LIVANOVA PLC 2023 UK Annual Report
2023 UK Annual Report
DEFINITIONS
In this LivaNova PLC 2023 UK Annual Report, the following terms and abbreviations have the meanings listed below. "LivaNova," the "Company," and "Group," "we," "us" and "our" refer to LivaNova PLC and its consolidated subsidiaries.
Abbreviation | Definition | |||
2015 | Plan | LivaNova PLC 2015 Incentive Award Plan | ||
2021 | First Lien Credit | First Lien Credit Agreement for $125 million between LivaNova PLC and its wholly-owned | ||
Agreement | subsidiary, Borrower, and Goldman Sachs Bank USA, as First Lien Administrative Agent and First | |||
Lien Collateral Agent, entered into on 13 August 2021 | ||||
2022 | The year ended 31 December 2022 | |||
2022 | Plan | LivaNova PLC 2022 Incentive Award Plan | ||
2023 | The year ended 31 December 2023 | |||
2023 | LTIP | 2023 Long-Term Incentive Plan | ||
2023 | STIP | 2023 Short-Term Incentive Plan | ||
2024 AGM | 2024 Annual General Meeting | |||
2024 | LTIP | 2024 Long-Term Incentive Plan | ||
2024 | Restructuring Plan | A plan, initiated in 2024, to enhance LivaNova's focus on its core Cardiopulmonary and | ||
Neuromodulation segments | ||||
2025 | Capped Calls | Privately negotiated capped call transactions entered into with certain of the initial purchasers of the | ||
2025 Notes or their respective affiliates | ||||
2025 | Indenture | The indenture governing the 2025 Notes | ||
2025 | Notes | $287.5 million aggregate principal amount of 3.00% senior notes due December 2025, issued June | ||
17, 2020 | ||||
2029 | Capped Calls | Privately negotiated capped call transactions entered into with certain of the initial purchasers of the | ||
2029 Notes and another financial institution, or their respective affiliates | ||||
2029 | Indenture | The indenture governing the 2029 Notes | ||
2029 | Notes | $345 million aggregate principal amount of 2.50% senior notes due March 2029, issued March 8, | ||
2024 | ||||
A&R 2022 Plan | Amended and Restated LivaNova PLC 2022 Incentive Award Plan | |||
ACS | Advanced Circulatory Support | |||
Aggressive Climate | Scenario with a 1.5°C increase in global average temperatures above pre-industrial levels | |||
Action | ||||
AGM | Annual General Meeting | |||
ALung | ALung Technologies, Inc. | |||
Annual Report | 2023 UK Annual Report | |||
AOCI | Accumulated other comprehensive income | |||
APAC | Asia-Pacific | |||
ASMs | Anti-seizure medications | |||
Audit Committee | LivaNova's Audit and Compliance Committee | |||
Auditor | Statutory Auditor | |||
Barclays | Barclays Bank Ireland PLC | |||
BEPS | Base Erosion and Profit Shifting | |||
Board | LivaNova Board of Directors | |||
Borrower | LivaNova USA, Inc. | |||
Bridge Loan Facility | Incremental Facility Amendment No. 1 to the 2021 First Lien Credit Agreement, relating to a €200 | |||
million bridge loan facility, dated 24 February 2022, and repaid on 6 July 2022 | ||||
Capped Call | The 2025 Capped Calls and the 2029 Capped Calls | |||
Transactions | ||||
CARES Act | Coronavirus Aid, Relief and Economic Security Act | |||
CCPA | California Consumer Privacy Act | |||
CE Mark | Conformité Européenne, French for "European Conformity" | |||
CECs | Comprehensive Epilepsy Centers | |||
CED | Coverage with Evidence Development | |||
CEO | Chief Executive Officer | |||
CFD | UK Climate-related Finance Disclosure | |||
CFO | Chief Financial Officer | |||
2023 UK Annual Report | |||
Abbreviation | Definition | ||
CGU | Cash generating unit | ||
CHCM Committee | Compensation and Human Capital Management Committee | ||
CISO | Chief Information Security Officer | ||
CLO | Chief Legal Officer | ||
CMS | The US Centers for Medicare & Medicaid Services | ||
CO2e | The number of metric tons of carbon dioxide emissions with the same global warming potential as | ||
one metric ton of another greenhouse gas | |||
Code of Conduct | LivaNova PLC's Code of Ethics and Business Conduct | ||
CODM | Chief Operating Decision Maker | ||
Companies Act 2006 | Companies Act 2006 of England and Wales | ||
Convertible Notes | The five business day period after any ten consecutive trading day period | ||
Measurement Period | |||
Court of Appeal | Court of Appeal in Milan | ||
CPAP | Continuous positive airway pressure | ||
CPB | Cardiopulmonary bypass | ||
CRO | Chief Risk Officer | ||
Current Climate Action | "Business-as-usual" scenario indicating a continuation of current warming trends | ||
Cyberonics | Cyberonics, Inc. | ||
D.S.O. | Days of sales outstanding | ||
D23 study | The longest and largest naturalistic study on treatments for patients experiencing chronic and severe | ||
DTD, published by the American Journal of Psychiatry in 2017 | |||
DEFRA | UK Department for Environment, Food and Rural Affairs | ||
Delayed Draw Term | $50 million delayed draw term facility under the 2021 First Lien Credit Agreement resulting from the | ||
Facility | Incremental Facility Amendment No. 2 | ||
DRE | Drug-resistant epilepsy | ||
DSMC | Data and Safety Monitoring Committee | ||
DTC | Depository Trust Company | ||
DTD | Difficult-to-treat depression | ||
E&I | Ethics and Integrity | ||
EBT | Employee Benefit Trust | ||
ECJ | European Court of Justice | ||
ECMO | Extracorporeal membrane oxygenation | ||
EIR | Effective interest rate | ||
ELT | Executive Leadership Team | ||
EPA | US Environmental Protection Agency | ||
EPS | Earnings per share | ||
ESG | Environmental, Social and Governance | ||
ESPP | Global Employee Share Purchase Plan | ||
EtO | Ethylene oxide | ||
EU | European Union | ||
False Claims Act | US False Claims Act | ||
FCF | Free Cash Flow | ||
FCPA | US Foreign Corrupt Practices Act of 1977 | ||
FDA | US Food and Drug Administration | ||
FIFO | First-in-first-out | ||
FX | Foreign currency exchange rate | ||
GAAP | Generally Accepted Accounting Principles | ||
GDPR | General Data Protection Regulation | ||
GHG | Greenhouse Gas | ||
Hemolung RAS | Hemolung Respiratory Assist System | ||
HHS | The US Department of Health & Human Services | ||
HIPAA | Health Insurance Portability and Accountability Act of 1996 | ||
2023 UK Annual Report | |||
Abbreviation | Definition | ||
HITECH | Health Information Technology and Clinical Health Act | ||
HLM | Heart-lung machine | ||
HSE | Health, Safety and Environment | ||
IBR | Incremental borrowing rate | ||
IEA | International Energy Agency | ||
IFRS | UK-adopted International Accounting Standards | ||
ILBM | In-line blood monitor | ||
ImThera | ImThera Medical, Inc., acquired by LivaNova in 2018, a company developing an implantable | ||
neurostimulation device system for the treatment of obstructive sleep apnea | |||
Incremental Facility | An incremental facility amendment to the 2021 First Lien Credit Agreement, dated 6 July 2022 | ||
Amendment No. 2 | |||
Incremental Facility | An incremental facility amendment to the 2021 First Lien Credit Agreement, dated 8 March 2024 | ||
Amendment No. 3 | |||
Incremental Revolving | The Incremental Facility Amendment No. 3 provides for LivaNova USA, Inc. to, among other things, | ||
Facility | obtain commitments for a new revolving facility from a syndicate of lenders in an aggregate principal | ||
amount of $225 million | |||
Indentures | The 2025 Indenture and the 2029 Indenture | ||
Initial Term Facility | $225 million revolving facility under the 2021 First Lien Credit Agreement resulting from the | ||
Incremental Facility Amendment No. 3 | |||
IPCC | Intergovernmental Panel on Climate Change | ||
IPR&D | In-Process Research and Development | ||
IS | Information security | ||
ISDA | International Swaps and Derivatives Association, Inc. | ||
ISIN | National Inspectorate for Nuclear Safety and Radiation Protection, a sub-body of the Italian Ministry | ||
of Economic Development | |||
ISMS | Information Security Management System | ||
ISO | International Organization for Standardization | ||
IT | Information technology | ||
KPIs | Key performance indicators | ||
LivaNova PLC | A public limited company organized under the laws of England and Wales on 20 February 2015 | ||
LivaNova USA | LivaNova USA, Inc. | ||
LSM | LivaNova Site Management S.r.l. | ||
MDD | Medical Device Directive | ||
MDR | EU Medical Device Regulation | ||
Merger | Business combination of Cyberonics and Sorin | ||
Mitral | Mitral Holdco S.à r.l. | ||
MRI | Magnetic resonance imaging | ||
Nasdaq | Nasdaq Global Market | ||
NCD | Non-coverage determination | ||
NCG | Nominating and Corporate Governance | ||
NED | |||
Non-executive director | |||
NIST | National Institute of Standards and Technology | ||
NOLs | Net operating loss carryforwards | ||
NOPAT | Net operating profit after taxes | ||
Note Repurchases | The transaction by which LivaNova USA, Inc., entered into separate and individually negotiated | ||
transactions with certain holders of LivaNova USA, Inc.'s existing Cash Exchangeable Senior Notes, | |||
issued by LivaNova USA, Inc. and guaranteed by LivaNova, to repurchase $230 million aggregate | |||
principal amount of the Cash Exchangeable Senior Notes for an aggregate cash amount of | |||
approximately $270.5 million (including accrued and unpaid interest) | |||
Notes | The 2025 Notes and the 2029 Notes | ||
OCI | Other comprehensive income | ||
OECD | Organization for Economic Co-operation and Development | ||
Option Counterparties | Certain financial institutions with whom LivaNova USA or LivaNova PLC, as applicable, has entered | ||
into the 2025 Capped Calls and 2029 Capped Calls |
2023 UK Annual Report | |||
Abbreviation | Definition | ||
Order | Administrative order from the Italian Ministry of the Environment received by LivaNova in 2021 | ||
OSA | Obstructive sleep apnea | ||
OSPREY clinical trial | LivaNova's clinical trial, "Treating Obstructive Sleep Apnea using Targeted Hypoglossal | ||
Neurostimulation" | |||
Pearl Meyer | Pearl Meyer & Partners, LLC | ||
Pillar Two | OECD BEPS Pillar Two | ||
Plan Committee | Qualified Plan Committee | ||
PMA | Pre-market approval | ||
PP&E | Property, plant and equipment | ||
PSUs | Performance stock units | ||
Public Administrations | The Italian Ministry of the Environment and other Italian government agencies | ||
R&D | Research and Development | ||
RECOVER clinical | LivaNova's clinical study "A Prospective, Multi-center, Randomized Controlled Blinded Trial | ||
study | Demonstrating the Safety and Effectiveness of VNS Therapy System as Adjunctive Therapy Versus a | ||
No Stimulation Control in Subjects With Treatment-Resistant Depression" | |||
Remuneration Policy | UK remuneration policy | ||
ROIC | Return on Invested Capital | ||
ROU | Right-of-use | ||
RS | Restricted share | ||
RSUs | Service-based restricted share units | ||
rTSR | Relative Total Shareholder Return | ||
S&P | Standard & Poor's | ||
SARs | Service-based stock appreciation rights | ||
SDRT | UK Stamp Duty Reserve Tax | ||
SEC | US Securities and Exchange Commission | ||
SECR | Streamlined Energy and Carbon Reporting | ||
Securities Act | US Securities Act of 1933, as amended | ||
Settlement Agreement | Settlement agreement between LivaNova and Mr. Damien McDonald, dated 14 April 2023 | ||
SG&A | Selling, general and administrative expenses | ||
SNIA | SNIA S.p.A. | ||
SNIA Litigation | A first demand bank guarantee of €270.0 million in connection with the SNIA litigation | ||
Guarantee | |||
SOFR | Secured Overnight Financing Rate | ||
Sorin | Sorin S.p.A. | ||
Sorin spin-off | The spin-off of Sorin from SNIA in 2004 | ||
SteerCo | ESG Steering Committee | ||
Term Facilities | The Initial Term Facility, together with the Delayed Draw Term Facility | ||
TFR | Trattamento di Fine Rapporto | ||
Third Party Code of | Third Party Code of Ethics and Business Conduct | ||
Conduct | |||
Trust | LivaNova PLC Employee Benefit Trust | ||
TSR | Total Shareholder Return | ||
UK | United Kingdom | ||
UK Act | Finance (No.2) Act 2023 | ||
UK Bribery Act | UK Bribery Act of 2010 | ||
United Kingdom | United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, | ||
Accounting Standards, | comprising FRS 101 "Reduced Disclosure Framework") | ||
comprising FRS 101 | |||
US | United States of America | ||
US GAAP | Accounting principles generally accepted in the US | ||
US GAAP | Generally Accepted Accounting Principles in the US | ||
USD | US dollar | ||
UTPR | Undertaxed profits rule | ||
2023 UK Annual Report | |||
Abbreviation | Definition | ||
VNS | Vagus nerve stimulation | ||
VNS Therapy | LivaNova Vagus Nerve Stimulation Therapy | ||
VP LL | Vice President, Legal Leader, Corporate & Securities | ||
WACC | Weighted average cost of capital | ||
This Annual Report of LivaNova PLC comprises the Strategic Report, Directors' Report, Remuneration Report, and the LivaNova PLC consolidated Financial Statements prepared in accordance with UK-adopted international accounting standards and the Company financial statements in accordance with United Kingdom Accounting Standards, comprising FRS 101 and applicable law), in respect of the year ended 31 December 2023 contained herein.
This Annual Report has been prepared to satisfy the reporting requirements of the Companies Act 2006 and will be included in the 2024 AGM materials made available to shareholders.
Cautionary Statement
Certain statements made in this Annual Report are forward looking. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from any expected future events or results referred to in the forward-looking statements. Unless otherwise required by applicable laws, regulations or accounting standards, LivaNova does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. Nothing in this Annual Report should be regarded as a profit forecast.
Trademarks
These trademarks and trade names are the property of LivaNova or the property of its consolidated subsidiaries and are protected under applicable intellectual property laws. Solely for convenience, the Company's trademarks and tradenames referred to in this Annual Report may appear without the ™ symbol, but such references are not intended to indicate in any way that the Company will not assert, to the fullest extent under applicable law, the Company's rights to these trademarks and tradenames.
- Trademarks for the Company's Neuromodulation systems, the VNS Therapy™ System, the VITARIA™ System and our proprietary pulse generator products: Model 102 (Pulse™), Model 102R (Pulse Duo™), Model 103 (Demipulse™), Model 104 (Demipulse Duo™), Model 106 (AspireSR™), Model 1000 (SenTiva™), Model 1000-D (SenTiva™ Duo), Model 7103 (VITARIA™ and TitrationAssist™) and Model 8103 (Symmetry™).
- Trademarks for our Cardiopulmonary product systems: Essenz™, S5™, S3™, S5 Pro™, B-Capta™, Inspire™, Heartlink™, XTRA™, 3T Heater-Cooler™, Connect™ and Revolution™.
- Trademarks for our advanced circulatory support systems: TandemLife™, TandemHeart™, TandemLung™, ProtekDuo™, LifeSPARC™, ALung™, Hemolung™, Respiratory Dialysis™ and ActivMix™.
- Trademarks for our obstructive sleep apnea system: ImThera™ and aura6000™.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Livanova plc published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 20:29:14 UTC.
