800만 달러로, 58%가 3년 내에 만기됩니다. 경영진은 포트폴리오 정리(SSI 매각)와 확장(Gynesonics 3억 4,100만 달러, Endomag 3억 1,400만 달러)을 계속 진행하며, 연초부터 구조조정 비용 1,760만 달러를 흡수하고 있습니다.
Points clés du 3e trimestre FY25 10-Q de Hologic (HOLX) : Le chiffre d'affaires a progressé de 1,2 % en glissement annuel pour atteindre 1,024 milliard de dollars, avec des ventes stables aux États-Unis et une hausse de 16 % en Europe compensant une baisse de 7 % en Asie-Pacifique. Le secteur Diagnostics a augmenté de 2 % à 449 millions de dollars, la chirurgie gynécologique de 7 % à 178 millions, tandis que la santé mammaire a diminué de 5 % à 365 millions. La marge brute s'est améliorée de 100 points de base pour atteindre 56,4 %, ce qui a permis à l'EBIT d'augmenter de 4 % à 254,6 millions. Le résultat net est resté stable à 194,9 millions ; le BPA dilué a progressé de 5 % à 0,86 dollar grâce à une réduction de 5 % du nombre d'actions.
Depuis le début de l'année, le chiffre d'affaires est resté stable à 3,05 milliards, mais des dépréciations d'actifs incorporels de 221 millions ont fait chuter le résultat net de 38 % à 378,5 millions (BPA 1,66). Les flux de trésorerie opérationnels ont diminué de 24 % à 702 millions, tandis que la société a dépensé 753 millions pour des rachats d'actions et 322 millions pour des acquisitions, réduisant la trésorerie à 1,74 milliard (-425 millions depuis septembre 2024). La dette reste autour de 2,5 milliards ; le 15 juillet 2025, HOLX a refinancé sa facilité de crédit, réduisant le prêt à terme à 1,17 milliard et maintenant une ligne de crédit renouvelable de 1,25 milliard.
Le levier financier est modéré (trésorerie nette > -0,4 milliard) et les capitaux propres s'élèvent à 4,84 milliards. Les obligations de performance restantes s'élèvent à 898 millions, dont 58 % sont dues dans les trois ans. La direction poursuit l'allègement du portefeuille (cession de SSI) et l'expansion (Gynesonics 341 millions, Endomag 314 millions) tout en absorbant des coûts de restructuration de 17,6 millions depuis le début de l'année.
Hologic (HOLX) Q3 FY25 10-Q Highlights: Der Umsatz stieg im Jahresvergleich um 1,2 % auf 1,024 Mrd. USD, wobei die Verkäufe in den USA stabil blieben und ein Plus von 16 % in Europa den Rückgang von 7 % im asiatisch-pazifischen Raum ausglich. Der Bereich Diagnostik wuchs um 2 % auf 449 Mio. USD, GYN Chirurgie um 7 % auf 178 Mio. USD, während der Bereich Brustgesundheit um 5 % auf 365 Mio. USD zurückging. Die Bruttomarge verbesserte sich um 100 Basispunkte auf 56,4 %, was zu einem Anstieg des Betriebsergebnisses um 4 % auf 254,6 Mio. USD führte. Der Nettogewinn blieb mit 194,9 Mio. USD stabil; das verwässerte Ergebnis je Aktie stieg um 5 % auf 0,86 USD aufgrund einer um 5 % geringeren Aktienanzahl.
Im bisherigen Jahresverlauf blieben die Umsätze mit 3,05 Mrd. USD unverändert, aber Abschreibungen auf immaterielle Vermögenswerte in Höhe von 221 Mio. USD drückten den Nettogewinn um 38 % auf 378,5 Mio. USD (EPS 1,66). Der operative Cashflow sank um 24 % auf 702 Mio. USD, während das Unternehmen 753 Mio. USD für Aktienrückkäufe und 322 Mio. USD für Akquisitionen ausgab, wodurch der Kassenbestand auf 1,74 Mrd. USD sank (-425 Mio. seit September 2024). Die Verschuldung liegt bei etwa 2,5 Mrd. USD; am 15. Juli 2025 refinanzierte HOLX seine Kreditfazilität, reduzierte den Terminkredit auf 1,17 Mrd. USD und behielt eine revolvierende Kreditlinie von 1,25 Mrd. USD bei.
Die Bilanzhebelwirkung ist moderat (Netto-Cash > -0,4 Mrd. USD) und das Eigenkapital beläuft sich auf 4,84 Mrd. USD. Die verbleibenden Leistungsverpflichtungen betragen 898 Mio. USD, davon 58 % innerhalb von drei Jahren fällig. Das Management setzt die Portfolio-Bereinigung (Verkauf von SSI) und Expansion (Gynesonics 341 Mio., Endomag 314 Mio.) fort und trägt Restrukturierungskosten von 17,6 Mio. USD im Jahresverlauf.
Positive
- EPS up 5% YoY to $0.86 on improved gross margin and share repurchase leverage.
- Diagnostics and GYN Surgical segments grew 2% and 7%, respectively, indicating diversified growth drivers.
- Gross margin expanded 100 bp to 56.4%, reflecting higher mix of disposables (64% of sales).
- Strong liquidity: $1.74 bn cash, net leverage near zero after $753 m buybacks and $322 m M&A.
- Refinanced credit facility July-25, reducing term-loan balance and maintaining ample revolver capacity.
Negative
- Breast Health revenue declined 5%, with Breast Imaging systems -14% YoY, pressuring future service growth.
- YTD operating cash flow down 24% to $702 m, reducing financial flexibility.
- $221 m intangible impairments YTD highlight challenges in prior acquisitions and cut net income 38%.
- Cash balance fell $425 m since fiscal-year start, driven by aggressive share buybacks.
- Capital equipment revenue dropped 19% YoY, signaling cautious customer purchasing behavior.
Insights
TL;DR – Modestly positive quarter; longer-term picture clouded by impairments and slower cash generation.
Quarterly fundamentals improved: revenue, gross margin and EPS all ticked higher despite FX headwinds and Breast Health softness. The Diagnostics and GYN Surgical franchises are regaining momentum, suggesting underlying demand remains solid. Share count management added ~3 ¢ to EPS. Balance-sheet liquidity is strong even after heavy buybacks and two tuck-in deals; refinancing on similar terms contains interest expense risk.
However, YTD figures reveal pressure: $221 m in impairments, lower operating cash flow and a $425 m cash burn. Management’s willingness to write down previous M&A signals disciplined capital stewardship but also raises questions on ROI of prior deals. Overall impact: neutral to slightly positive near-term, with valuation driven by sustainability of core growth and capital allocation.
TL;DR – Product-mix shift toward disposables boosts margins; Breast Health weakness warrants monitoring.
Disposable revenues (64% of total) climbed 6%, cushioning declines in capital equipment and supporting margin expansion. GYN Surgical outperformed, aided by Gynesonics and Acessa integration. Yet Breast Imaging systems fell 14% YoY, likely reflecting capital budget delays; this segment drives installed-base growth for lucrative service contracts, so a protracted slowdown could cap longer-term margin upside.
Geographically, Europe’s rebound is encouraging and may benefit from screening backlog clearance. Asia-Pac softness stems from China restructuring; management’s Q3 layoffs suggest proactive cost control. Overall, fundamentals remain intact, but investors should track Breast Health orders and integration of recent acquisitions.
Hologic (HOLX) risultati del terzo trimestre FY25 10-Q: I ricavi sono cresciuti dell'1,2% su base annua, raggiungendo 1,024 miliardi di dollari, con vendite stabili negli Stati Uniti e un aumento del 16% in Europa che ha compensato un calo del 7% nell'Asia-Pacifico. Il settore Diagnostica è cresciuto del 2% a 449 milioni di dollari e la chirurgia ginecologica del 7% a 178 milioni, mentre la salute del seno è diminuita del 5% a 365 milioni. Il margine lordo è migliorato di 100 punti base al 56,4%, portando l'utile operativo a un incremento del 4% a 254,6 milioni. L'utile netto è rimasto stabile a 194,9 milioni; l'EPS diluito è aumentato del 5% a 0,86 dollari grazie a una riduzione del 5% del numero di azioni.
Da inizio anno i ricavi sono rimasti invariati a 3,05 miliardi, ma svalutazioni di beni intangibili per 221 milioni hanno ridotto l'utile netto del 38% a 378,5 milioni (EPS 1,66). Il flusso di cassa operativo è calato del 24% a 702 milioni, mentre la società ha speso 753 milioni per il riacquisto di azioni e 322 milioni per acquisizioni, riducendo la liquidità a 1,74 miliardi (-425 milioni da settembre 2024). Il debito rimane intorno a 2,5 miliardi; il 15 luglio 2025 HOLX ha rifinanziato la linea di credito, riducendo il prestito a termine a 1,17 miliardi e mantenendo una linea revolving da 1,25 miliardi.
La leva finanziaria è contenuta (cassa netta superiore a -0,4 miliardi) e il patrimonio netto ammonta a 4,84 miliardi. Gli obblighi di performance residui sono pari a 898 milioni, di cui il 58% da saldare entro tre anni. La direzione continua a snellire il portafoglio (cessione SSI) e ad espandersi (Gynesonics 341 milioni, Endomag 314 milioni), assorbendo costi di ristrutturazione per 17,6 milioni da inizio anno.
Aspectos destacados del tercer trimestre FY25 10-Q de Hologic (HOLX): Los ingresos aumentaron un 1,2% interanual hasta 1.024 millones de dólares, con ventas estables en EE.UU. y un crecimiento del 16% en Europa que compensó una caída del 7% en Asia-Pacífico. Diagnósticos creció un 2% hasta 449 millones y Cirugía Ginecológica un 7% hasta 178 millones, mientras que Salud Mamaria cayó un 5% hasta 365 millones. El margen bruto mejoró 100 puntos básicos hasta el 56,4%, elevando el ingreso operativo un 4% hasta 254,6 millones. El ingreso neto se mantuvo estable en 194,9 millones; las ganancias diluidas por acción aumentaron un 5% hasta 0,86 dólares debido a una reducción del 5% en el número de acciones.
En lo que va del año, los ingresos se mantuvieron sin cambios en 3.050 millones, pero las amortizaciones de intangibles por 221 millones redujeron el ingreso neto un 38% hasta 378,5 millones (EPS 1,66). El flujo de caja operativo cayó un 24% hasta 702 millones, mientras la compañía gastó 753 millones en recompra de acciones y 322 millones en adquisiciones, reduciendo el efectivo a 1.740 millones (-425 millones desde septiembre de 2024). La deuda se mantiene alrededor de 2.500 millones; el 15 de julio de 2025 HOLX refinanció su línea de crédito, reduciendo el préstamo a plazo a 1.170 millones y manteniendo una línea revolvente de 1.250 millones.
El apalancamiento del balance es moderado (efectivo neto superior a -0,4 mil millones) y el patrimonio neto totaliza 4.840 millones. Las obligaciones de desempeño restantes ascienden a 898 millones, con un 58% a pagar en tres años. La dirección continúa con la poda del portafolio (venta de SSI) y la expansión (Gynesonics 341 millones, Endomag 314 millones), absorbiendo costos de reestructuración por 17,6 millones en el año.
Hologic(HOLX) 2025 회계연도 3분기 10-Q 주요 내용: 매출은 전년 대비 1.2% 증가한 10억 2,400만 달러로, 미국 매출은 보합세였으나 유럽이 16% 증가해 아시아-태평양 지역의 7% 감소를 상쇄했습니다. 진단 부문은 2% 증가한 4억 4,900만 달러, 여성외과 부문은 7% 증가한 1억 7,800만 달러였으며, 유방 건강 부문은 5% 감소한 3억 6,500만 달러를 기록했습니다. 총이익률은 100bp 상승한 56.4%로, 영업이익은 4% 증가한 2억 5,460만 달러를 기록했습니다. 순이익은 1억 9,490만 달러로 안정적이었으며, 희석 주당순이익은 주식 수 5% 감소에 힘입어 5% 상승한 0.86달러였습니다.
연초 대비 매출은 30억 5천만 달러로 변동 없었으나, 무형자산 손상차손 2억 2,100만 달러로 순이익이 38% 감소한 3억 7,850만 달러(EPS 1.66달러)를 기록했습니다. 영업현금흐름은 24% 감소한 7억 2,000만 달러였으며, 회사는 자사주 매입에 7억 5,300만 달러, 인수에 3억 2,200만 달러를 지출해 현금 보유액은 17억 4,000만 달러로 2024년 9월 이후 4억 2,500만 달러 감소했습니다. 부채는 약 25억 달러 수준이며, 2025년 7월 15일 HOLX는 신용시설을 재융자해 기한부 대출을 11억 7,000만 달러로 줄이고 12억 5,000만 달러의 리볼빙 신용을 유지했습니다.
재무 레버리지는 적당한 수준(순현금 > -4억 달러)이며 자본 총액은 48억 4천만 달러입니다. 남은 성과 의무는 8억 9,800만 달러로, 58%가 3년 내에 만기됩니다. 경영진은 포트폴리오 정리(SSI 매각)와 확장(Gynesonics 3억 4,100만 달러, Endomag 3억 1,400만 달러)을 계속 진행하며, 연초부터 구조조정 비용 1,760만 달러를 흡수하고 있습니다.
Points clés du 3e trimestre FY25 10-Q de Hologic (HOLX) : Le chiffre d'affaires a progressé de 1,2 % en glissement annuel pour atteindre 1,024 milliard de dollars, avec des ventes stables aux États-Unis et une hausse de 16 % en Europe compensant une baisse de 7 % en Asie-Pacifique. Le secteur Diagnostics a augmenté de 2 % à 449 millions de dollars, la chirurgie gynécologique de 7 % à 178 millions, tandis que la santé mammaire a diminué de 5 % à 365 millions. La marge brute s'est améliorée de 100 points de base pour atteindre 56,4 %, ce qui a permis à l'EBIT d'augmenter de 4 % à 254,6 millions. Le résultat net est resté stable à 194,9 millions ; le BPA dilué a progressé de 5 % à 0,86 dollar grâce à une réduction de 5 % du nombre d'actions.
Depuis le début de l'année, le chiffre d'affaires est resté stable à 3,05 milliards, mais des dépréciations d'actifs incorporels de 221 millions ont fait chuter le résultat net de 38 % à 378,5 millions (BPA 1,66). Les flux de trésorerie opérationnels ont diminué de 24 % à 702 millions, tandis que la société a dépensé 753 millions pour des rachats d'actions et 322 millions pour des acquisitions, réduisant la trésorerie à 1,74 milliard (-425 millions depuis septembre 2024). La dette reste autour de 2,5 milliards ; le 15 juillet 2025, HOLX a refinancé sa facilité de crédit, réduisant le prêt à terme à 1,17 milliard et maintenant une ligne de crédit renouvelable de 1,25 milliard.
Le levier financier est modéré (trésorerie nette > -0,4 milliard) et les capitaux propres s'élèvent à 4,84 milliards. Les obligations de performance restantes s'élèvent à 898 millions, dont 58 % sont dues dans les trois ans. La direction poursuit l'allègement du portefeuille (cession de SSI) et l'expansion (Gynesonics 341 millions, Endomag 314 millions) tout en absorbant des coûts de restructuration de 17,6 millions depuis le début de l'année.
Hologic (HOLX) Q3 FY25 10-Q Highlights: Der Umsatz stieg im Jahresvergleich um 1,2 % auf 1,024 Mrd. USD, wobei die Verkäufe in den USA stabil blieben und ein Plus von 16 % in Europa den Rückgang von 7 % im asiatisch-pazifischen Raum ausglich. Der Bereich Diagnostik wuchs um 2 % auf 449 Mio. USD, GYN Chirurgie um 7 % auf 178 Mio. USD, während der Bereich Brustgesundheit um 5 % auf 365 Mio. USD zurückging. Die Bruttomarge verbesserte sich um 100 Basispunkte auf 56,4 %, was zu einem Anstieg des Betriebsergebnisses um 4 % auf 254,6 Mio. USD führte. Der Nettogewinn blieb mit 194,9 Mio. USD stabil; das verwässerte Ergebnis je Aktie stieg um 5 % auf 0,86 USD aufgrund einer um 5 % geringeren Aktienanzahl.
Im bisherigen Jahresverlauf blieben die Umsätze mit 3,05 Mrd. USD unverändert, aber Abschreibungen auf immaterielle Vermögenswerte in Höhe von 221 Mio. USD drückten den Nettogewinn um 38 % auf 378,5 Mio. USD (EPS 1,66). Der operative Cashflow sank um 24 % auf 702 Mio. USD, während das Unternehmen 753 Mio. USD für Aktienrückkäufe und 322 Mio. USD für Akquisitionen ausgab, wodurch der Kassenbestand auf 1,74 Mrd. USD sank (-425 Mio. seit September 2024). Die Verschuldung liegt bei etwa 2,5 Mrd. USD; am 15. Juli 2025 refinanzierte HOLX seine Kreditfazilität, reduzierte den Terminkredit auf 1,17 Mrd. USD und behielt eine revolvierende Kreditlinie von 1,25 Mrd. USD bei.
Die Bilanzhebelwirkung ist moderat (Netto-Cash > -0,4 Mrd. USD) und das Eigenkapital beläuft sich auf 4,84 Mrd. USD. Die verbleibenden Leistungsverpflichtungen betragen 898 Mio. USD, davon 58 % innerhalb von drei Jahren fällig. Das Management setzt die Portfolio-Bereinigung (Verkauf von SSI) und Expansion (Gynesonics 341 Mio., Endomag 314 Mio.) fort und trägt Restrukturierungskosten von 17,6 Mio. USD im Jahresverlauf.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________
FORM 10-Q
__________________________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 28, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 1-36214
__________________________________________________________
(Exact name of registrant as specified in its charter)
__________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
__________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 25, 2025, 222,419,282 shares of the registrant’s Common Stock, $0.01 par value, were outstanding.
Table of Contents
HOLOGIC, INC.
INDEX
| Page | ||||||||
PART I – FINANCIAL INFORMATION | ||||||||
| Item 1. | Consolidated Financial Statements (unaudited) | |||||||
Consolidated Statements of Income for the Three and Nine Months Ended June 28, 2025 and June 29, 2024 | 3 | |||||||
Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended June 28, 2025 and June 29, 2024 | 4 | |||||||
Consolidated Balance Sheets as of June 28, 2025 and September 28, 2024 | 5 | |||||||
Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended June 28, 2025 and Year Ended September 28, 2024 | 6 | |||||||
Consolidated Statements of Cash Flows for the Nine Months Ended June 28, 2025 and June 29, 2024 | 8 | |||||||
Notes to Consolidated Financial Statements | 9 | |||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 49 | ||||||
| Item 4. | Controls and Procedures | 50 | ||||||
PART II – OTHER INFORMATION | ||||||||
| Item 1. | Legal Proceedings | 51 | ||||||
| Item 1A. | Risk Factors | 51 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 52 | ||||||
| Item 5. | Other Information | 52 | ||||||
| Item 6. | Exhibits | 53 | ||||||
SIGNATURES | 54 | |||||||
| EXHIBITS | ||||||||
2
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
HOLOGIC, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except number of shares, which are reflected in thousands, and per share data)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Product | $ | $ | $ | $ | |||||||||||||||||||
| Service and other | |||||||||||||||||||||||
| Costs of revenues: | |||||||||||||||||||||||
| Product | |||||||||||||||||||||||
| Amortization of acquired intangible assets | |||||||||||||||||||||||
Impairment of intangible assets | |||||||||||||||||||||||
| Service and other | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Amortization of acquired intangible assets | |||||||||||||||||||||||
Impairment of intangible assets | |||||||||||||||||||||||
Contingent consideration fair value adjustment | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
Income from operations | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Other income (expense), net | ( | ||||||||||||||||||||||
Income before income taxes | |||||||||||||||||||||||
Provision for income taxes | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
Net income per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes.
3
Table of Contents
HOLOGIC, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In millions)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
| Changes in foreign currency translation adjustment | ( | ||||||||||||||||||||||
Gain (loss) recognized on available-for-sale securities, net of tax | ( | ( | |||||||||||||||||||||
Gain (loss) recognized on interest rate swaps, net of tax | ( | ( | |||||||||||||||||||||
Other comprehensive income (loss) | ( | ||||||||||||||||||||||
Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes.
4
Table of Contents
HOLOGIC, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions, except number of shares, which are reflected in thousands, and par value)
| June 28, 2025 | September 28, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Short-term investments | |||||||||||
| Accounts receivable, less reserves | |||||||||||
Inventory | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Prepaid income taxes | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
Long-term investments | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Deferred revenue | |||||||||||
| Finance lease obligations | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net of current portion | |||||||||||
| Finance lease obligations, net of current portion | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Deferred revenue, net of current portion | |||||||||||
| Other long-term liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in-capital | |||||||||||
| Retained earnings | |||||||||||
Treasury stock, at cost – | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes.
5
Table of Contents
HOLOGIC, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except number of shares, which are reflected in thousands)
| Common Stock | Additional Paid-in- Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Par Value | Number of Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units, net | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income activity | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock(1) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Accelerated share repurchase agreement | — | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| December 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units, net | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under the employee stock purchase plan | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income activity | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Accelerated share repurchase agreement | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| March 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units, net | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income activity | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock(1) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| June 29, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units, net | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under the employee stock purchase plan | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income activity | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock(1) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 28, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units, net | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income activity | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Accelerated share repurchase agreement | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock(1) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| December 28, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units, net | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under the employee stock purchase plan | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
6
Table of Contents
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income activity | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock(1) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
March 29, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units, net | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income activity | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock(1) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
June 28, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
7
Table of Contents
HOLOGIC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In millions)
| Nine Months Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization of acquired intangible assets | |||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
Intangible asset impairment charges | |||||||||||
| Other adjustments and non-cash items | |||||||||||
| Changes in operating assets and liabilities, excluding the effect of acquisitions and dispositions: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Prepaid income taxes | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses and other liabilities | ( | ||||||||||
| Deferred revenue | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
Acquisition of business, net of cash acquired | ( | ||||||||||
| Sale of business, net of cash disposed | ( | ||||||||||
| Capital expenditures | ( | ( | |||||||||
| Increase in equipment under customer usage agreements | ( | ( | |||||||||
| Strategic investments | ( | ( | |||||||||
| Purchase of intellectual property | ( | ( | |||||||||
Maturities of available-for-sale securities | |||||||||||
| Other activity | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Repayment of long-term debt | ( | ( | |||||||||
| Payment of contingent consideration | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
Proceeds under employee stock plans | |||||||||||
| Payment of minimum tax withholdings on net share settlements of equity awards | ( | ( | |||||||||
| Payments under finance lease obligations | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | |||||||||||
Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, beginning of period* | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
See accompanying notes.
8
Table of Contents
HOLOGIC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(All tabular amounts in millions, except number of shares, which are reflected in thousands, and per share data)
(1) Basis of Presentation
The unaudited consolidated financial statements of Hologic, Inc. (“Hologic” or the “Company”) presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and do not include all of the information and disclosures required by U.S. generally accepted accounting principles (“GAAP”) for annual financial statements. These unaudited financial statements should be read in conjunction with the consolidated financial statements and related notes for the fiscal year ended September 28, 2024 included in the Company’s annual report on Form 10-K filed with the SEC on November 27, 2024. In the opinion of management, the unaudited financial statements and notes contain all adjustments (consisting of normal recurring accruals and all other necessary adjustments) considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented.
The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate. Operating results for the three and nine months ended June 28, 2025 are not necessarily indicative of the results to be expected for any other interim period or the entire fiscal year ending September 27, 2025.
Subsequent Events Consideration
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that may require additional disclosure. Subsequent events have been evaluated as required. There were no material recognized or unrecognized subsequent events, except as described below, affecting the unaudited consolidated financial statements as of and for the three and nine months ended June 28, 2025. On July 15, 2025, the Company refinanced its term loan and revolving credit facility (“2021 Term Loan” and “2021 Revolver”, as defined below) with terms substantially consistent with the prior credit facility. The term loan was reduced to $1.17 billion and the revolver to $1.25 billion. For additional information, refer to Note 9.
(2) Revenue
The Company accounts for revenue pursuant to ASC 606, Revenue from Contracts with Customers (ASC 606), and generates revenue from the sale of its products, primarily medical imaging systems and related components and software, diagnostic tests and assays and surgical disposable products, and related services, which are primarily support and maintenance services on its medical imaging systems, and to a lesser extent installation, training and repairs. In addition, the Company generates service revenue from performing laboratory testing services through its Biotheranostics CLIA laboratory, which is included in its Molecular Diagnostics business. The Company’s products are sold primarily through a direct sales force, and within international markets, there is more reliance on distributors and resellers. Revenue is recorded net of sales tax. The following tables provide revenue from contracts with customers by business and geographic region on a disaggregated basis:
9
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| Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | |||||||||||||||||||||||||
Business (in millions) | United States | International | Total | United States | International | Total | ||||||||||||||||||||
| Diagnostics: | ||||||||||||||||||||||||||
| Cytology & Perinatal | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Molecular Diagnostics | ||||||||||||||||||||||||||
| Blood Screening | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Breast Health: | ||||||||||||||||||||||||||
| Breast Imaging | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Interventional Breast Solutions | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| GYN Surgical | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Skeletal Health | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Nine Months Ended June 28, 2025 | Nine Months Ended June 29, 2024 | |||||||||||||||||||||||||
Business (in millions) | United States | International | Total | United States | International | Total | ||||||||||||||||||||
| Diagnostics: | ||||||||||||||||||||||||||
| Cytology & Perinatal | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Molecular Diagnostics | ||||||||||||||||||||||||||
| Blood Screening | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Breast Health: | ||||||||||||||||||||||||||
| Breast Imaging | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Interventional Breast Solutions | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| GYN Surgical | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Skeletal Health | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
Geographic Regions (in millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||
| Europe | ||||||||||||||||||||
| Asia-Pacific | ||||||||||||||||||||
| Rest of World | ||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
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The following table provides revenue recognized by source:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
Revenue by type (in millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||
| Disposables | $ | $ | $ | $ | ||||||||||||||||
| Capital equipment, components and software | ||||||||||||||||||||
| Service | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
The Company considers revenue to be earned when all of the following criteria are met: the Company has a contract with a customer that creates enforceable rights and obligations; promised products or services are identified; the transaction price, or the amount the Company expects to receive, including an estimate of uncertain amounts subject to a constraint to ensure revenue is not recognized in an amount that would result in a significant reversal upon resolution of the uncertainty, is determinable; and the Company has transferred control of the promised items to the customer. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the contract. The transaction price for the contract is measured as the amount of consideration the Company expects to receive in exchange for the goods and services expected to be transferred. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, control of the distinct good or service is transferred. Transfer of control for the Company’s products is generally at shipment or delivery, depending on contractual terms, but occurs when title and risk of loss transfers to the customer which represents the point in time when the customer obtains the use of and substantially all of the remaining benefits of the product. As such, the Company’s performance obligation related to product sales is satisfied at a point in time. Revenue from support and maintenance contracts, extended warranty, and professional services for installation, training and repairs is recognized over time based on the period contracted or as the services are performed as these methods represent a faithful depiction of the transfer of goods and services.
The Company recognizes a receivable when it has an unconditional right to payment, which represents the amount the Company expects to collect in a transaction and is most often equal to the transaction price in the contract. Payment terms are typically 30 days in the U.S. but may be longer in international markets. The Company treats shipping and handling costs performed after a customer obtains control of the good as a fulfillment cost and records these costs within costs of product revenue when the corresponding revenue is recognized.
The Company also places instruments (or equipment) at customer sites but retains title to the instrument. The customer has the right to use the instrument for a period of time, and the Company recovers the cost of providing the instrument through the sales of disposables, namely tests and assays in Diagnostics and handpieces in GYN Surgical. These types of agreements include an embedded lease, which is generally an operating lease, for the right to use an instrument and no instrument revenue is recognized at the time of instrument delivery. The Company recognizes a portion of the revenue allocated to the embedded lease concurrent with the sale of disposables over the term of the agreement.
Revenue from laboratory testing services, which is generated by the Company’s Biotheranostics business, is recognized based upon contracted amounts with payors and historical cash collection experience for the same test or same payor group. Revenue is recognized once the laboratory services have been performed, the results have been delivered to the ordering physician, the payor has been identified, and insurance has been verified. The estimated timeframes for cash collection are three months for Medicare payors, six months for Medicare Advantage payors, and nine months for commercial payors.
Generally, the contracts for capital equipment include multiple performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. The Company determines its best estimate of standalone selling price using average selling prices over 3- to 12-month periods of data depending on the products or nature of the services coupled with current market considerations. If the product or service does not have a history of sales or if sales volume is not sufficient, the Company relies on prices set by its pricing committees or applicable marketing department adjusted for expected discounts.
Variable Consideration
The Company exercises judgment in estimating variable consideration, which includes volume discounts, sales rebates, product returns and other adjustments. These amounts are recorded as a reduction to revenue and classified as a current liability.
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The Company bases its estimates for volume discounts and sales rebates on historical information to the extent it is reasonable to be used as a predictive tool of expected future rebates. To the extent the transaction price includes variable consideration, the Company applies judgment in constraining the estimated variable consideration due to factors that may cause reversal of revenue recognized. The Company evaluates constraints based on its historical and projected experience with similar customer contracts. The Company’s contracts for the sale of capital equipment and related components, and assays and tests typically do not provide the right to return product, however, its contracts for the sale of its GYN Surgical and Interventional Breast Solutions surgical handpieces provide for a right of return for a limited period of time. In general, estimates of variable consideration and constraints are not material to the Company’s financial statements.
Remaining Performance Obligations
As of June 28, 2025, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was approximately $898.2 million. These remaining performance obligations primarily relate to support and maintenance obligations and extended warranty in the Company’s Breast Health and Skeletal Health reportable segments. The Company expects to recognize approximately 15 % of this amount as revenue in fiscal 2025, 43 % in fiscal 2026, 23 % in fiscal 2027, 12 % in fiscal 2028, and 7 % thereafter. As permitted, the Company does not include remaining performance obligations related to contracts with original expected durations of one year or less in the amounts above.
Contract Assets and Liabilities
The Company discloses accounts receivable separately in the Consolidated Balance Sheets at their net realizable value. Contract assets primarily relate to the Company’s conditional right to consideration for work completed but not billed at the reporting date. Contract assets at the beginning and end of the period, as well as the changes in the balance, were immaterial.
Contract liabilities primarily relate to payments received from customers in advance of performance under the contract. The Company records a contract liability, or deferred revenue, when it has an obligation to provide service, and to a much lesser extent product, to the customer and payment is received or due in advance of performance. Deferred revenue primarily relates to support and maintenance contracts and extended warranty obligations within the Company’s Breast Health and Skeletal Health reportable segments. Contract liabilities are classified as other current liabilities and other long-term liabilities in the Consolidated Balance Sheets. The Company recognized revenue of $22.7 million and $132.5 million in the three and nine months ended June 28, 2025, respectively, that was included in the contract liability at September 28, 2024. The Company recognized $22.8 million and $124.4 million in the three and nine months ended June 29, 2024, respectively, that was included in the contract liability at September 30, 2023.
Practical Expedients
The Company applies a practical expedient to expense costs to obtain a contract with a customer as incurred when the amortization period would have been one year or less. These costs solely comprise sales commissions and typically the commissions are incurred at the time of shipment of product and upon billings for support and maintenance contracts.
(3) Leases
Lessor Activity - Leases where Hologic is the Lessor
(4) Fair Value Measurements
Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The Company has investments in money market funds, United States Treasury securities and commercial paper that are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. These investments are
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classified as Cash and cash equivalents, and Short term and Long term investments on the Consolidated Balance Sheets, which is determined based on maturities at the time of purchase and re-evaluated at each balance sheet date.
The Company also has investments in derivative instruments comprised of interest rate swaps, forward foreign currency contracts and foreign currency option contracts (including collars). These instruments were valued using analyses obtained from independent third-party valuation specialists based on market observable inputs, representing Level 2 assets. The fair values of these derivative contracts represent the estimated amounts the Company would receive or pay to terminate the contracts. Refer to Note 11 for further discussion and information on derivative contracts. In addition, the Company has a contingent consideration liability that is recorded at fair value, which is based on Level 3 inputs.
The following table summarizes certain fair value information at June 28, 2025 and September 28, 2024 for investment assets and other liabilities measured at fair value on a recurring basis, as well as the carrying amount of certain investments.
| Fair Value at Reporting Date Using | |||||||||||||||||||||||
Fair Value | Quoted Prices in Active Market for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| June 28, 2025 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Money market mutual funds | $ | $ | $ | $ | |||||||||||||||||||
U.S. Treasury securities | |||||||||||||||||||||||
| Interest rate swaps | |||||||||||||||||||||||
| Forward foreign currency contracts | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Forward foreign currency contracts | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| September 28, 2024 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Money market mutual funds | $ | $ | $ | $ | |||||||||||||||||||
U.S. Treasury securities | |||||||||||||||||||||||
Commercial paper | |||||||||||||||||||||||
| Interest rate swaps | |||||||||||||||||||||||
| Foreign currency option contracts | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Contingent consideration | $ | $ | $ | $ | |||||||||||||||||||
Interest rate swaps | |||||||||||||||||||||||
| Forward foreign currency contracts | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Liabilities Measured and Recorded at Fair Value on a Recurring Basis
Changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3), which solely consisted of contingent consideration liabilities, during the three and nine month periods ended June 28, 2025 and June 29, 2024 were as follows:
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Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Contingent consideration recorded at acquisition | ||||||||||||||||||||||||||
| Fair value adjustments | ||||||||||||||||||||||||||
| Payments | ( | ( | ( | |||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | ||||||||||||||||||||||
Assets Measured and Recorded at Fair Value on a Nonrecurring Basis
The Company remeasures the fair value of certain assets and liabilities upon the occurrence of certain events. Such assets are comprised of equity investments and long-lived assets, primarily property, plant and equipment, intangible assets and goodwill. During the second quarter of fiscal 2025, the Company recorded intangible asset impairment charges, excluding an in-process research and development project from the Mobidiag acquisition, aggregating $204.0 million related to developed technology, trade names, and customer relationships acquired in the Acessa, Bolder, Diagenode and Mobidiag acquisitions. The Acessa and Bolder businesses are part of the Company’s GYN Surgical segment and the Diagenode and Mobidiag businesses are part of the Company’s Diagnostics segment. The total charges by asset group for each of Acessa, Bolder, Diagenode and Mobidiag were $61.9 million, $64.5 million, $38.6 million, and $39.0 million, respectively. Subsequent to the impairment charges, the carrying values of the definite-lived intangible assets for the Acessa, Bolder, Diagenode and Mobidiag asset groups were $7.2 million, zero , $3.0 million, and $6.7 million, respectively. The Company also recorded a $16.9 million impairment charge for an in-process research and development project from the Mobidiag acquisition, reducing the carrying value to $5.0 million.
During the third quarter of fiscal 2024, the Company recorded intangible asset impairment charges of $13.3 million and $0.4 million, respectively, related to its BioZorb developed technology and trade name intangible assets acquired in the Focal acquisition, which is within the Breast Health reportable segment, reducing the carrying value of the assets to zero . During the second quarter of fiscal 2024, the Company recorded intangible asset impairment charges of $25.9 million and $0.9 million, respectively, related to its BioZorb developed technology and trade name intangible assets reducing the carrying value of the assets to $13.9 million and $0.5 million, respectively. See Note 18 for further discussion.
During the first quarter of fiscal 2024, the Company recorded a $12.5 million impairment charge for right-of-use lease assets related to the closure of its Mobidiag facilities in Finland and France (see Note 8 for further discussion), reducing the carrying value to zero . In addition, during the first quarter of fiscal 2024, the Company recorded a $4.3 million impairment charge for an in-process research and development project from the Mobidiag acquisition, reducing the carrying value of this asset to $22.4 million. There were no other remeasurements in the three and nine months ended June 28, 2025 and June 29, 2024.
Disclosure of Fair Value of Financial Instruments
The Company’s financial instruments mainly consist of cash and cash equivalents, United States Treasury securities, commercial paper, accounts receivable, equity investments, interest rate swaps, forward foreign currency contracts, foreign currency option contracts, insurance contracts, accounts payable and debt obligations. The carrying amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these instruments. The Company’s United States Treasury securities, commercial paper, interest rate swaps, forward foreign currency contracts and foreign currency option contracts are recorded at fair value. The carrying amount of the insurance contracts are recorded at the cash surrender value, as required by U.S. GAAP, which approximates fair value. The Company believes the carrying amounts of its equity investments approximate fair value.
The Company’s cash and cash equivalents and short investments as of June 28, 2025 were as follows:
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| Valuation | Balance Sheet Classification | ||||||||||||||||||||||||||||||||||
| in millions | Cost | Unrealized Gains | Unrealized Losses | Fair Value | Cash and cash equivalents | Investments | |||||||||||||||||||||||||||||
Cash | $ | $ | $ | $ | $ | $ | — | ||||||||||||||||||||||||||||
Money market mutual funds | |||||||||||||||||||||||||||||||||||
U.S. Treasury debt securities | |||||||||||||||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The Company classifies its investments in debt securities as available-for-sale and records them at fair value, with changes in fair value reported as a component of accumulated other comprehensive income (loss), which was immaterial for the three and nine months ended June 28, 2025. The Company periodically assesses these securities for potential impairment losses and credit losses. The amount of credit losses, if any, will be determined by comparing the difference between the present value of future cash flows expected to be collected on these securities and the amortized cost. There were no impairments and credit losses related to available-for-sale securities for the three and nine months ended June 28, 2025.
The Company classifies all highly liquid investments with stated maturities of three months or less from the date of purchase as cash equivalents. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There were no transfers into or out of Level 3 during the three and nine months ended June 28, 2025 and June 29, 2024, respectively. There were no sales prior to maturity of available-for-sale securities during the three and nine months ended June 28, 2025.
The fair value of the available-for-sale securities by contractual maturity as of June 28, 2025 and September 28, 2024 were as follows:
| June 28, 2025 | September 28, 2024 | ||||||||||
| in millions | Fair Value | Fair Value | |||||||||
Due in three months or less | $ | $ | |||||||||
Due after three months through one year | |||||||||||
Due after one year through five years | |||||||||||
Total available-for-sale securities | $ | $ | |||||||||
Amounts outstanding under the Company’s 2021 Credit Agreement of $1.17 billion aggregate principal as of June 28, 2025 are subject to variable rates of interest based on current market rates, and as such, the Company believes the carrying amount of these obligations approximates fair value. The Company’s 4.625 % Senior Notes due 2028 (the “2028 Senior Notes”) and 3.250 % Senior Notes due 2029 (the “2029 Senior Notes”) had fair values of $396.8 million and $905.1 million, respectively, as of June 28, 2025 based on their trading prices, representing a Level 1 measurement. Refer to Note 9 for the carrying amounts of the various components of the Company’s debt.
(5) Business Combinations
Fiscal 2025 Acquisitions
Gynesonics
On January 2, 2025, the Company completed the acquisition of Gynesonics, Inc. (“Gynesonics”) for a purchase price of $340.7 million. Gynesonics, located in Redwood City, California, develops and sells a technology intended for diagnostic intrauterine imaging and transcervical treatment of certain symptomatic uterine fibroids, including those associated with heavy menstrual bleeding. Gynesonics’ results of operations are reported in the Company’s GYN Surgical reportable segment from the date of acquisition. In connection with the transaction, the Company recorded a charge of $22.4 million, of which $1.6 million was included in costs of product revenues and $20.8 million was included in operating expenses, in the second quarter of fiscal 2025 for the acceleration of Gynesonics unvested stock options for which the original terms of such awards did not provide for acceleration upon a change-in-control.
The purchase price was allocated to Gynesonics’ preliminary tangible and identifiable intangible assets and liabilities based on their preliminary estimated fair values as of January 2, 2025, as set forth below.
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| Cash | $ | |||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Other assets | ||||||||
| Accounts payable and accrued expenses | ( | |||||||
| Identifiable intangible assets: | ||||||||
| Developed technology | ||||||||
| Trade names | ||||||||
| Customer relationship | ||||||||
| Deferred income taxes, net | ( | |||||||
| Goodwill | ||||||||
| Purchase Price | $ | |||||||
In performing the preliminary purchase price allocation, the Company considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of Gynesonics’ business. The allocation of the purchase price is preliminary as the Company continues to gather information supporting the valuation of acquired assets and liabilities.
As part of the preliminary purchase price allocation, the Company determined the identifiable intangible assets are developed technology, trade names, and customer relationships. The preliminary fair value of the intangible assets was estimated using the income approach, and the cash flow projections were discounted using a 12.0 % rate. The cash flows were based on estimates used to price the transaction, and the discount rate applied was benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital.
The developed technology assets are comprised of know-how, patents and technologies embedded in Gynesonics’ products and relate to currently marketed products. The developed technology assets comprise the primary products under the Sonata technology platform.
The preliminary estimate of the weighted average life for the developed technology assets was 13 years, customer relationships was 13 years and trade name assets was 13 years. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. Factors contributing to the recognition of the amount of goodwill were primarily based on anticipated strategic and synergistic benefits that are expected to be realized from the Gynesonics acquisition. These expected benefits include expanding the Company’s surgical portfolio and utilizing GYN Surgical’s sales and regulatory expertise to drive adoption and revenue growth. None of the goodwill is expected to be deductible for income tax purposes.
Fiscal 2024 Acquisitions
Endomag
On July 25, 2024, the Company completed the acquisition of Endomagnetics Ltd (“Endomag”) for a purchase price of $313.9 million. Endomag, located in the U.K., develops and sells breast surgery localization and lymphatic tracing technologies. Endomag’s results of operations are reported in the Company’s Breast Health reportable segment from the date of acquisition.
The purchase price was allocated to Endomag’s tangible and identifiable intangible assets and liabilities based on their estimated fair values as of July 25, 2024, as set forth below.
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| Cash | $ | |||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Other assets | ||||||||
| Accounts payable and accrued expenses | ( | |||||||
| Identifiable intangible assets: | ||||||||
| Developed technology | ||||||||
| Trade names | ||||||||
| Customer relationship | ||||||||
| In-process research and development | ||||||||
| Deferred income taxes, net | ( | |||||||
| Goodwill | ||||||||
| Purchase Price | $ | |||||||
In performing the purchase price allocation, the Company considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of Endomag’s business. During the second quarter of 2025, the Company adjusted the value of inventory down by $1.2
As part of the purchase price allocation, the Company determined the identifiable intangible assets are developed technology, trade names, customer relationship and an in-process research and development project. The preliminary fair value of the intangible assets was estimated using the income approach, and the cash flow projections were discounted using a 15.0 % rate. The cash flows were based on estimates used to price the transaction, and the discount rate applied was benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital.
The developed technology assets are comprised of know-how, patents and technologies embedded in Endomag’s products and relate to currently marketed products. The developed technology assets comprise the primary product families under the Sentimag, Magseed and Magtrace technology platforms.
The estimate of the weighted average life for the developed technology assets was 11 years, customer relationships was 12 years and trade name assets was 11 years. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. Factors contributing to the recognition of the amount of goodwill were primarily based on anticipated strategic and synergistic benefits that are expected to be realized from the Endomag acquisition. These benefits include expanding the Company’s breast care portfolio and utilizing Breast Health’s sales and regulatory expertise to drive adoption and revenue growth. None of the goodwill is expected to be deductible for income tax purposes.
(6) Strategic Investments
Maverix Medical
On November 13, 2023, the Company entered into an agreement with KKR Comet, LLC, an affiliate of KKR & Co. Inc. (“KKR Comet”), to form a legal entity to develop and acquire innovative technologies and commercial operations within the lung cancer space. The new entity, named Maverix Medical LLC (“Maverix”), is managed by Ajax Health. As part of this strategic investment, the Company contributed $24.5 million in return for 45 % ownership in the Class A Common units of Maverix, and both the Company and KKR Comet have committed to make additional capital contributions in proportion to the ownership percentages upon meeting certain objectives and as approved by the Maverix board. In accordance with ASC 810, Consolidation, and ASC 323, Investments - Equity Method and Joint Ventures, the Company determined that Maverix is a variable interest entity (“VIE”) however the Company is not the primary beneficiary but does have significant influence. Therefore, this investment is being accounted for under the equity method, which requires the Company to record its proportional share of the investee’s net income (loss). This investment is recorded within Other assets in the Consolidated Balance Sheets and the net investment as of June 28, 2025 was $24.0 million, and the Company’s proportionate share of Maverix’s net loss for the three and nine months ended June 28, 2025 was $2.5 million and $5.9 million, respectively.
During the first quarter of fiscal 2025, the Company received a capital call notice for 13.3 % of total committed capital for a total amount of $9.0 million, which was paid in January 2025. The Company’s ownership interest did not change.
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Other
The Company holds other non-marketable equity securities as part of its strategic investments portfolio. Other non-marketable equity securities are measured at cost, less any impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. In addition, these investments are assessed for indicators of impairment, including adverse changes in technological milestones and financial conditions of the investee. Changes in fair value of these strategic investments are recorded in other income (expense), net in the Consolidated Statements of Income. No 53.3 million and $25.3 million, respectively, and are included in Other assets on the Consolidated Balance Sheets.
(7) Disposition
Sale of SuperSonic Imagine Ultrasound Imaging Business
On September 28, 2023, the Company executed an agreement to sell its SSI ultrasound imaging business to SSH Holdings Limited for a sales price of $1.9 million in cash. Under the terms of the contract, the Company agreed to fund the SSI business with $33.2 million of cash. The sale was completed on October 3, 2023, which was the beginning of the first quarter of fiscal 2024. The Company also agreed to provide certain transition services for up to one year, depending on the nature of the service. The SSI ultrasound imaging asset group met the criteria to be classified as assets held-for-sale in the fourth quarter of fiscal 2023. As a result, the Company recorded a charge of $51.7 million in the fourth quarter of fiscal 2023 to record the asset group to its fair value less costs to sell pursuant to ASC 360, Property, Plant and Equipment-Impairment or Disposal of Long-Lived Assets.
The Company concluded that this disposal did not qualify as a discontinued operation as the sale of the SSI ultrasound imaging business was deemed to not be a strategic shift having or that will have a major effect on the Company’s operations and financial results.
(8) Restructuring
During the third quarter of fiscal 2025, the Company made the decision to reorganize and reduce costs in China resulting in the termination of 85 employees across various divisions and departments. As a result, the Company recorded $4.1 million for severance benefits during the third quarter of fiscal 2025 pursuant to ASC 420, Exit or Disposal Cost Obligations (ASC 420) and ASC 712, Compensation-Nonretirement Postemployment Benefits (ASC 712) depending on the employee. This action was completed within the third quarter of fiscal 2025.
During the second quarter of fiscal 2025, the Company decided to reorganize certain departments and reduce costs resulting in the termination of 50 employees in the Breast Health and Surgical divisions and Corporate functions in the U.S. across multiple departments. As a result, the Company recorded $5.0 million for severance benefits during the second quarter of fiscal 2025 pursuant to ASC 420 and ASC 712, depending on the employee. These actions were completed within the second quarter of fiscal 2025.
During the first quarter of fiscal 2024, the Company further refined its strategy for the Mobidiag business, which is within the Diagnostics reportable segment. The strategy change included the decision to discontinue the manufacture and sale of certain products, closure of its facilities in Finland and France, and to transfer the development activities and operations to the Company’s San Diego, California location. As a result, the Company determined certain fixed assets lives should be shortened and that lease assets were impaired at the affected facilities and recorded accelerated depreciation of $7.2 million and a lease asset impairment charge of $12.5 million. In connection with this plan, the Company finalized its decision to terminate the employees at these locations, totaling 190 . The Company initiated discussions with the respective Works Councils at the end of the first quarter of fiscal 2024. In addition, the Company recorded the minimum statutory severance benefit for the employees located in France of $1.8 million pursuant to ASC 712 at that time. During the second quarter of fiscal 2024, the Company finalized its negotiations with the respective Works Councils and communicated the termination and related severance benefits to the affected employees. The majority of the severance benefits were recorded pursuant to ASC 420, which requires the severance benefits to be recognized ratably over the service period to obtain such benefits as the employees ceased employment in phases. The Company recorded severance charges of $1.0 million and $3.4 million during the three and nine months ended June 28, 2025, respectively, and $3.9 million and $7.9 million during the three and nine months ended June 29, 2024, respectively. For the year ended September 28, 2024, the Company recorded total severance charges of $11.9 million.
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This action was completed in the third quarter of fiscal 2025 and the total severance charges, including accelerated stock compensation, were $16.4 million.
(9) Borrowings and Credit Arrangements
The Company’s borrowings consisted of the following:
| June 28, 2025 | September 28, 2024 | ||||||||||
| Current debt obligations, net of debt discount and deferred issuance costs: | |||||||||||
Term Loan* | $ | $ | |||||||||
| Total current debt obligations | $ | $ | |||||||||
| Long-term debt obligations, net of debt discount and issuance costs: | |||||||||||
| Term Loan | $ | $ | |||||||||
| 2028 Senior Notes | |||||||||||
| 2029 Senior Notes | |||||||||||
| Total long-term debt obligations | $ | $ | |||||||||
| Total debt obligations | $ | $ | |||||||||
*The Term Loan debt obligation as of June 28, 2025 reflects entering into the amended 2021 Credit Agreement effective July 15, 2025 (as discussed below), which resulted in a change in the principal maturity schedule.
2021 Credit Agreement
On September 27, 2021, the Company and certain of its subsidiaries refinanced its then existing term loan and revolving credit facility with Bank of America, N.A. in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, and certain other lenders (the “2018 Credit Agreement”) by entering into a Refinancing Amendment (the “2021 Credit Agreement”). On August 22, 2022, the Company further amended the 2021 Credit Agreement to address the planned phase out of LIBOR by the UK Financial Conduct Authority. Under this amendment, the interest rates applicable to the loans under the 2021 Credit Agreement denominated in U.S. dollars were converted to a variant of the secured overnight financing rate (“SOFR”), as established from time to time by the Federal Reserve Bank of New York, plus a corresponding spread.
The 2021 Credit Agreement provided a $1.5 billion secured term loan facility (the “2021 Term Loan”) and a $2.0 billion revolving credit facility (the “2021 Revolver”). As of June 28, 2025, the principal amount outstanding under the 2021 Term Loan was $1.17 billion, and the interest rate was 5.42
Interest expense, weighted average interest rates, and the interest rate at the end of period under the 2021 Credit Agreement were as follows:
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| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Interest expense | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average interest rate | % | % | % | % | |||||||||||||||||||
| Interest rate at end of period | % | % | % | % | |||||||||||||||||||
The Company has entered into interest rate swap agreements, which fixed the SOFR component of the variable interest rate on a portion of the aggregate principal under the 2021 Term Loan. Under these interest rate swap agreements, the Company received $1.7 million and $5.0 million during the three and nine months ended June 28, 2025, respectively, and $2.4 million and $14.4 million during the three and nine months ended June 29, 2024, respectively. These amounts were recorded as a reduction to interest expense in the Statements of Income. See Note 11 for additional information.
The 2021 Credit Agreement contains two financial covenants; a total leverage ratio and an interest coverage ratio, both of which are measured as of the last day of each fiscal quarter. These terms, and calculations thereof, are defined in further detail in the 2021 Credit Agreement. As of June 28, 2025, the Company was in compliance with these covenants.
2025 Credit Agreement - Subsequent Event
On July 15, 2025, the Company, together with certain of its subsidiaries, refinanced its 2021 Term Loan and 2021 Revolver by entering into Refinancing Amendment No. 4 and Amendment to Pledge and Security Agreement (“2025 Credit Agreement”) to its Amended and Restated Credit and Guaranty Agreement, dated as of October 3, 2017 (as amended, restated, supplemented or otherwise modified from time to time prior to Refinancing Amendment No.4) with Bank of America, N.A. in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, and certain other lenders. All of the proceeds under the 2025 Term Loan were used to repay the amounts outstanding. Borrowings under the 2025 Credit Agreement are secured by first-priority liens on, and a first-priority security interest in (in each case subject to certain liens permitted under the 2025 Credit Agreement), substantially all of the Company's U.S. assets of the Subsidiary Guarantors. These liens are subject to release during the term of the facilities if the Company is able to achieve certain corporate or corporate family ratings and other conditions are met. The credit facilities under the 2025 Credit Agreement consist of:
•A $1.17 billion secured term loan (“2025 Term Loan”) with a stated maturity date of July 15, 2030; and
•A secured revolving credit facility (the “2025 Revolver”) under which the Borrowers may borrow up to $1.25 billion, subject to certain sublimits, with a stated maturity date of July 15, 2030.
Borrowings under the 2025 Credit Agreement, other than Swing Line Loans, bear interest, at the Company's option, at the Base Rate, at the Alternative Currency Daily Rate, at the Alternative Currency Term Rate, or as Term SOFR Loans, in each case plus the Applicable Rate (in each case, as defined in Refinancing Amendment No.4).
The Applicable Rate with respect to the Base Rate, the Alternative Currency Daily Rate and the Alternative Currency Term Rate and for Daily SOFR Loans and Term SOFR Loans is subject to specified changes depending on the Total Net Leverage Ratio (as defined in Refinancing Amendment No.4). The Term Loan borrowings initially bear interest at an annual rate equal to Term SOFR plus 1.10 %.
The Company is required to pay a quarterly commitment fee on the undrawn committed amount available under the 2025 Revolver. The per annum rate of the commitment fee is initially 0.15 % and, after September 27, 2025, is subject to adjustment to a maximum of 0.20 % per annum based on the Company’s Total Net Leverage Ratio.
There were no changes to the terms of the 2025 Credit Agreement that impact the accounting for the existing interest rate swap contract, and therefore, the interest rate swap continues to be highly effective at offsetting the cash flows being hedged. Please refer to Note 11 for further details.
2028 Senior Notes
As of June 28, 2025, the Company had 4.625 % Senior Notes due 2028 (the “2028 Senior Notes”) outstanding in the aggregate principal balance of $400 million. The 2028 Senior Notes are general senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by certain of the Company’s domestic subsidiaries and mature on February 1, 2028.
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2029 Senior Notes
As of June 28, 2025, the Company had 3.250 % Senior Notes due 2029 (the “2029 Senior Notes”) outstanding in the aggregate principal balance of $950 million. The 2029 Senior Notes are general senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by certain of the Company’s domestic subsidiaries and mature on February 15, 2029.
Interest expense for the 2029 Senior Notes and 2028 Senior Notes was as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| Interest Rate | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||
| 2028 Senior Notes | % | $ | $ | $ | $ | ||||||||||||||||||||||||
| 2029 Senior Notes | % | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
(10) Trade Receivables and Allowance for Credit Losses
The Company applies ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) to its trade receivables and allowances for credit losses, which requires that financial assets measured at amortized cost be presented at the net amount expected to be collected. The expected credit losses are developed using an estimated loss rate method that considers historical collection experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The estimated loss rates are applied to trade receivables with similar risk characteristics such as the length of time the balance has been outstanding and the location of the customer. In certain instances, the Company may identify individual trade receivable assets that do not share risk characteristics with other trade receivables, in which case the Company records its expected credit losses on an individual asset basis. For example, potential adverse changes to customer liquidity from new macroeconomic events, such as pandemics and inflation, must be taken into consideration. To date, the Company has not experienced significant customer payment defaults or identified other significant collectability concerns. In connection with assessing credit losses for individual trade receivable assets, the Company considers significant factors relevant to collectability including those specific to the customer such as bankruptcy, length of time an account is outstanding, and the liquidity and financial position of the customer. If a trade receivable asset is evaluated on an individual basis, the Company excludes those assets from the portfolios of trade receivables evaluated on a collective basis.
The following is a rollforward of the allowance for credit losses as of June 28, 2025 compared to June 29, 2024:
| Balance at Beginning of Period | Credit Loss (Gain) | Write-offs, Payments and Foreign Exchange | Balance at End of Period | |||||||||||||||||||||||||||||
| Nine Months Ended: | ||||||||||||||||||||||||||||||||
| June 28, 2025 | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
| June 29, 2024 | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
(11) Derivatives
Interest Rate Swaps - Cash Flow Hedge
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company manages its exposure to some of its interest rate risk through the use of interest rate swaps, which are derivative financial instruments. The Company does not use derivatives for speculative purposes. For a derivative that is designated as a cash flow hedge, changes in the fair value of the derivative are recognized in accumulated other comprehensive income (“AOCI”) to the extent the derivative is effective at offsetting the changes in the cash flows being hedged until the hedged item affects earnings.
In fiscal 2019, the Company entered into an interest rate swap contract with an effective date of December 23, 2020 and a termination date of December 17, 2023 (during the first quarter of fiscal 2024) to hedge a portion of its variable rate debt. On August 25, 2022, the interest rate swap agreement was restructured (consistent with the 2021 Credit Agreement) to convert the benchmark interest rate from LIBOR to the SOFR rate effective September 23, 2022 with a termination date of December 17, 2023. The Company applied the practical and optional expedients in ASC 848, Reference Rate Reform, in evaluating the impact
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of modifying the contract, which resulted in no change to the accounting for this derivative contract. The notional amount of this swap was $1.0 billion. The restructured interest rate swap fixed the SOFR component of the variable interest rate on $1.0 billion of the notional amount under the 2021 Credit Agreement at 1.23 %. The critical terms of the restructured interest rate swap were designed to mirror the terms of the Company’s SOFR-based borrowings under the 2021 Credit Agreement and therefore were highly effective at offsetting the cash flows being hedged. The Company designated this derivative as a cash flow hedge of the variability of the SOFR-based interest payments on $1.0 billion of principal. Therefore, changes in the fair value of the swap were recorded in AOCI. The contract expired during the first quarter of fiscal 2024.
On March 23, 2023, the Company entered into two consecutive interest rate swap contracts with the first contract having an effective date of December 17, 2023 and terminating on December 27, 2024, and the second contract having an effective date of December 27, 2024 and terminating on September 25, 2026. The notional amount of these swaps is $500 3.46 %, and the second interest rate swap fixes the SOFR component of the variable interest rate at 2.98 %. The critical terms of the interest rate swaps are designed to mirror the terms of the Company’s SOFR-based borrowings under the 2021 Credit Agreement and therefore are highly effective at offsetting the cash flows being hedged. The Company designated this derivative as a cash flow hedge of the variability of the SOFR-based interest payments on $500 4.5 million as of June 28, 2025. On July 15, 2025, the Company refinanced its 2021 Credit Agreement as discussed in Note 9. There were no changes to the terms of the 2025 Credit Agreement that impact the accounting of the existing interest rate swap contract, and therefore, the interest rate swap continues to be highly effective at offsetting the cash flows being hedged.
Forward Foreign Currency Exchange Contracts and Foreign Currency Option Contracts
The Company enters into forward foreign currency exchange contracts and foreign currency option contracts (including collars) to mitigate certain operational exposures from the impact of changes in foreign currency exchange rates. Such exposures result from the portion of the Company’s cash and operations that are denominated in currencies other than the U.S. dollar, primarily the Euro, the U.K. Pound, the Australian dollar, the Canadian dollar, the Chinese Yuan and the Japanese Yen. These foreign currency contracts are entered into to support transactions made in the ordinary course of business and are not speculative in nature. The Company uses collars and forward contracts as part of its foreign currency hedging strategy to manage the risk associated with fluctuations in foreign currency exchange rates. Collars, which are a combination of a put and call option, limit the range of possible positive or negative returns on an underlying exposure to a specific range. The contracts are generally for periods of one year or less. The Company did not elect hedge accounting for these contracts. As of June 28, 2025, the notional amount was $212.2 million. The change in the fair value of these contracts is recognized directly in earnings as a component of other income (expense), net.
Realized and unrealized gains and losses from these contracts, which were the only derivative contracts not designated for hedge accounting, for the three and nine months ended June 28, 2025 and June 29, 2024, respectively, were as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Amount of realized gain (loss) recognized in income | |||||||||||||||||||||||
| Forward foreign currency contracts | $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Amount of unrealized gain (loss) recognized in income | |||||||||||||||||||||||
| Forward foreign currency contracts | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Foreign currency option contracts | ( | ||||||||||||||||||||||
| $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||
| Amount of gain (loss) recognized in income | |||||||||||||||||||||||
| Total | $ | ( | $ | $ | $ | ( | |||||||||||||||||
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Financial Instrument Presentation
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheet as of June 28, 2025:
| Balance Sheet Location | June 28, 2025 | September 28, 2024 | |||||||||||||||
| Assets: | |||||||||||||||||
| Derivative instruments designated as a cash flow hedge: | |||||||||||||||||
| Interest rate swap contracts | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Interest rate swap contracts | Other assets | ||||||||||||||||
| $ | $ | ||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Forward foreign currency contracts | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Foreign currency option contracts | Prepaid expenses and other current assets | ||||||||||||||||
| $ | $ | ||||||||||||||||
| Liabilities: | |||||||||||||||||
| Derivative instruments designated as a cash flow hedge: | |||||||||||||||||
| Interest rate swap contract | Other long-term liabilities | $ | $ | ||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Forward foreign currency contracts | Accrued expenses | $ | $ | ||||||||||||||
The following table presents the unrealized gain (loss) recognized in AOCI related to interest rate swaps for the following reporting periods:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
Amount of gain (loss) recognized in other comprehensive income, net of taxes: | |||||||||||||||||||||||
| Interest rate swaps | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Total | $ | ( | $ | $ | $ | ( | |||||||||||||||||
(12) Commitments and Contingencies
Litigation and Related Matters
On November 4, 2022, a product liability complaint was filed against the Company in Massachusetts state court by a group of plaintiffs who claim they sustained injuries caused by the BioZorb 3D Bioabsorbable Marker, and additional complaints were subsequently filed alleging similar claims. The BioZorb device is an implantable three-dimensional marker that helps clinicians overcome certain challenges presented by breast conserving cancer surgery (lumpectomy). The complaints allege that the plaintiffs suffered side effects that were not disclosed in the BioZorb instructions for use and make various additional claims related to the design, manufacture and marketing of the device. Complaints have been filed on behalf of approximately 175 plaintiffs, one pending in Massachusetts state court, two pending in U.S. District Court for the Western District of Kentucky, and the remainder in U.S. District Court for the District of Massachusetts. While the Company believes it has valid defenses and plans to vigorously defend its position, litigation can be costly and unpredictable, and at this early stage the Company cannot reasonably assess the outcome of this matter.
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(13) Net Income Per Share
A reconciliation of basic and diluted share amounts is as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||
| Weighted average common stock equivalents from assumed exercise of stock options and issuance of restricted stock units | |||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
| Weighted-average anti-dilutive shares related to: | |||||||||||||||||||||||
| Outstanding stock options and restricted stock units | |||||||||||||||||||||||
(14) Stock-Based Compensation
The following presents stock-based compensation expense in the Company’s Consolidated Statements of Income:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
The Company granted options to purchase 0.6 million and 0.6 million shares of the Company’s common stock during the nine months ended June 28, 2025 and June 29, 2024, respectively, with weighted-average exercise prices of $77.47 and $72.32 , respectively. There were 4.4 million options outstanding at June 28, 2025 with a weighted-average exercise price of $57.77 .
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The Company uses a binomial model to determine the fair value of its stock options. The weighted-average assumptions utilized to value these stock options are indicated in the following table:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Risk-free interest rate | % | % | % | % | |||||||||||||||||||
| Expected volatility | % | % | % | % | |||||||||||||||||||
| Expected life (in years) | |||||||||||||||||||||||
| Dividend yield | |||||||||||||||||||||||
| Weighted average fair value of options granted | $ | $ | $ | $ | |||||||||||||||||||
The Company granted 0.7 million and 0.7 million restricted stock units (“RSUs”) during the nine months ended June 28, 2025 and June 29, 2024, respectively, with weighted-average grant date fair values of $78.45 and $72.03 per unit, respectively. In addition, the Company granted 0.1 million and 0.1 million performance stock units (“PSUs”) during the nine months ended June 28, 2025 and June 29, 2024, respectively, to members of its senior management team, which have a weighted-average grant date fair value of $79.00 and $71.92 per unit, respectively. Each recipient of PSUs is eligible to receive between zero and 200 % of the target number of shares of the Company’s common stock at the end of a three-year performance period, provided that the Company’s defined Return on Invested Capital metrics are achieved. The Company also granted 0.1 million and 0.1 million of free cash flow performance stock units (“FCF PSUs”) based on a three-year cumulative free cash flow measure to members of its senior management team, which had a grant date fair value of $79.00 and $71.92 per unit during the nine months ended June 28, 2025 and June 29, 2024, respectively. Each recipient of FCF PSUs is eligible to receive between zero and 200 % of the target number of shares of the Company’s common stock at the end of the three-year measurement period. The PSUs and FCF PSUs cliff-vest three years from the date of grant, and the Company recognizes compensation expense ratably over the required service period based on its estimate of the probable number of shares that will vest upon achieving the measurement criteria. If there is a change in the estimate of the number of shares that are probable of vesting, the Company will cumulatively adjust compensation expense in the period that the change in estimate is made. The Company also granted 0.1 million and 0.1 million market stock units (“MSUs”) to members of its senior management team during the nine months ended June 28, 2025 and June 29, 2024, respectively. Each recipient of MSUs is eligible to receive between zero and 200 % of the target number of shares of the Company’s common stock at the end of a three-year performance period based upon achieving a certain total shareholder return relative to a defined peer group. The MSUs were valued at $87.41 and $88.06 per share using the Monte Carlo simulation model in fiscal 2025 and 2024, respectively. The MSUs cliff-vest three years from the date of grant, and the Company recognizes compensation expense for the MSUs ratably over the service period. At June 28, 2025, there was 1.8 million in aggregate unvested RSUs, PSUs, FCF PSUs and MSUs outstanding.
At June 28, 2025, there was $10.9 million and $55.4 million of unrecognized compensation expense related to stock options and stock units (comprised of RSUs, PSUs, FCF PSUs and MSUs), respectively, to be recognized over a weighted-average period of 2.5 and 1.9 years, respectively.
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(15) Other Balance Sheet Information
| June 28, 2025 | September 28, 2024 | ||||||||||
| Inventories | |||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| $ | $ | ||||||||||
| Property, plant and equipment | |||||||||||
| Equipment | $ | $ | |||||||||
| Equipment under customer usage agreements | |||||||||||
| Building and improvements | |||||||||||
| Leasehold improvements | |||||||||||
| Land | |||||||||||
| Furniture and fixtures | |||||||||||
Finance lease right-of-use asset | |||||||||||
| $ | $ | ||||||||||
| Less – accumulated depreciation and amortization | ( | ( | |||||||||
| $ | $ | ||||||||||
(16) Business Segments and Geographic Information
The Company has four reportable segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health. The Company measures and evaluates its reportable segments based on segment revenues and operating income adjusted to exclude the effect of non-cash charges (such as intangible asset amortization expense, and goodwill and intangible asset impairment charges), transaction and integration expenses for acquisitions, restructuring, consolidation and divestiture charges, litigation charges, and other one-time or unusual items.
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Identifiable assets for the reportable segments consist of inventories, intangible assets, goodwill, and property, plant and equipment. The Company fully allocates depreciation expense to its reportable segments. The Company has presented all other identifiable assets as corporate assets. There were no Segment information is as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Total revenues: | |||||||||||||||||||||||
| Diagnostics | $ | $ | $ | $ | |||||||||||||||||||
| Breast Health | |||||||||||||||||||||||
| GYN Surgical | |||||||||||||||||||||||
| Skeletal Health | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Income (loss) from operations: | |||||||||||||||||||||||
| Diagnostics | $ | $ | $ | $ | |||||||||||||||||||
| Breast Health | |||||||||||||||||||||||
| GYN Surgical | ( | ||||||||||||||||||||||
| Skeletal Health | ( | ( | ( | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
| Diagnostics | $ | $ | $ | $ | |||||||||||||||||||
| Breast Health | |||||||||||||||||||||||
| GYN Surgical | |||||||||||||||||||||||
| Skeletal Health | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||
| Diagnostics | $ | $ | $ | $ | |||||||||||||||||||
| Breast Health | |||||||||||||||||||||||
| GYN Surgical | |||||||||||||||||||||||
| Skeletal Health | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| June 28, 2025 | September 28, 2024 | ||||||||||
| Identifiable assets: | |||||||||||
| Diagnostics | $ | $ | |||||||||
| Breast Health | |||||||||||
| GYN Surgical | |||||||||||
| Skeletal Health | |||||||||||
| Corporate | |||||||||||
| $ | $ | ||||||||||
The Company had no customers that represented greater than 10% of consolidated revenues during the three and nine months ended June 28, 2025 and June 29, 2024.
The Company operates in the following major geographic areas noted in the below chart. Revenue data is based upon customer location. Other than the United States, no single country accounted for more than 10% of consolidated revenues. The Company’s sales in Europe are predominantly derived from the United Kingdom, Germany, France, Spain, Italy and the Netherlands. The Company’s sales in Asia-Pacific are predominantly derived from China, Australia and Japan. The “Rest of World” designation includes Canada, Latin America and the Middle East.
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Revenues by geography as a percentage of total revenues were as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| United States | % | % | % | % | |||||||||||||||||||
| Europe | % | % | % | % | |||||||||||||||||||
| Asia-Pacific | % | % | % | % | |||||||||||||||||||
| Rest of World | % | % | % | % | |||||||||||||||||||
| % | % | % | % | ||||||||||||||||||||
(17) Income Taxes
In accordance with ASC 740, Income Taxes, each interim period is considered integral to the annual period, and tax expense is measured using an estimated annual effective tax rate. An entity is required to record income tax expense each quarter based on its annual effective tax rate estimated for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, adjusted for discrete taxable events that occur during the interim period.
For the three months ended June 28, 2025, the Company recorded income tax expense of $40.1 million resulting in an effective tax rate of 17.1 %. For the nine months ended June 28, 2025, the Company recorded income tax expense of $75.5 million, resulting in an effective tax rate of 16.6 %. The effective tax rates for both the three and nine months ended June 28, 2025 differed from the U.S. statutory tax rate primarily due to the geographic mix of income, which was impacted by impairment charges in high-tax jurisdictions recorded in the second quarter of fiscal 2025, and income earned by the Company’s international subsidiaries, which are generally taxed at rates lower than the U.S. statutory tax rate, the U.S. deduction for foreign derived intangible income, federal and state tax credits, and U.S. tax on foreign earnings.
For the three months ended June 29, 2024, the Company recorded income tax expense of $46.2 million resulting in an effective tax rate of 19.2 %. For the nine months ended June 29, 2024, the Company recorded income tax expense of $32.6 million, resulting in an effective tax rate of 5.1 %. The effective tax rate for the three months ended June 29, 2024 was lower than the U.S. statutory tax rate primarily due to the U.S. deduction for foreign derived intangible income, the geographic mix of income earned by the Company’s international subsidiaries, which are generally taxed at rates lower than the U.S. statutory tax rate, and federal and state tax credits. The effective tax rate for the nine months ended June 29, 2024 was lower than the U.S. statutory tax rate primarily due to a discrete tax benefit of $107.2 million related to a worthless stock deduction on an investment in one of the Company’s international subsidiaries recorded in the first quarter of fiscal 2024, the U.S. deduction for foreign derived intangible income, and the geographic mix of income earned by the Company’s international subsidiaries, and federal and state tax credits.
On July 4, 2025, H.R. 1 (also known as the “One Big Beautiful Bill”) was signed into law, introducing significant changes to U.S. federal tax law. The Company is currently evaluating the provisions of this new legislation and its potential impact on our business, financial condition, and results of operations. Based on its preliminary analysis, the Company does not expect H.R. 1 to have a material effect on its consolidated financial statements for the fiscal year ending September 27, 2025. The Company will continue to monitor developments related to H.R. 1.
Non-Income Tax Matters
The Company is subject to tax examinations for value added, sales-based, payroll and other non-income tax items. A number of these examinations are ongoing in various jurisdictions. The Company takes certain non-income tax positions in the jurisdictions in which it operates and records loss contingencies pursuant to ASC 450. Such amounts were not material for any of the periods presented. In the normal course of business, the Company's positions and conclusions related to its non-income tax positions could be challenged, resulting in assessments by governmental authorities. While the Company believes estimated losses previously recorded are reasonable, certain audits are still ongoing and additional charges could be recorded in the future.
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(18) Intangible Assets
Intangible assets consisted of the following:
| Description | As of June 28, 2025 | As of September 28, 2024 | |||||||||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Gross Carrying Value | Accumulated Amortization | ||||||||||||||||||||
| Acquired intangible assets: | |||||||||||||||||||||||
| Developed technology | $ | $ | $ | $ | |||||||||||||||||||
| In-process research and development | |||||||||||||||||||||||
| Customer relationships | |||||||||||||||||||||||
| Trade names | |||||||||||||||||||||||
| Total acquired intangible assets | $ | $ | $ | $ | |||||||||||||||||||
| Internal-use software | |||||||||||||||||||||||
| Capitalized software embedded in products | |||||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | |||||||||||||||||||
The estimated remaining amortization expense of the Company’s acquired intangible assets as of June 28, 2025 for each of the five succeeding fiscal years was as follows:
Remainder of Fiscal 2025 | $ | ||||
| Fiscal 2026 | $ | ||||
| Fiscal 2027 | $ | ||||
| Fiscal 2028 | $ | ||||
Fiscal 2029 | $ | ||||
Impairment
During the second quarter of fiscal 2025, in connection with commencing its company-wide annual strategic planning process, the Company identified indicators of impairment in its Acessa, Bolder, Diagenode, and Mobidiag product lines, which are at the lowest level of asset groups that generate cash flows separate from other asset groups. The indicator of impairment for each asset group was reduced forecasted revenues and operating results. The Acessa and Bolder businesses are part of the Company’s GYN Surgical segment and the Diagenode and Mobidiag businesses are part of the Company’s Diagnostics segment. As a result, the Company performed undiscounted cash flow analyses at each asset group level pursuant to ASC 360, Property, Plant and Equipment - Overall (ASC 360), to determine if the cash flows expected to be generated by each respective business unit over the estimated remaining useful lives of the respective business unit’s primary asset were sufficient to recover the carrying value of each asset group. Based on these analyses the Company determined the undiscounted cash flows for each business unit were not sufficient to recover the carrying value of the business unit’s long-lived assets. As a result, the Company was required to perform Step 3 of the impairment test and determine the fair value of each asset group. To estimate the fair value of each asset group, the Company utilized the income approach, which is based on a discounted cash flow (DCF) analysis and calculates the fair value by estimating the after-tax cash flows attributable to the asset group and then discounting the after-tax cash flows to present value using a risk-adjusted discount rate. Assumptions used in the DCF require significant judgment, including judgment about appropriate discount rates, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows for each business were based on the Company's most recent strategic plan and for periods beyond the strategic plan, the Company's estimates were based on assumed growth rates expected as of the measurement date. The Company believes its assumptions were consistent with the plans and estimates that a market participant would use to manage each business. The discount rate used is intended to reflect the risks inherent in future cash flow projections and was based on an estimate of the weighted average cost of capital (WACC) of market participants relative to the asset group. The Company used a discount rate of 13.5 %, 16.3 %, 12.5 % and 18.0 % for Acessa, Bolder, Diagenode and Mobidiag, respectively. As a result of these analyses, the Company determined the fair value of each asset group was below its carrying value. Prior to calculating and allocating the impairment charge for Mobidiag, the Company assessed the only in-process research and development intangible asset in the Mobidiag asset group for impairment. The Company determined the fair value of this indefinite-lived asset utilizing the DCF model and recorded a $16.9 million impairment charge to operating expenses, reducing the fair value of
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this asset to $5.0 million. The reduction in fair value of this asset was primarily due to a reduction in forecasted revenues and a delay in the timing of completing the project to focus on other projects.
To record the asset groups to fair value, the Company recorded an aggregate impairment charge of $204.0 million during the second quarter of fiscal 2025, with $183.4 million recorded to costs of product revenues and $20.6 million recorded to operating expenses. The total impairment charges by asset group for Acessa, Bolder, Diagenode and Mobidiag were $61.9 million, $64.5 million, $38.6 million and $39.0 million, respectively, reducing the fair values of these asset groups to $8.1 million, $4.1 million, $6.7 million and $13.4 million, respectively. The impairment charges were allocated to the long-lived assets on a pro-rata basis as follows: $183.4 million to developed technology, $19.0 million to customer relationships, and $1.6 million to trade names. The Company believes its assumptions used to determine the fair value of each asset group are reasonable. Actual operating results and the related cash flows of the asset groups could differ from the estimated operating results and related cash flows. In the event the asset group does not meet its forecasted projections, additional impairment charges could be recorded in the future. The Company also re-evaluated the remaining useful lives of the intangible assets and concluded no changes were necessary.
During the second quarter of fiscal 2024, in connection with commencing its company-wide annual strategic planning process, the Company identified indicators of impairment in its BioZorb product line, which was part of the Focal acquisition. As a result, the Company performed an undiscounted cash flow analysis pursuant to ASC 360 to determine if the cash flows expected to be generated by the BioZorb product line over the remaining estimated useful life of the primary asset were sufficient to recover the carrying value of the asset group. Based on this analysis the undiscounted cash flows were not sufficient to recover the carrying value of the long-lived assets. Therefore, the Company was required to perform Step 3 of the impairment test and determine the fair value of the asset group. To estimate the fair value of the asset group, the Company utilized a DCF analysis. Based on this analysis, the fair value of the BioZorb asset group was below its carrying value and the Company recorded an impairment charge of $26.8 million during the second quarter of fiscal 2024. The impairment charge was allocated to the long-lived assets on a pro-rata basis as follows: $25.9 million to developed technology and $0.9 million to trade names, which reduced the carrying value of the assets to $13.9 million and $0.5 million, respectively. The Company also re-evaluated the remaining useful lives of the intangible assets and concluded no changes were necessary.
During the third quarter of fiscal 2024, the Federal Drug Administration classified a prior safety notice for the BioZorb Marker as a Class I recall. This was the technical classification of a prior safety notice only, not a product removal. Following this, the Company lowered its forecasts for this product line, which was an indicator of impairment. Accordingly, the Company performed an undiscounted cash flow analysis, and the cash flows were not sufficient to recover the carrying value of the asset group. The Company performed a fair value analysis and determined that the fair value of the asset group was de minimis. As a result, the Company recorded an impairment charge of $13.3 million and $0.4
During the first quarter of fiscal 2024, the Company assessed its in-process research and development intangible asset from its Mobidiag acquisition for impairment. The Company determined the fair value of this indefinite-lived asset utilizing the discounted cash flow model and recorded a $4.3 million impairment charge, reducing the fair value of this asset to $22.4 million. The reduction in the fair value of this asset was primarily due to a reduction in forecasted revenues and a delay in the timing of completing the project. In addition, the Company determined that the useful life of the customer relationship and trade name intangible assets from its Mobidiag acquisition should be shortened and recorded accelerated amortization expense of $7.3 million to bring the net carrying values to zero
(19) Product Warranties
Product warranty activity was as follows:
| Balance at Beginning of Period | Provisions | Settlements/ Adjustments | Balance at End of Period | ||||||||||||||||||||||||||||||||
| Nine Months Ended: | |||||||||||||||||||||||||||||||||||
| June 28, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| June 29, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
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(20) Accumulated Other Comprehensive Income (Loss)
The following tables summarize the changes in accumulated balances of other comprehensive income (loss) for the periods presented:
| Three Months Ended June 28, 2025 | Nine Months Ended June 28, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation | Available-For-Sale Debt Securities | Hedged Interest Rate Swaps | Total | Foreign Currency Translation | Available-For-Sale Debt Securities | Hedged Interest Rate Swaps | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Beginning Balance | $ | ( | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ending Balance | $ | ( | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 29, 2024 | Nine Months Ended June 29, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation | Pension Plans | Hedged Interest Rate Swaps | Total | Foreign Currency Translation | Pension Plans | Hedged Interest Rate Swaps | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Beginning Balance | $ | ( | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ending Balance | $ | ( | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
(21) Share Repurchase
On September 22, 2022, the Board of Directors authorized a stock repurchase program, with a five-year term, to repurchase up to $1.0 billion of the Company’s outstanding common stock, effective as of the close of trading September 23, 2022. This repurchase program replaced the previous $1.0 billion authorization. During the three months ended December 28, 2024, the Company repurchased 2.4 million shares of its common stock under this authorization for total consideration of $190.3 million. As of the end of the first quarter of fiscal 2025, no amounts remained available under this authorization.
On September 12, 2024, the Board of Directors authorized a new stock repurchase program, with a five-year term, to repurchase up to $1.5 billion of the Company’s outstanding stock. This new stock repurchase authorization was in addition to the Company’s prior stock repurchase authorization. Exclusive of shares repurchased pursuant to the accelerated share repurchase agreement described below, during the three and nine months ended June 28, 2025, the Company repurchased 0.7 million and 4.7 million shares of its common stock under this authorization for total consideration of $35.6 million and $312.6 million, respectively. As of June 28, 2025, $937.5 million remained unused under this authorization.
On November 19, 2024, the Company executed an accelerated share repurchase (“ASR”) agreement with JPMorgan Chase & Co., (“JP Morgan”) pursuant to its existing authorizations and pursuant to which the Company agreed to repurchase $250.0 million of the Company’s common stock. In connection with the launch of the ASR, on November 20, 2024, the Company paid JP Morgan an aggregate of $250.0 million and received 2.5 million shares of the Company’s common stock, representing 80 % of the transaction value based on the Company’s closing share price on November 18, 2024. On December 23, 2024, the ASR agreement was completed, and the Company received an additional 0.8 million shares for the final settlement. This final settlement was based on the total transaction value and the volume-weighted average share price of the Company’s common stock during the term of the agreement.
(22) New Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. The guidance requires entities to provide enhanced disclosures about significant segment expenses. For entities that have adopted the amendments in Update 2023-07, the updated guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and is applicable to the Company for its annual report on Form 10-K for fiscal 2025. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-07 on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. The FASB issued this update to enhance income tax disclosures primarily related to the rate reconciliation and
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income taxes paid information. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, and is applicable to the Company in fiscal 2026. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-09 on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220) Expense Disaggregation Disclosures. This update is intended to improve the disclosures related to expenses and provide investors more detailed information about certain types of expenses. For entities that have adopted the amendments in Update 2024-03, the updated guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and is applicable to the Company beginning with its annual report on Form 10-K for fiscal 2028. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on its consolidated financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY STATEMENT
Some of the statements contained in this report and documents incorporated by reference herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements regarding:
•the development of new or improved competitive technologies and products;
•the anticipated development of markets we sell our products into and the success of our products in these markets;
•our ability to predict accurately the demand for our products, and products under development and to develop strategies to address markets successfully;
•the anticipated performance and benefits of our products;
•business strategies;
•the effect of consolidation in the healthcare industry;
•the ability to execute acquisitions and the impact and anticipated benefits of completed acquisitions and acquisitions we may complete in the future;
•the coverage and reimbursement decisions of third-party payors;
•the uncertainty of the impact of cost containment efforts and federal healthcare reform legislation on our business and results of operations;
•the guidelines, recommendations, and studies published by various organizations relating to the use of our products;
•our ability to obtain and maintain regulatory approvals and clearances for our products, including the implementation of the European Union Medical Device and In Vitro Diagnostic Regulation requirements, and maintain compliance with complex and evolving regulations and quality standards, as well as the uncertainty of costs required to obtain and maintain compliance with such regulatory and quality matters;
•the possibility of interruptions or delays at our manufacturing facilities, or the failure to secure alternative suppliers if any of our sole source third-party manufacturers fail to supply us;
•the possibility that products may contain undetected errors or defects or otherwise not perform as anticipated;
•the ability to successfully manage ongoing organizational and strategic changes, including our ability to attract, motivate and retain key employees and maintain engagement and efficiency in remote work environments;
•the impact and costs and expenses of investigative and legal proceedings and compliance risks we may be subject to now or in the future;
•the impact of future tax legislation;
•the ongoing and possible future effects of global challenges, including macroeconomic uncertainties, such as inflation, bank failures, rising interest rates and availability of capital markets, wars, conflicts, other economic disruptions and U.S. and global recession concerns, on our customers and suppliers and on our business, financial condition, results of operations and cash flows and our ability to draw down our revolver;
•the effect of the worldwide political and social uncertainty and divisions, including the impact on trade regulations and tariffs, that may adversely impact the cost and sale of our products in certain countries, or increase the costs we may incur to purchase materials, parts and equipment from our suppliers;
•conducting business internationally;
•potential cybersecurity threats and targeted computer crime;
•the ongoing and possible future effects of supply chain constraints, including the availability of critical raw materials and components, as well as cost inflation in materials, packaging and transportation;
•the ability to consolidate certain of our manufacturing and other operations on a timely basis and within budget, without disrupting our business and to achieve anticipated cost synergies related to such actions;
•potential negative impacts resulting from climate change or other environmental, social, and governance and sustainability related matters;
•our ability to meet production and delivery schedules for our products;
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•the effect of any future public health pandemic or other crises, including the timing, scope and effect of U.S. and international governmental, regulatory, fiscal, monetary and public health responses to such crises;
•our ability to protect our intellectual property rights;
•anticipated trends relating to our financial condition or results of operations, including the impact of interest rate and foreign currency exchange fluctuations;
•estimated asset and liability values;
•our compliance with covenants contained in our debt agreements; and
•our liquidity, capital resources and the adequacy thereof.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “likely,” “future,” “strategy,” “potential,” “seeks,” “goal” and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. Factors that could cause or contribute to differences in our future financial results include the cautionary statements set forth herein and in our other filings with the Securities and Exchange Commission, including the “Risk Factors” set forth or incorporated by reference in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as those described in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024 or any other of our subsequently filed reports. We qualify all of our forward-looking statements by these cautionary statements.
OVERVIEW
We are a developer, manufacturer and supplier of premium diagnostics products, medical imaging systems and surgical products focused on women’s health and well-being through early detection and treatment. We sell and service our products through a combination of direct sales and service personnel and a network of independent distributors and sales representatives. We operate in four segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health.
Through our Diagnostics segment, we offer a wide range of diagnostic products, which are used primarily to aid in the screening and diagnosis of human diseases. Our primary Diagnostics products include our molecular diagnostic assays, which run on our advanced instrumentation systems (Panther and Panther Fusion), our ThinPrep cytology system, including our Genius Digital Diagnostics System, and the Rapid Fetal Fibronectin Test. Our Aptima family of molecular diagnostic assays is used to detect, among other things, the infectious microorganisms that cause common sexually transmitted diseases, or STDs, such as chlamydia and gonorrhea, or CT/NG; certain high-risk strains of human papillomavirus, or HPV; Trichomonas vaginalis, the parasite that causes trichomoniasis; Mycoplasma genitalium; and Herpes Simplex viruses 1 and 2. We also offer viral load tests for the quantitation of Hepatitis B virus, Hepatitis C virus, human immunodeficiency virus, or HIV-1, and human cytomegalo virus, or CMV, for use on our Panther instrument system. In addition, we offer bacterial vaginosis and candida vaginitis assays for the diagnosis of vaginitis, a common and complex ailment affecting millions of women a year. Our assay portfolio also includes diagnostic tests for a range of acute respiratory infections, including SARS-CoV-2, various strains of influenza and parainfluenza, and respiratory syncytial virus, as well as a test for the detection of Group B Streptococcus, or GBS, that are run on the Panther Fusion system, a field upgradeable instrument addition to the base Panther system. In response to the COVID-19 pandemic, we developed and launched the Aptima SARS-CoV-2 assay and the Aptima SARS-CoV-2/Flu assay (each of which runs on our standard Panther system) and the Panther Fusion SARS-CoV-2 assay and the Panther Fusion SARS-CoV-2/Flu A/B/RSV assay (which run on our Panther Fusion system). In May 2022, we obtained CE-marking for two new molecular assays, Panther Fusion EBV Quant assay for quantitation of Epstein-Barr virus, and the Panther Fusion BKV Quant assay for quantitation of the BK virus. These two assays are the first quantitative real-time PCR assays on the Panther Fusion system, and, together with the Aptima CMV Quant assay, expand our menu of transplant monitoring assays. The ThinPrep System is primarily used in cytology applications, such as cervical cancer screening, and the Rapid Fetal Fibronectin Test assists physicians in assessing the risk of pre-term birth. We also generate service revenues from our CLIA-certified laboratory for testing related to breast cancer and all metastatic cancers.
Our Breast Health segment offers a broad portfolio of solutions for breast imaging, biopsy, breast surgery and pathology. These solutions include 3D digital mammography systems, image analysis software utilizing artificial intelligence, reading
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workstations, minimally invasive breast biopsy guidance systems, breast biopsy site markers, localization, and specimen radiology systems. Our most advanced breast imaging platforms, Selenia 3D Dimensions and 3Dimensions systems, utilize tomosynthesis to produce 3D images that show multiple contiguous slice images of the breast.
Our GYN Surgical products include our MyoSure hysteroscopic tissue removal system, our NovaSure endometrial ablation system, our Fluent fluid management system, our Acessa ProVu laparoscopic radiofrequency ablation system, our Gynesonics Sonata intrauterine imaging and transcervical treatment system as well as our CoolSeal vessel sealing portfolio and our JustRight surgical stapler. The MyoSure suite of devices offers four options to provide incision-less removal of fibroids, polyps, and other pathology within the uterus. The NovaSure portfolio is comprised of the NovaSure ADVANCED device and the NovaSure V5 device for the treatment of abnormal uterine bleeding. The Fluent and Fluent Pro fluid management system provides liquid distention during diagnostic and operative hysteroscopic procedures. The Acessa ProVu system is a fully integrated system that uses laparoscopic ultrasound, guidance mapping and radiofrequency ablation to treat nearly all types of fibroids. The Sonata system uses ultrasound and radiofrequency energy to treat fibroids. The CoolSeal portfolio includes the CoolSeal Trinity, CoolSeal Reveal, and CoolSeal Mini advanced bipolar vessel sealing devices. The JustRight 5 mm stapler features a smaller instrument profile and is used for laparoscopic general and pediatric surgery.
Our Skeletal Health segment’s products include the Horizon DXA, a dual energy x-ray system, which evaluates bone density and performs body composition assessments, and the Fluoroscan Insight FD mini C-arm, which assists in performing minimally invasive orthopedic surgical procedures on a patient’s extremities, such as the hand, wrist, knee, foot, and ankle.
Unless the context otherwise requires, references to we, us, Hologic or our company refer to Hologic, Inc. and its consolidated subsidiaries.
Trademark Notice
Hologic is a trademark of Hologic, Inc. Other trademarks, logos, and slogans registered or used by Hologic and its divisions and subsidiaries in the United States and other countries include, but are not limited to, the following: 3Dimensions, 3D Mammography, 3D, 3DQuorum, Acessa, Acessa ProVu, Affirm, Aptima, Aptima Combo 2, ATEC, BCI, BioZorb, Breast Cancer Index, Brevera, CancerTYPE ID, Celero, Hologic Clarity HD, CoolSeal, C-View, DirectRay, Dimensions, Endomag, Eviva, Faxitron, Fluent, Fluoroscan, Focal Therapeutics, Genius 3D, Genius, Genius AI, Gynesonics, Hologic, Horizon, InSight, Intelligent 2D, ImageChecker, JustRight, LOCalizer, Magtrace, Magseed, MyoSure, NovaSure, Omni, Panther, Panther Fusion, PreservCyt, Progensa, Quantra, Rapid Ffn, SecurView, Selenia, Sentimag, Sertera, SmartCurve, Smart-Depth, Sonata, ThinPrep, and Tomcat.
All other brand names or trademarks appearing in this Quarterly Report on Form 10-Q are the property of their respective owners. Hologic’s use or display of other parties’ trademarks, trade dress or products in this Quarterly Report does not imply that Hologic has a relationship with, or endorsement or sponsorship of, the trademark or trade dress owners.
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ACQUISITIONS
Gynesonics
On January 2, 2025, we completed the acquisition of Gynesonics, Inc. (“Gynesonics”) for a purchase price of $340.7 million. Gynesonics, located in Redwood City, California, develops and sells a technology intended for diagnostic intrauterine imaging and transcervical treatment of certain symptomatic uterine fibroids, including those associated with heavy menstrual bleeding. Based on our preliminary valuation, we allocated $146.1 million of the purchase price to the value of intangible assets and $191.0 million to goodwill. The allocation of the purchase price is preliminary as we continue to gather information supporting the acquired assets and liabilities. Gynesonics’ results of operations are reported in our GYN Surgical segment from the date of acquisition. In connection with the transaction, we recorded a charge of $22.4 million, of which $1.6 million was included in costs of product revenues and $20.8 million was included in operating expenses, in the second quarter of fiscal 2025 for the acceleration of Gynesonics unvested stock options for which the original terms of such awards did not provide for acceleration upon a change-in-control.
Endomag
On July 25, 2024, we completed the acquisition of Endomagnetics Ltd (“Endomag”) for a purchase price of $313.9 million. Endomag, located in the U.K., develops and sells breast surgery localization and lymphatic tracing technologies. Based on our preliminary valuation, we allocated $197.8 million of the purchase price to the value of intangible assets and $140.1 million to goodwill. Endomag’s results of operations are reported in our Breast Health segment.
DISPOSITION
SuperSonic Imagine Ultrasound Imaging
On September 28, 2023, we entered into a definitive agreement to sell our SSI ultrasound imaging business to SSH Holdings Limited for a sales price of $1.9 million in cash. Under the terms of the contract, we agreed to fund the SSI business with $33.2 million of cash. The sale was completed on October 3, 2023 (the beginning of the first quarter of fiscal 2024).
RESULTS OF OPERATIONS
All dollar amounts in tables are presented in millions.
Product Revenues
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Change | June 28, 2025 | June 29, 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount | % of Total Revenue | Amount | % of Total Revenue | Amount | % | Amount | % of Total Revenue | Amount | % of Total Revenue | Amount | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Product Revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Diagnostics | $ | 415.1 | 40.5 | % | $ | 406.9 | 40.2 | % | $ | 8.2 | 2.0 | % | $ | 1,271.3 | 41.7 | % | $ | 1,246.8 | 41.0 | % | $ | 24.5 | 2.0 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Breast Health | 200.9 | 19.6 | % | 228.9 | 22.6 | % | (28.0) | (12.2) | % | 603.1 | 19.8 | % | 696.7 | 22.9 | % | (93.6) | (13.4) | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| GYN Surgical | 175.7 | 17.2 | % | 165.4 | 16.4 | % | 10.3 | 6.2 | % | 499.7 | 16.4 | % | 479.6 | 15.8 | % | 20.1 | 4.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Skeletal Health | 18.7 | 1.8 | % | 10.0 | 1.0 | % | 8.7 | 87.0 | % | 46.9 | 1.5 | % | 44.1 | 1.4 | % | 2.8 | 6.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 810.4 | 79.1 | % | $ | 811.2 | 80.2 | % | $ | (0.8) | (0.1) | % | $ | 2,421.0 | 79.4 | % | $ | 2,467.2 | 81.1 | % | $ | (46.2) | (1.9) | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
We had a decrease in product revenues in both the current three and nine month periods compared to the corresponding periods in the prior year. The decrease in the current three month period was primarily due to a decrease in Breast Health revenue partially offset by an increase in GYN Surgical, Skeletal Health and Diagnostics revenues. The decrease in the current nine month period was primarily due to a decrease in Breast Health revenues partially offset by an increase in Diagnostics and GYN Surgical revenue.
Diagnostics product revenues increased $8.2 million and $24.5 million, respectively, or 2.0% in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to an increase in our Molecular Diagnostics business. The increase in Molecular Diagnostics was primarily driven by an increase in sales volumes of our BV/CV assays, which we primarily attribute to increased adoption by our laboratory customers, and an increase in sales volumes of our Fusion respiratory assays due to a more severe flu season and new customer adoption this year compared to the prior year.
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These increases were partially offset by a decrease in sales of our two SARS-CoV-2 assays, which we primarily attribute to a normalized level of COVID-19 cases and greater use of rapid tests compared to the prior year.
Breast Health product revenues decreased $28.0 million and $93.6 million, or 12.2% and 13.4%, respectively, in the current three and nine month periods compared to the corresponding periods in the prior year. The decrease in the current three and nine month periods compared to the corresponding periods in the prior year was primarily due to a decrease in sales of our digital mammography systems, primarily 3D Dimensions systems and related workstation and workflow products, including software, which we primarily attribute to the prior year period having strong demand fulfillment built up from chip shortages, and in the current year periods we experienced longer sales cycles and insufficient sales force execution. In addition, we had a decrease in sales volume of our Trident HD systems in both periods. These decreases were partially offset by an increase in sales of our interventional breast solutions products of $23.2 million and $38.2 million, respectively, primarily due to the Endomag acquisition, which contributed $18.8 million and $41.4 million of product revenue in the current three and nine month periods, respectively, and to a lesser extent an increase in sales of our Brevera needles.
GYN Surgical product revenues increased $10.3 million and $20.1 million, or 6.2% and 4.2%, respectively, in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to the Gynesonics acquisition, which contributed $8.5 million and $14.7 million in the current three and nine month periods, respectively, an increase in the sales volume of our Fluent fluid management system, an increase in the sales volume of our MyoSure devices and an increase in our NovaSure devices in international markets, primarily Europe, which we primarily attribute to our go-direct strategy and improved reimbursement in certain countries. These increases were partially offset by a decrease in domestic revenues from lower volumes of our NovaSure devices, which we primarily attribute to a shrinking ablation market due to the increased use of alternative therapies and a decrease in sales volumes of our Acessa ProVu systems and related disposables.
Skeletal Health product revenues increased $8.7 million and $2.8 million or 87.0% and 6.3%, respectively, in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to an increase in sales volume of our Horizon DXA systems from pent up demand as the temporary stop-ship implemented during the third quarter of fiscal 2024 due to a non-conformance matter pertaining to electromagnetic compatibility requirements was fully resolved for all Horizon DXA models in the current quarter. This increase was partially offset by lower sales volumes of our Insight FD systems.
At the end of any of our fiscal quarters and years, there remain open orders, primarily related to consumable products, that are not fulfilled until the beginning of the subsequent quarter or year, depending on a number of factors, including but not limited to customer ordering patterns, various operational and logistical issues, and in periods prior to fiscal 2025 management discretion to defer shipping orders based on achieving certain financial targets. Consolidated revenues in the current quarter were unfavorably impacted by less than 0.1% and the current nine month period benefited by less than 1% from the timing of such open orders that were not fulfilled in the quarters preceding the three and nine month periods, respectively.
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Product revenues by geography as a percentage of total product revenues were as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| United States | 71.9 | % | 73.7 | % | 71.8 | % | 72.8 | % | |||||||||||||||
| Europe | 15.9 | % | 13.6 | % | 16.0 | % | 14.5 | % | |||||||||||||||
| Asia-Pacific | 6.0 | % | 6.8 | % | 6.0 | % | 6.6 | % | |||||||||||||||
| Rest of World | 6.2 | % | 5.9 | % | 6.2 | % | 6.1 | % | |||||||||||||||
| 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||
In the current three and nine month periods compared to the corresponding periods in the prior year, the percentage of product revenue derived from Europe increased, while the percentage of product revenue derived from the United States and Asia-Pacific decreased. The increase in Europe was primarily due to an increase in sales of our GYN Surgical products, primarily Sonata disposables from the Gynesonics acquisition as well as our MyoSure and NovaSure devices, and to a lesser extent an increase in sales of our Genius systems and in the current nine month period, a minimum commitment penalty payment received from the German government for SARS-CoV-2 assays. The decrease in the United States in the current three and nine month periods compared to the corresponding periods in the prior year was primarily due to a decrease in sales of our Breast Health products, specifically our 3D Dimensions systems and related workflow and workstation products as discussed above. Partially offsetting this decrease was an increase in sales of our Diagnostics products, primarily our BV/CV and Fusion respiratory assays. The decrease in Asia-Pacific was primarily due to a decrease in sales volumes of our ThinPrep Pap Tests, HPV assays and 3D Dimensions systems in China, which we primarily attribute to the trade war between China and the United States and other Chinese policies that impact sales volumes, partially offset by an increase in Horizon DXA systems in Japan in the current three month period as the stop ship was fully lifted.
Service and Other Revenues
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Change | June 28, 2025 | June 29, 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount | % of Total Revenue | Amount | % of Total Revenue | Amount | % | Amount | % of Total Revenue | Amount | % of Total Revenue | Amount | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Service and Other Revenues | $ | 213.4 | 20.8 | % | $ | 200.2 | 19.8 | % | $ | 13.2 | 6.6 | % | $ | 629.9 | 20.6 | % | $ | 575.1 | 18.9 | % | $ | 54.8 | 9.5 | % | |||||||||||||||||||||||||||||||||||||||||||||||
Service and other revenues consist primarily of revenue generated from our field service organization to provide ongoing support and maintenance services, installation and repair of our products. Service and other revenues increased 6.6% and 9.5%, respectively, in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to an increase in Breast Health service contract revenue from our expanded installed base. In addition, in the current nine month period, we had higher lab testing volumes from our Biotheranostics business, which we primarily attribute to greater adoption of our Breast Cancer Index test.
Cost of Product Revenues
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Change | June 28, 2025 | June 29, 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount | % of Product Revenue | Amount | % of Product Revenue | Amount | % | Amount | % of Product Revenue | Amount | % of Product Revenue | Amount | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of Product Revenues | $ | 310.5 | 38.3 | % | $ | 298.2 | 36.8 | % | $ | 12.3 | 4.1 | % | $ | 916.6 | 37.9 | % | $ | 913.9 | 37.0 | % | $ | 2.7 | 0.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of Acquired Intangible Assets | 41.1 | 5.1 | % | 44.4 | 5.5 | % | (3.3) | (7.3) | % | 135.3 | 5.6 | % | 134.9 | 5.5 | % | 0.4 | 0.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Impairment of Intangible Assets | — | — | % | 13.3 | 1.6 | % | (13.3) | ** | 183.4 | 7.6 | % | 39.2 | 1.6 | % | 144.2 | ** | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 351.6 | 43.4 | % | $ | 355.9 | 43.9 | % | $ | (4.3) | (1.2) | % | $ | 1,235.3 | 51.0 | % | $ | 1,088.0 | 44.1 | % | $ | 147.3 | 13.5 | % | ||||||||||||||||||||||||||||||||||||||||||||||||
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Cost of Product Revenues. The cost of product revenues as a percentage of product revenues was 38.3% and 37.9% respectively, in the current three and nine month periods compared to 36.8% and 37.0%, respectively, in the corresponding periods in the prior year.
Diagnostics’ product costs as a percentage of revenue decreased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to an increase in sales volume of our Women’s Health assays, primarily BV/CV, and Fusion respiratory assays, favorable manufacturing variances from higher production volumes and lower scrap. Partially offsetting this increase in gross margin was a decrease in Covid assay volumes, an increase in sustaining on-market support and higher amortization and service costs from a larger installed base. In the current nine month period, costs were lower as there we no period charges from the Mobidiag business as a result of the facility closure during the second half of fiscal 2024.
Breast Health’s product costs as a percentage of revenue increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to lower sales volumes of our higher margin products, primarily 3D Dimensions and related workstation and workflow products (including software) and to a lesser extent unfavorable manufacturing variances from lower production volumes and higher excess and obsolescence charges, partially offset by the inclusion of Endomag, which has higher margins than the legacy business. Also contributing to the increase in costs as a percentage of revenue in the current nine month period was the step-up to fair value for the acquired Endomag inventory sold during the period.
GYN Surgical’s product costs as a percentage of revenue increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to a decrease in domestic sales volume of our NovaSure devices, an increase in sales of our Fluent fluid management system and Gynesonics systems, which have lower margins, and a decrease in domestic average selling prices of our MyoSure devices, and in the current nine month period an increase from the step-up to fair value for the acquired Gynesonics inventory sold during the second quarter of the current fiscal year. The increase in costs as a percentage of revenue in both current periods was partially offset by an increase in sales volume of our MyoSure and NovaSure devices in international markets.
Skeletal Health’s product costs as a percentage of revenue decreased in the current three month period compared to the corresponding period in the prior year primarily due to an increase in Horizon DXA system volumes and improved mix of higher margin versions and the prior year period included a $5.0 million charge related to the Horizon DXA system stop ship that was implemented during the third quarter of fiscal 2024, partially offset by a charge for non-cancelable purchase commitments related to the Insight FD system that we will stop selling in fiscal 2026, and lower average selling prices. Product costs as a percentage of revenue increased in the current nine month period compared to the corresponding period in the prior year primarily due to a charge for non-cancelable purchase commitments related to the Insight FD system, an increase in costs to rework the Horizon DXA systems due to a non-conformance pertaining to electromagnetic compatibility requirements as discussed above, and a decrease in the average selling prices of our Horizon DXA systems and Insight FD systems.
The U.S. government implemented reciprocal tariffs in April 2025 to accomplish certain policy goals and is currently negotiating trade agreements with many countries. Currently, the government has implemented a baseline 10% tariff on imports into the U.S., with certain exceptions. U.S. tariffs are paid by the entity that is the importer of record, and as such, we are liable for those products and materials imported into the U.S. We manufacture the majority of our GYN Surgical and Breast Health interventional breast solutions disposable products at our Costa Rica facility, which is subject to the 10% tariff. We also utilize a third-party manufacturer based in Mexico to produce our Skeletal Health products. Goods from Mexico are subject to a 25% tariff, however, the finished goods we import from Mexico are predominantly exempt from tariffs under the United States-Mexico-Canada Agreement (“USMCA”). Based on the mitigation efforts we expect to take, we estimate that, if maintained at current levels, the impact of direct tariff costs to us on a quarterly basis will be approximately $10 million to $12 million, which is lower than our initial estimate of approximately $20 million to $25 million previously disclosed in our second quarter’s Form 10-Q. This estimate does not consider potential cost increases from our vendors and suppliers. We continue to evaluate the status of the evolving tariffs as well as various measures to mitigate the impact of tariffs, however we can give no assurances on the success of these efforts. Additional tariffs or other trade restrictions by the U.S. or other countries where we do significant business or applicable to specific industries relevant to our business, could further materially impact our results in the future.
Amortization of Acquired Intangible Assets. Amortization of intangible assets included in cost of product revenues relates to acquired developed technology, which is generally amortized over its estimated useful life of between 10 and 15 years. Amortization expense decreased in the current three month period compared to the corresponding period in the prior year primarily due to lower amortization of the Acessa, Bolder, Diagenode and Mobidiag developed technology assets as a result of impairment charges recorded in the second quarter of fiscal 2025, and the Biozorb developed technology asset as a result of impairment charges recorded in the second and third quarters of fiscal 2024, partially offset by an increase in amortization
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expense from developed technology assets acquired in the Endomag and Gynesonics acquisitions. Amortization expense increased in the current nine month period compared to the corresponding period in the prior year primarily due to an increase in amortization expense from the Endomag and Gynesonics acquisitions, partially offset by lower amortization of the Acessa, Bolder, Diagenode, Mobidiag and Biozorb developed technology assets as a result of the impairments discussed above.
Impairment of Intangible Assets. During the second quarter of fiscal 2025, in connection with commencing our company-wide strategic planning process, we identified indicators of impairment in our Acessa, Bolder, Diagenode and Mobidiag businesses. As a result, we performed undiscounted cash flow analyses pursuant to ASC 360, Property, Plant and Equipment - Overall, to determine if the cash flows expected to be generated by these product lines over the remaining estimated useful lives of their primary assets were sufficient to recover the carrying value of the asset groups. Based on these analyses, the undiscounted cash flows were not sufficient to recover the carrying value of the long-lived assets. Therefore, we were required to perform Step 3 of the impairment test and determine the fair value of the asset groups. To estimate the fair value of the asset groups, we utilized the income approach, which is based on a discounted cash flow (DCF) analysis, and calculated the fair value by estimating the after-tax cash flows attributable to the asset groups and then discounting the after-tax cash flows to present value using a risk-adjusted discount rate. Based on these analyses, the fair value of the Acessa, Bolder, Diagenode and Mobidiag asset groups were below their carrying values, and we recorded impairment charges aggregating $204.0 million of which $183.4 million of the charge was allocated to developed technology.
During the second quarter of fiscal 2024, in connection with commencing our company-wide annual strategic planning process, we identified indicators of impairment in our BioZorb product line, which was part of the Focal acquisition. As a result, we performed an undiscounted cash flow analysis. Based on this analysis the undiscounted cash flows were not sufficient to recover the carrying value of the long-lived assets. Therefore, we were required to perform Step 3 of the impairment test and determine the fair value of the asset group. To estimate the fair value of the asset group, we utilized a DCF analysis. Based on this analysis, the fair value of the BioZorb asset group was below its carrying value, and we recorded an impairment charge of $26.8 million of which $25.9 million of the charge was allocated to developed technology. During the third quarter of fiscal 2024, the Federal Drug Administration classified a prior safety notice for the BioZorb Marker as a Class I recall. This was a technical classification of a prior safety notice only, not a product removal. Following this, we lowered our forecast for this product line, which was an indicator of impairment. Accordingly, we performed an undiscounted cash flow analysis and determined the cash flows were not sufficient to recover the carrying value of the asset group. We performed a fair value analysis and determined that the fair value of the asset group was immaterial. As a result, we recorded an impairment charge of $13.3 million to developed technology, to fully write-off the asset. For additional information, please refer to Note 18 to our consolidated financial statements.
Cost of Service and Other Revenues
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Change | June 28, 2025 | June 29, 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount | % of Service Revenue | Amount | % of Service Revenue | Amount | % | Amount | % of Service Revenue | Amount | % of Service Revenue | Amount | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of Service and Other Revenue | $ | 95.6 | 44.8 | % | $ | 95.2 | 47.5 | % | $ | 0.4 | 0.4 | % | $ | 281.2 | 44.6 | % | $ | 284.2 | 49.4 | % | $ | (3.0) | (1.1) | % | |||||||||||||||||||||||||||||||||||||||||||||||
Service and other revenues gross margin increased to 55.2% and 55.4%, respectively, in the current three and nine month periods, compared to 52.4% and 50.6%, respectively, in the corresponding periods in the prior year. The increase in gross margin was primarily due to an increase in service contract and preventative maintenance revenue from our expanded installed base of digital mammography systems with lower field service expense. In addition, the increase in the current nine month period was also due to an increase in lab testing revenue from Biotheranostics, which has higher margins than our legacy service business.
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Operating Expenses
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Change | June 28, 2025 | June 29, 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount | % of Total Revenue | Amount | % of Total Revenue | Amount | % | Amount | % of Total Revenue | Amount | % of Total Revenue | Amount | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | $ | 61.4 | 6.0 | % | $ | 64.1 | 6.3 | % | $ | (2.7) | (4.3) | % | $ | 183.1 | 6.0 | % | $ | 205.5 | 6.8 | % | $ | (22.4) | (10.9) | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Selling and marketing | 152.2 | 14.9 | % | 146.3 | 14.5 | % | 5.9 | 4.0 | % | 472.8 | 15.5 | % | 439.4 | 14.4 | % | 33.4 | 7.6 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | 99.1 | 9.7 | % | 94.0 | 9.3 | % | 5.1 | 5.4 | % | 334.5 | 11.0 | % | 306.2 | 10.1 | % | 28.3 | 9.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of acquired intangible assets | 3.0 | 0.3 | % | 5.3 | 0.5 | % | (2.3) | (43.4) | % | 11.5 | 0.4 | % | 24.3 | 0.8 | % | (12.8) | (52.7) | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Impairment of intangible assets | — | — | % | 0.4 | — | % | (0.4) | ** | 37.5 | 1.2 | % | 5.6 | 0.2 | % | 31.9 | 569.6 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contingent consideration - fair value adjustment | — | — | % | — | — | % | — | ** | — | — | % | 1.7 | 0.1 | % | (1.7) | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring charges | 6.3 | 0.6 | % | 6.2 | 0.6 | % | 0.1 | ** | 17.6 | 0.6 | % | 34.8 | 1.1 | % | (17.2) | ** | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 322.0 | 31.6 | % | $ | 316.3 | 31.2 | % | $ | 5.7 | 1.8 | % | $ | 1,057.0 | 34.6 | % | $ | 1,017.5 | 33.5 | % | $ | 39.5 | 3.9 | % | ||||||||||||||||||||||||||||||||||||||||||||||||
** Percentage not meaningful
Research and Development Expenses. Research and development expenses decreased 4.3% and 10.9%, respectively, in the current three and nine month periods compared to the corresponding periods in the prior year. The decrease in the current three and nine months periods compared to the corresponding periods in the prior year was primarily due to a decrease in compensation and benefits from lower headcount, primarily within Diagnostics and Breast Health (excluding Endomag), lower bonus expense and a decrease in project spend partially offset by the inclusion of expenses of $2.2 million and $6.2 million, respectively, related to the Endomag acquisition, and $1.8 million and $5.9 million, respectively, related to the Gynesonics acquisition, a decrease in credits recorded for funds received from the Biomedical Advanced Research and Development Authority (BARDA) grant to obtain FDA approval of our SARS-CoV-2 assays, and an increase in consulting spend related to the quality organization and addressing matters raised by the FDA. The decrease in the current nine month period is also due to the prior year period included a $10.0 million charge related to the purchase of intellectual property to be used in a Diagnostics development project that had no future alternative use. At any point in time, we have a number of different research projects and clinical trials being conducted and the timing of these projects and related costs can vary from period to period.
Selling and Marketing Expenses. Selling and marketing expenses increased 4.0% and 7.6%, respectively, in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to the inclusion of expenses of $6.6 million and $26.0 million, respectively, from the Endomag acquisition which included a one-time contract termination fee in the current nine month period, the inclusion of expenses of $6.3 million and $18.7 million, respectively, from the Gynesonics acquisition, which included $6.8 million of expense for the acceleration and cash out of unvested stock options in connection with the acquisition in the current nine month period, partially offset by a decrease in marketing initiatives.
General and Administrative Expenses. General and administrative expenses increased 5.4% and 9.2%, respectively, in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to the inclusion of expenses of $1.9 million and $7.0 million, respectively, from the Endomag acquisition, the inclusion of expenses of $1.6 million and $16.6 million, respectively, from the Gynesonics acquisition which included $12.2 million for the acceleration and cash out of unvested stock options in the current nine month period, and an increase in consulting, partially offset by lower bonus expense. In the current three month period, we also had higher expense from our deferred compensation plan due to improved market performance. In addition, in the current nine month period we had an increase in legal fees, IT project spend, acquisition transaction expenses and stock compensation expense, partially offset by lower expense from our deferred compensation plan and a decrease in bad debt expense.
Amortization of Acquired Intangible Assets. Amortization of acquired intangible assets primarily results from customer relationships and trade names related to our acquisitions. These intangible assets are generally amortized over their estimated useful lives of between 5 and 30 years. Amortization expense decreased in the current three and nine month periods primarily
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due to lower amortization of the Bolder and Diagenode customer relationship and trade name intangible assets as a result of impairment charges recorded in the second quarter of fiscal 2025 and accelerated amortization in the prior year period of customer relationship and trade name intangible assets acquired in the Mobidiag acquisition.
Impairment of Intangible Assets. During the second quarter of fiscal 2025, as discussed above, we recorded aggregate impairment charges of $204.0 million related to our Acessa, Bolder, Diagenode and Mobidiag businesses of which $20.5 million was allocated to customer lists and trade names and written off to operating expenses. We also recorded an impairment charge of $16.9 million to record our IPR&D asset from the Mobidiag acquisition to fair value. The reduction in fair value was primarily due to a reduction in forecasted revenues and timing of completing the project. During the third quarter of fiscal 2024, as discussed above, we recorded an additional impairment charge related to our BioZorb product line of $13.7 million of which $0.4 million was allocated to trade names. During the second quarter of fiscal 2024, we recorded an impairment charge of $26.8 million related to our BioZorb product line of which $0.9 million was allocated to trade names and written off to operating expenses. During the first quarter of fiscal 2024 we recorded an impairment charge of $4.3 million to record our IPR&D asset from the Mobidiag acquisition to fair value. The reduction in fair value was primarily due to a reduction in forecasted revenues and timing of completing the project. For additional information, please refer to Note 18 to our consolidated financial statements.
Restructuring Charges. We have implemented various cost reduction initiatives to align our cost structure with our operations and related integration activities. These actions have primarily resulted in the termination of employees and the shutdown of certain facilities. During the third quarter of fiscal 2025, we made the decision to reorganize and reduce costs in China resulting in the termination of certain employees across various divisions and departments. Charges of $4.1 million were recorded for severance benefits during the third quarter of fiscal 2025, and the action was completed in the quarter. During the second quarter of fiscal 2025 we made various decisions to reorganize certain departments and reduce costs resulting in the termination of certain employees in the Breast Health and Surgical divisions and Corporate functions in the U.S. across multiple departments. Charges of $5.0 million were recorded for severance benefits during the second quarter of fiscal 2025. These actions were completed as of March 29, 2025. During the first quarter of fiscal 2024, we further refined our strategy for the Mobidiag business and decided to discontinue the manufacture and sale of certain products. This decision resulted in the closure of facilities in Finland and France as we moved the development activities and operations to our San Diego, California location. As a result, we recorded accelerated depreciation of $7.2 million and a lease impairment charge of $12.5 million in the first quarter of fiscal 2024. In addition, during the first quarter of fiscal 2024, we recorded the minimum statutory severance benefit for the affected French employees of $1.8 million. During the second quarter of fiscal 2024, we finalized negotiations with the respective Works Councils and recorded severance charges of $4.0 million related to this action, and during the third quarter of fiscal 2024, we recorded an additional $3.9 million. For the three and nine month periods ended June 28, 2025, we recorded severance benefit charges for the affected employee groups of $1.0 million and $3.4 million, respectively. This action was completed in the third quarter of fiscal 2025. For additional information, please refer to Note 8 to our consolidated financial statements.
Interest Income
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Change | June 28, 2025 | June 29, 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Amount | Amount | Amount | % | Amount | Amount | Amount | % | ||||||||||||||||||||||||||||||||||||||||
| Interest Income | $ | 16.4 | $ | 28.4 | $ | (12.0) | (42.3) | % | $ | 55.5 | $ | 80.3 | $ | (24.8) | (31.0) | % | |||||||||||||||||||||||||||||||
Interest income decreased in the current three and nine month periods compared to the corresponding periods in the prior year due to lower average cash and investment balances and lower interest rates as the U.S. Federal Reserve reduced the Federal Funds Rate over the last twelve months.
Interest Expense
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Change | June 28, 2025 | June 29, 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Amount | Amount | Amount | % | Amount | Amount | Amount | % | ||||||||||||||||||||||||||||||||||||||||
| Interest Expense | $ | (28.9) | $ | (31.9) | $ | 3.0 | (9.4) | % | $ | (88.5) | $ | (90.2) | $ | 1.7 | (1.8) | % | |||||||||||||||||||||||||||||||
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Interest expense consists primarily of the cash interest costs and the related amortization of the debt discount and deferred issuance costs on our outstanding debt. Interest expense decreased in the current three and nine month periods compared to the corresponding period in the prior year primarily due to a lower principal balance outstanding under our 2021 Credit Agreement and a reduction in interest rates as the U.S. Federal Reserve reduced the Federal Funds Rate over the last twelve months. In the current nine month period, the decrease was partially offset by a reduction of $9.4 million received under interest rate swap agreements primarily due to a decrease in our overall hedged principal amount from $1.0 billion to $500 million and an increase in the fixed SOFR component under those agreements.
Other Income (Expense), net
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Change | June 28, 2025 | June 29, 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Amount | Amount | Amount | % | Amount | Amount | Amount | % | ||||||||||||||||||||||||||||||||||||||||
Other Income (Expense), net | $ | (7.1) | $ | 0.2 | $ | (7.3) | ** | $ | 9.6 | $ | 0.8 | $ | 8.8 | ** | |||||||||||||||||||||||||||||||||
** Percentage not meaningful
For the current three month period, this account primarily consisted of net foreign currency exchange losses of $10.6 million primarily from the mark-to-market of foreign currency contracts used to hedge operating results and a $2.5 million ownership share loss from our investment in Maverix Medical. These losses were partially offset by a gain of $5.9 million from the change in cash surrender value of life insurance contracts related to our deferred compensation plan driven by stock market gains. For the third quarter of fiscal 2024, this account primarily consisted of a gain of $0.9 million from the change in cash surrender value of life insurance contracts related to our deferred compensation plan driven by stock market gains and net foreign currency exchange gains of $0.4 million primarily from the mark-to-market of foreign currency contracts used to hedge operating results, partially offset by a $0.9 million ownership share loss from our investment in Maverix Medical.
For the current nine month period, this account primarily consisted of net foreign currency exchange gains of $11.5 million primarily from the mark-to-market of foreign currency contracts used to hedge operating results and to a lesser extent, a gain of $3.9 million from the change in cash surrender value of life insurance contracts related to our deferred compensation plan driven by stock market gains. These gains were partially offset by a $5.9 million ownership share loss from our investment in Maverix Medical. For the corresponding nine month period in the prior year, this account primarily consisted of a gain of $10.9 million from the change in cash surrender value of life insurance contracts related to our deferred compensation plan driven by stock market gains. This gain was partially offset by net foreign currency exchange losses of $7.2 million primarily from the mark-to-market of foreign currency contracts used to hedge operating results, and a $2.3 million ownership share loss from our investment in Maverix Medical.
Provision for Income Taxes
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Change | June 28, 2025 | June 29, 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Amount | Amount | Amount | % | Amount | Amount | Amount | % | ||||||||||||||||||||||||||||||||||||||||
Provision for Income Taxes | $ | 40.1 | $ | 46.2 | $ | (6.1) | (13.2) | % | $ | 75.5 | $ | 32.6 | $ | 42.9 | ** | ||||||||||||||||||||||||||||||||
**Percentage not meaningful
Our effective tax rates for the three and nine months ended June 28, 2025 were 17.1% and 16.6%, respectively, compared to 19.2% and 5.1% for the corresponding periods in the prior year.
Our effective tax rates for both the three and nine months ended June 28, 2025 differed from the U.S. statutory tax rate primarily due to the geographic mix of income, which was impacted by impairment charges in high-tax jurisdictions recognized in the second quarter of fiscal 2025, and income earned by our international subsidiaries, which are generally taxed at rates lower than the U.S. statutory tax rate, the U.S. deduction for foreign derived intangible income, federal and state tax credits, and U.S. tax on foreign earnings.
Our effective tax rate for the three months ended June 29, 2024 was lower than the U.S. statutory tax rate primarily due to the geographic mix of income earned by our international subsidiaries, which are generally taxed at rates lower than the U.S.
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statutory tax rate and the U.S. deduction for foreign derived intangible income. Our effective tax rate for the nine months ended June 29, 2024 was lower than the U.S. statutory tax rate primarily due to a discrete tax benefit of $107.2 million related to a worthless stock deduction on the investment in one of our international subsidiaries recorded in the first quarter of fiscal 2024, the geographic mix of income earned by our international subsidiaries, which are generally taxed at rates lower than the U.S. statutory tax rate, and the U.S. deduction for foreign derived intangible income.
Segment Results of Operations
We operate in four segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health. The accounting policies of the segments are the same as those described in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024. We measure segment performance based on total revenues and operating income. Revenues from product sales of each of these segments are described in further detail above. The discussion that follows is a summary analysis of total revenues and the primary changes in operating income or loss by segment.
Diagnostics
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Change | June 28, 2025 | June 29, 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Amount | Amount | Amount | % | Amount | Amount | Amount | % | ||||||||||||||||||||||||||||||||||||||||
| Total Revenues | $ | 448.9 | $ | 440.8 | $ | 8.1 | 1.8 | % | $ | 1,373.1 | $ | 1,338.7 | $ | 34.4 | 2.6 | % | |||||||||||||||||||||||||||||||
| Operating Income | $ | 111.1 | $ | 89.7 | $ | 21.4 | 23.9 | % | $ | 249.5 | $ | 210.1 | $ | 39.4 | 18.8 | % | |||||||||||||||||||||||||||||||
| Operating Income as a % of Segment Revenue | 24.7 | % | 20.3 | % | 18.2 | % | 15.7 | % | |||||||||||||||||||||||||||||||||||||||
Diagnostics revenues increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to an increase in product revenue discussed above. The increase in revenue in the current nine month period compared to the corresponding period in the prior year was also due to higher lab testing revenue from our Biotheranostics business.
Operating income for this business segment increased in the current three and nine month periods compared to the corresponding periods in the prior year. The increase in the current three month period was primarily due to an increase in gross profit and a decrease in operating expenses. The increase in the current nine month period was primarily due to a decrease in operating expenses, partially offset by a decrease in gross profit. Gross margin was 55.0% and 49.9%, respectively, in the current three and nine month periods compared to 53.1% and 52.2%, respectively, in the corresponding periods in the prior year. The increase in the current three month period compared to the corresponding period in the prior year was primarily due to an increase in sales volumes of our Women’s Health assays, primarily BV/CV assays, and Fusion respiratory assays, favorable manufacturing variances from higher production volumes and lower scrap and a decrease in intangible asset amortization for the Mobidiag and Diagenode developed technology assets as a result of impairment charges recorded in the second quarter of fiscal 2025, partially offset by a decrease in Covid assay volumes, an increase in sustaining on-market support and higher amortization and service costs from a larger installed base. The decrease in the current nine month period compared to the corresponding period in the prior year was primarily due to the impairment charges recorded in the second quarter of the current year related to Diagenode and Mobidiag aggregating $73.1 million, a decrease in Covid assay volumes and an increase in sustaining on-market support partially offset by the increase in sales volume of our Women’s Health assays, primarily BV/CV assays, favorable manufacturing variances from higher production volumes, and no period charges from the Mobidiag business as a result of the facility closure during the second half of fiscal 2024. In addition, the decline in gross margin was partially offset by an increase in Biotheranostics lab testing revenue which has higher margins.
Operating expenses decreased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to lower research and development headcount from prior year restructuring actions, lower bonus expense, and a decrease in marketing initiatives. In addition, in the current nine month period we had a decrease in operating expenses as the prior year period included a lease impairment charge of $12.5 million, a $10.0 million charge related to the purchase of intellectual property that had no future alternative use, and accelerated amortization expense of acquired intangible assets which resulted in lower amortization expense of acquired intangible assets in the current nine month period. This was partially offset by an increase in impairment charges in the current nine month period related to the in-process research and
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development intangible asset from our Mobidiag business and an intangible asset from our Diagenode business as discussed above.
Breast Health
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Change | June 28, 2025 | June 29, 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Amount | Amount | Amount | % | Amount | Amount | Amount | % | ||||||||||||||||||||||||||||||||||||||||
| Total Revenues | $ | 365.2 | $ | 385.0 | $ | (19.8) | (5.1) | % | $ | 1,090.4 | $ | 1,147.3 | $ | (56.9) | (5.0) | % | |||||||||||||||||||||||||||||||
| Operating Income | $ | 99.6 | $ | 102.4 | $ | (2.8) | (2.7) | % | $ | 262.8 | $ | 296.2 | $ | (33.4) | (11.3) | % | |||||||||||||||||||||||||||||||
| Operating Income as a % of Segment Revenue | 27.3 | % | 26.6 | % | 24.1 | % | 25.8 | % | |||||||||||||||||||||||||||||||||||||||
Breast Health revenues decreased in the current three and nine month periods compared to the corresponding periods in the prior year due to a decrease in product revenues as discussed above partially offset by an increase in service revenue.
Operating income for this business segment decreased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to a decrease in gross profit from the reduction in revenues and an increase in operating expenses. Gross margin was 57.0% and 56.4%, respectively, in the current three and nine month periods compared to 54.3% and 54.3%, respectively, in the corresponding periods in the prior year. The increase in gross margin in the current three and nine month periods was primarily driven by the prior year periods’ inclusion of intangible asset impairment charges of $13.3 million and $39.2 million, respectively, related to Biozorb as discussed above, an increase in service contract revenue from our expanded installed base with lower field service expense, and the inclusion of Endomag, partially offset by the decrease in sales of 3D Dimensions systems and related workstations and workflow products (including software), higher intangible asset amortization related to the Endomag acquisition, and unfavorable manufacturing variances from lower production volumes and higher excess and obsolescence charges.
Operating expenses increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to the inclusion of expenses from the Endomag acquisition of $11.2 million and $40.5 million, respectively. These increases were partially offset by a decrease in marketing initiatives, bonus expense and acquisition transaction expenses.
GYN Surgical
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Change | June 28, 2025 | June 29, 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Amount | Amount | Amount | % | Amount | Amount | Amount | % | ||||||||||||||||||||||||||||||||||||||||
| Total Revenues | $ | 178.4 | $ | 166.6 | $ | 11.8 | 7.1 | % | $ | 507.3 | $ | 484.8 | $ | 22.5 | 4.6 | % | |||||||||||||||||||||||||||||||
| Operating Income | $ | 48.8 | $ | 56.7 | $ | (7.9) | (13.9) | % | $ | (29.3) | $ | 144.3 | $ | (173.6) | (120.3) | % | |||||||||||||||||||||||||||||||
| Operating Income as a % of Segment Revenue | 27.4 | % | 34.0 | % | (5.8) | % | 29.8 | % | |||||||||||||||||||||||||||||||||||||||
GYN Surgical revenues increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to the increase in product revenues discussed above.
Operating income for this business segment decreased in the current three and nine month periods compared to the corresponding periods in the prior year. The decrease in the current three month period was primarily due to an increase in operating expenses partially offset by an increase in gross profit. The decrease in the current nine month period was primarily due to a decrease in gross profit and an increase in operating expenses. Gross margin was 67.2% and 43.4%, respectively, in the current three and nine month periods compared to 69.6% and 67.7%, respectively, in the corresponding periods in the prior year. The decrease in gross margin in the current three month period compared to the corresponding period in the prior year was primarily due to higher sales volumes of our lower margin Fluent Fluid Management systems and Sonata products, lower sales volumes of our higher margin NovaSure devices in the U.S. and a decrease in average selling prices of our MyoSure devices in the U.S. The decrease in gross margin in the current nine month period compared to the corresponding period in the prior year was primarily due to impairment charges related to the Acessa and Bolder developed technology assets aggregating $110.4
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million recorded in the second quarter of fiscal 2025 and the step-up to fair value for the acquired Gynesonics inventory sold, and to a lesser extent an increase in sales of lower margin products discussed above.
Operating expenses increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to the inclusion of expenses from the Gynesonics acquisition of $9.9 million and $44.2 million, respectively, which included $20.8 million for the acceleration of unvested stock options in connection with the transaction within the current nine month period. The increase in the current nine month period was also due to impairment charges related to intangible assets from our Acessa and Bolder businesses as discussed above, aggregating $16.0 million included in operating expenses, partially offset by a decrease in bad debt expense in the current nine month period.
Skeletal Health
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Change | June 28, 2025 | June 29, 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Amount | Amount | Amount | % | Amount | Amount | Amount | % | ||||||||||||||||||||||||||||||||||||||||
| Total Revenues | $ | 31.3 | $ | 19.0 | $ | 12.3 | 64.7 | % | $ | 80.1 | $ | 71.5 | $ | 8.6 | 12.0 | % | |||||||||||||||||||||||||||||||
| Operating Income | $ | (4.9) | $ | (4.8) | $ | (0.1) | 2.1 | % | $ | (5.6) | $ | 2.0 | $ | (7.6) | (380.0) | % | |||||||||||||||||||||||||||||||
| Operating Income as a % of Segment Revenue | (15.5) | % | (25.3) | % | (7.0) | % | 2.7 | % | |||||||||||||||||||||||||||||||||||||||
Skeletal Health revenues increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to an increase in product revenues as discussed above.
Operating income for this business segment remained relatively flat in the current three month period compared to the corresponding period in the prior year. Operating income decreased in the current nine month period compared to the corresponding period in the prior year primarily due to a decrease in gross profit and to a lesser extent an increase in operating expenses. Gross margin was 4.6% and 17.6% in the current three and nine month periods, respectively, compared to 4.9% and 27.9% in the corresponding periods in the prior year, respectively. The decrease in gross margin was primarily due to a charge for non-cancelable purchase commitments related to the Insight FD system that we will stop selling in fiscal 2026, lower average selling prices and to a lesser extent increased costs related to the Horizon DXA field remediation, partially offset by an increase in sales volumes of our Horizon DXA systems as the temporary stop-ship implemented in the third quarter of fiscal 2024 was fully resolved during the third quarter of fiscal 2025, and the prior year period included a $5.0 million warranty charge related to the Horizon DXA stop-ship.
Operating expenses increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to an increase in allocated administration expenses.
LIQUIDITY AND CAPITAL RESOURCES
At June 28, 2025, we had $2,458.9 million of working capital and our cash and cash equivalents totaled $1,735.2 million. Our cash and cash equivalents decreased by $425.0 million during the first nine months of fiscal 2025 primarily due to cash used in investing and financing activities primarily related to repurchases of our common stock, cash paid to acquire Gynesonics, capital expenditures and strategic investments, partially offset by cash generated from operating activities and maturities of available-for-sale securities.
In the first nine months of fiscal 2025, our operating activities provided cash of $702.0 million, primarily due to net income of $378.5 million, non-cash charges for intangible asset impairments of $220.9 million, depreciation and amortization aggregating $220.3 million, and stock-based compensation expense of $72.0 million. These adjustments to net income were partially offset by a decrease in net deferred income taxes of $111.3 million primarily due to the amortization of intangible assets and the impairments of acquired intangible assets recorded in the second quarter of fiscal 2025. Cash provided by operations included a net cash outflow of $93.4 million from changes in our operating assets and liabilities. This cash outflow was primarily driven by a decrease of $61.4 million in accrued expenses and other liabilities primarily due to the payment of our annual bonuses, timing of payroll and restructuring payments, an increase in inventory of $34.7 million to meet expected demand across our primary product lines and the build of Breast Health capital equipment related to the transfer of manufacturing to Newark, Delaware from Danbury, Connecticut and a decrease in accounts payable of $12.4 million due to the timing of payments.
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In the first nine months of fiscal 2025, our investing activities used cash of $350.6 million primarily due to a $321.5 million net payment for the Gynesonics acquisition, capital expenditures of $106.6 million, which primarily consisted of the placement of equipment under customer usage agreements and purchase of manufacturing equipment, $33.0 million for purchases of additional strategic investments and $15.4 million for purchases of intellectual property licenses. These cash outflows were partially offset by $128.0 million of maturities on our available-for-sale securities.
In the first nine months of fiscal 2025, our financing activities used cash of $778.8 million primarily due to $752.9 million for repurchases of our common stock, including a $250 million accelerated share repurchase program completed in the first quarter of fiscal 2025, $28.1 million for debt principal payments under our 2021 Credit Agreement, and $22.0 million for the payment of employee taxes withheld for the net share settlement of vested restricted stock units. Partially offsetting these uses of cash were proceeds of $27.7 million from our equity plans.
Debt
We had total recorded debt outstanding of $2.51 billion at June 28, 2025, which was comprised of amounts outstanding under our then existing Credit Agreement of $1.17 billion (principal of $1.17 billion), 2029 Senior Notes of $942.4 million (principal of $950.0 million), and 2028 Senior Notes of $398.1 million (principal of $400.0 million).
2025 Credit Agreement (Subsequent Event)
On July 15, 2025, we refinanced our existing 2021 Term Loan and 2021 Revolver with Bank of America, N.A. in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, and certain other lenders from time to time party thereto (the “2021 Credit Agreement”) by entering into a Refinancing Amendment (the “2025 Credit Agreement”). Borrowings under the 2025 Credit Agreement are secured by first-priority liens on, and a first priority security interest in, substantially all of our and our Subsidiary Guarantors’ U.S. assets. The credit facilities (the “2025 Credit Facilities”) under the 2025 Credit Agreement consist of:
•A $1.17 billion secured term loan (“2025 Term Loan”) with a stated maturity date of July 15, 2030; and
•A secured revolving credit facility (the “2025 Revolver”) under which the Borrowers may borrow up to $1.25 billion, subject to certain sublimits, with a stated maturity date of July 15, 2030.
Borrowings under the 2025 Credit Agreement, other than Swing Line Loans, bear interest, at our option, at the Base Rate, at the Alternative Currency Daily Rate, at the Alternative Currency Term Rate, or as Term SOFR Loans, in each case plus the Applicable Rate (in each case, as defined in Refinancing Amendment No. 4).
We are required to make scheduled principal payments under the 2025 Term Loan in increasing amounts, which currently range from $2.92 million per three-month period to $14.61 million per three-month period commencing with the three-month period ending on September 25, 2026. The remaining scheduled balance of $1.04 billion (or such lesser aggregate principal amount of the Term Loans then outstanding) on the 2025 Term Loan and any amounts outstanding under the 2025 Revolver are due at their respective maturities. In addition, subject to the terms and conditions set forth in the 2025 Credit Agreement, we may be required to make certain mandatory prepayments from the net proceeds of specified types of asset sales (subject to certain reinvestment rights), debt issuances (excluding permitted debt) and insurance recoveries (subject to certain reinvestment rights). Certain mandatory prepayments are subject to reduction or elimination if certain financial covenants are met. Subject to certain limitations, we may voluntarily prepay any of the 2025 Credit Facilities without premium or penalty.
The 2025 Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured credit facilities, including the requirement that we maintain two financial ratios (a total net leverage ratio and an interest coverage ratio) measured as of the last day of each quarter for the previous twelve-month period. These covenants are consistent with those under the 2021 Credit Agreement, and we were in compliance with these covenants as of June 28, 2025.
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2028 Senior Notes
The total aggregate principal balance of the 2028 Senior Notes is $400.0 million. The 2028 Senior Notes are general senior unsecured obligations and are guaranteed on a senior unsecured basis by certain of our domestic subsidiaries. The 2028 Senior Notes mature on February 1, 2028 and bear interest at the rate of 4.625% per year, payable semi-annually on February 1 and August 1 of each year. We have the option to redeem the 2028 Senior Notes on or after: February 1, 2025 through February 1, 2026 at 100.770% of par; and February 1, 2026 and thereafter at 100% of par. In addition, if there is a change of control coupled with a decline in ratings, as provided in the indenture, we will be required to make an offer to purchase each holder’s 2028 Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
2029 Senior Notes
The total aggregate principal balance of the 2029 Senior Notes is $950.0 million. The 2029 Senior Notes are general senior unsecured obligations and are guaranteed on a senior unsecured basis by certain domestic subsidiaries. The 2029 Senior Notes mature on February 15, 2029 and bear interest at the rate of 3.250% per year, payable semi-annually on February 15 and August 15 of each year. We have the option to redeem the 2029 Senior Notes on or after: September 28, 2024 through September 27, 2025 at 100.813% of par; and September 28, 2025 and thereafter at 100% of par. In addition, if there is a change of control coupled with a decline in ratings, as provided in the indenture, we will be required to make an offer to purchase each holder’s 2029 Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
Stock Repurchase Program
On September 12, 2024, our Board of Directors authorized a new stock repurchase program, with a five-year term, to repurchase up to $1.5 billion of our outstanding stock. As of June 28, 2025, $937.5 million remained unused under this authorization.
The timing of share repurchases will be based upon our continuing analysis of market, financial, and other factors. Repurchases under the authorized share repurchase plan may be made using a variety of methods, which may include, but are not limited to, open market purchases, privately negotiated transactions, accelerated share repurchase agreements, or purchases pursuant to a Rule 10b5-1 plan under the Exchange Act. The authorized share repurchase plan may be suspended, delayed or discontinued at any time.
Legal Contingencies
We are currently involved in several legal proceedings, claims, governmental and/or regulatory inspections, inquiries and investigations arising out of the ordinary course of our business. In connection with these legal proceedings, claims, inspections, inquiries or investigations, management periodically reviews estimates of potential costs to be incurred by us in connection with the adjudication or settlement, if any, of these proceedings. These estimates are developed, as applicable in consultation with outside counsel, and are based on an analysis of potential litigation outcomes and settlement strategies. In accordance with ASC 450, Contingencies, loss contingencies are accrued if, in the opinion of management, an adverse outcome is probable and such financial outcome can be reasonably estimated. It is possible that future results for any particular quarter or annual period may be materially affected by changes in our assumptions or the effectiveness of our strategies relating to these proceedings. Information with respect to this disclosure may be found in Note 12 to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.
Future Liquidity Considerations
We expect to continue to review and evaluate potential strategic transactions that we believe will complement our current or future business. Subject to the “Risk Factors,” if any, set forth or incorporated by reference in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as those described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 28, 2024 or any other of our subsequently filed reports, and the general disclaimers set forth in our “Cautionary Statement” regarding forward-looking statements at the outset of this Item 2, we believe that our cash and cash equivalents, short and long-term investments, cash flows from operations, and the cash available under our 2025 Revolver will provide us with sufficient funds in order to fund our existing commitments and our expected normal operations and debt payments over the next twelve months. Our longer-term liquidity is contingent upon future operating performance. We may also require additional capital in the future to fund capital expenditures, repayment of debt, acquisitions, strategic transactions or other investments. As described above, we have significant indebtedness outstanding under our 2025 Credit Agreement,
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2028 Senior Notes, and 2029 Senior Notes. These capital requirements could be substantial. For a description of risks to our operating performance and our indebtedness, see the “Risk Factors” set forth or incorporated by reference in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as those described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 28, 2024.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of our financial condition and results of operations are based upon our interim consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition for multiple element arrangements, allowance for doubtful accounts, reserves for excess and obsolete inventories, valuations, purchase price allocations and contingent consideration related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions used to evaluate the recoverability of long-lived assets and goodwill, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, restructuring and other related charges, stock-based compensation, contingent liabilities, tax reserves and recoverability of our net deferred tax assets and related valuation allowances. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates if past experience or other assumptions do not turn out to be substantially accurate. Any differences may have a material impact on our financial condition and results of operations. For a discussion of how these and other factors may affect our business, see the “Cautionary Statement” regarding forward-looking statements set forth at the outset of this Item 2 and the “Risk Factors” set forth or incorporated by reference in Part II, Item 1A of this Quarterly Report on Form 10-Q as well as those described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 28, 2024 or any other of our subsequently filed reports.
The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our consolidated financial statements presented in this report are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024. There have been no material changes to our critical accounting policies or estimates from those set forth in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Financial Instruments, Other Financial Instruments, and Derivative Commodity Instruments. Financial instruments consist of cash and cash equivalents, available-for-sale debt securities, accounts receivable, equity investments, foreign currency derivative contracts, interest rate swap agreements, insurance contracts, accounts payable and debt obligations. Except for our outstanding 2028 and 2029 Senior Notes, the fair value of these financial instruments approximate their carrying amount. The fair value of our 2028 and 2029 Senior Notes was approximately $396.8 million and $905.1 million, respectively, as of June 28, 2025. Amounts outstanding under our 2021 Credit Agreement of $1.17 billion aggregate principal as of June 28, 2025 were subject to variable rates of interest based on current market rates, and as such, we believe the carrying amount of these obligations approximates fair value.
Our primary market risk exposures are primarily related to interest rate risk and foreign currency exchange risk.
Interest Rate Risk. We incur interest expense on borrowings outstanding under our 2028 and 2029 Senior Notes, and 2021 Credit Agreement (and 2025 Credit Agreement as of July 15, 2025). The 2028 and 2029 Senior Notes have fixed interest rates. Borrowings under our 2021 Credit Agreement bear interest at the SOFR Rate plus SOFR Adjustment of 0.10% plus the applicable margin of 1.00% per annum.
As of June 28, 2025, there was $1.17 billion of aggregate principal outstanding under the 2021 Credit Agreement. Since this debt obligation is a variable rate instrument, our interest expense associated with the instrument is subject to change. A hypothetical 10% adverse movement (increase in the SOFR rate) would increase annual interest expense by approximately $2.9 million, which is net of the impact of our interest rate swap hedge. We have entered into interest rate swap agreements to help mitigate the interest rate volatility associated with the variable rate interest on the amounts outstanding under our credit facilities. We designated these derivative instruments as a cash flow hedge of the variability of the Term SOFR-based interest payments on $500 million of principal outstanding under the 2021 Credit Agreement.
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The return from cash and cash equivalents and short-term investments, which are available-for-sale debt securities, will vary as short-term interest rates change. A hypothetical 100 basis point change in market rates would change annual interest income by approximately $14.7 million based on our current cash and investment balances.
Foreign Currency Exchange Risk. We conduct business worldwide and due to the global nature of our operations, we are exposed to currency exchange rate changes, which may cause fluctuations in earnings and cash flows in a number of currencies, primarily the Euro, U.S. dollar, U.K. Pound, Australian dollar, Canadian dollar, Chinese Yuan and Japanese Yen. Fluctuations in the currency exchange rates of currency exposures that are unhedged, such as in certain emerging markets, may result in future earnings and cash flow volatility. We have executed forward foreign currency contracts and foreign currency options (principally the Japanese Yen) to hedge a portion of results. Additional information regarding our currency exchange rate derivative instruments is included in Note 11 to the current period’s consolidated financial statements.
We believe that the operating expenses of our international subsidiaries that are incurred in local currencies will not have a material adverse effect on our business, results of operations or financial condition, and accordingly, foreign currency exchange risk is not significant to the Company. We believe a hypothetical 10% increase or decrease in foreign currencies that we transact in would not have a material adverse impact on our financial condition or results of operations.
Item 4. Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of June 28, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of June 28, 2025.
An evaluation was also performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of any change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. That evaluation did not identify any change in our internal control over financial reporting that occurred during our latest fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
Information with respect to this Item may be found in Note 12 to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.
Additional information on our commitments and contingencies can be found in our Annual Report on Form 10-K for our fiscal year ended September 28, 2024.
Item 1A. Risk Factors.
There are no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for our fiscal year ended September 28, 2024 or any of our subsequently filed reports.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer’s Purchases of Equity Securities
| Period of Repurchase | Total Number of Shares Purchased (#) (1) | Average Price Paid Per Share ($) (1) | Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (#) (1) | Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under Our Programs (in millions) ($) (1) | ||||||||||||||||||||||
March 30, 2025 – April 26, 2025 | — | $ | — | — | $ | 973.1 | ||||||||||||||||||||
April 27, 2025 – May 24, 2025 | 667,618 | 53.36 | 667,618 | 937.5 | ||||||||||||||||||||||
May 25, 2025 – June 28, 2025 | — | — | — | 937.5 | ||||||||||||||||||||||
| Total | 667,618 | $ | 53.36 | 667,618 | $ | 937.5 | ||||||||||||||||||||
___________________________________
(1)On September 12, 2024, the Board of Directors authorized a stock repurchase program, with a five-year term, to repurchase up to $1.5 billion of the Company’s outstanding stock. As of June 28, 2025, $937.5 million remained unused under this program. The repurchase program does not obligate the Company to acquire a minimum amount of shares. Shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act. For additional information regarding the Company’s repurchase programs, please see “Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Stock Repurchase Program.”
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the third quarter of fiscal 2025, none of our directors or executive officers adopted terminated
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Item 6. Exhibits.
(a) Exhibits
| Incorporated by Reference | ||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | Filing Date/ Period End Date | |||||||||||||||||
10.1* | Refinancing Amendment No. 4 and Amendment to Pledge and Security Agreement, dated as of July 15, 2025, among Hologic, Inc., the subsidiaries of Hologic, Inc. party thereto, the lenders and issuing banks party thereto, and Bank of America, N.A., as administrative agent and as collateral agent. | Filed Herewith | ||||||||||||||||||
10.2* | Severance and Change of Control Agreement by and between Hologic, Inc. and Anne M. Liddy dated April 4, 2025. (1) | Filed Herewith | ||||||||||||||||||
| 31.1* | Certification of Hologic’s CEO pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||||
| 31.2* | Certification of Hologic’s CFO pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||||
| 32.1** | Certification of Hologic’s CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||||
| 32.2** | Certification of Hologic’s CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||||
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||||||||||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||||||||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||||||||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||||||||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition. | |||||||||||||||||||
| 104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |||||||||||||||||||
_______________
(1) Indicates management contract or compensatory plan, contract or arrangement.
* Filed herewith.
** Furnished herewith.
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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.
| Hologic, Inc. | |||||||||||
| (Registrant) | |||||||||||
| Date: | July 31, 2025 | /s/ Stephen P. MacMillan | |||||||||
| Stephen P. MacMillan Chairman, President and Chief Executive Officer (Principal Executive Officer) | |||||||||||
| Date: | July 31, 2025 | /s/ Karleen M. Oberton | |||||||||
| Karleen M. Oberton | |||||||||||
| Chief Financial Officer (Principal Financial Officer) | |||||||||||
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FAQ
How much revenue did Hologic (HOLX) report for Q3 FY25?
The company posted $1.024 billion in revenue, up 1.2% year-over-year.
What was Hologic’s diluted EPS for the quarter?
Diluted EPS was $0.86, a 4.9% increase from $0.82 in Q3 FY24.
Which business segments showed growth in Q3 FY25?
Diagnostics +1.8% and GYN Surgical +7.1% grew, while Breast Health declined 5%.
What is Hologic’s current cash and debt position?
As of June 28 2025, cash & equivalents totaled $1.74 bn; long-term debt was $2.51 bn.
Did Hologic record any impairment charges in FY25?
Yes, YTD intangible asset impairments total $220.9 million, mainly in Diagnostics and GYN Surgical.
What are the terms of the July 15 2025 credit refinancing?
The term loan was reset to $1.17 bn and the revolver to $1.25 bn, with terms largely unchanged.
Hologic Inc
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Medical Instruments & Supplies
X-ray Apparatus & Tubes & Related Irradiation Apparatus
United States
MARLBOROUGH