NOVANTA INC 10-Q

Item 1. Financial Statements NOVANTA INC. CONSOLIDATED BALANCE SHEETS (In thousands of U.S. dollars or shares) (Unaudited) October 2, December 31, 2020 2019 ASSETS Current assets Cash and cash equivalents $ 106,630 $ 78,944 Accounts receivable, net of allowance of $ 398 and $ 297 , respectively 82,050 91,078 Inventories 101,737 116,618 Prepaid income taxes and income taxes receivable 4,923 5,905 Prepaid expenses and other current assets 7,492 11,967 Total current assets 302,832 304,512 Property, plant and equipment, net 76,115 77,556 Operating lease assets 33,841 35,180 Deferred tax assets 12,689 8,890 Other assets 2,921 2,713 Intangible assets, net 149,613 166,175 Goodwill 279,523 274,710 Total assets $ 857,534 $ 869,736 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current portion of long-term debt $ 5,264 $ 5,031 Accounts payable 40,906 52,585 Income taxes payable 5,594 1,861 Current portion of operating lease liabilities 5,553 5,043 Accrued expenses and other current liabilities 76,236 70,326 Total current liabilities 133,553 134,846 Long-term debt 188,089 215,334 Operating lease liabilities 32,499 34,108 Deferred tax liabilities 27,424 26,676 Income taxes payable 5,132 4,713 Other liabilities 19,588 36,887 Total liabilities 406,285 452,564 Commitments and contingencies (Note 15) Stockholders’ equity: Common shares, no par value; Authorized shares: unlimited; Issued and outstanding: 35,160 and 35,052 , respectively 423,856 423,856 Additional paid-in capital 52,197 49,748 Accumulated deficit ( 6,454 ) ( 38,319 ) Accumulated other comprehensive loss ( 18,350 ) ( 18,113 ) Total stockholders' equity 451,249 417,172 Total liabilities and stockholders’ equity $ 857,534 $ 869,736 The accompanying notes are an integral part of these consolidated financial statements. 1 N OVANTA INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands of U.S. dollars or shares, except per share amounts) (Unaudited) Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 Revenue $ 142,929 $ 154,066 $ 443,125 $ 466,397 Cost of revenue 83,824 90,012 260,873 270,272 Gross profit 59,105 64,054 182,252 196,125 Operating expenses: Research and development and engineering 15,231 13,811 45,005 41,196 Selling, general and administrative 26,788 27,926 82,451 88,977 Amortization of purchased intangible assets 3,533 3,970 10,388 11,740 Restructuring, acquisition, and related costs 1,687 5,546 5,591 11,913 Total operating expenses 47,239 51,253 143,435 153,826 Operating income 11,866 12,801 38,817 42,299 Interest income (expense), net ( 1,698 ) ( 2,153 ) ( 5,077 ) ( 6,357 ) Foreign exchange transaction gains (losses), net ( 136 ) 387 ( 164 ) 455 Other income (expense), net ( 14 ) ( 48 ) 47 ( 186 ) Income before income taxes 10,018 10,987 33,623 36,211 Income tax provision 1,760 2,064 1,758 4,655 Consolidated net income $ 8,258 $ 8,923 $ 31,865 $ 31,556 Earnings per common share (Note 5): Basic $ 0.23 $ 0.25 $ 0.91 $ 0.90 Diluted $ 0.23 $ 0.25 $ 0.89 $ 0.89 Weighted average common shares outstanding—basic 35,142 35,074 35,144 35,012 Weighted average common shares outstanding—diluted 35,688 35,585 35,609 35,523 The accompanying notes are an integral part of these consolidated financial statements. 2 NOVANTA INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands of U.S. dollars) (Unaudited) Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 Consolidated net income $ 8,258 $ 8,923 $ 31,865 $ 31,556 Other comprehensive income (loss): Foreign currency translation adjustments, net of tax (1) 4,302 ( 2,821 ) ( 1,006 ) ( 3,144 ) Pension liability adjustments, net of tax (2) ( 68 ) 490 769 1,060 Total other comprehensive income (loss) 4,234 ( 2,331 ) ( 237 ) ( 2,084 ) Total consolidated comprehensive income (loss) $ 12,492 $ 6,592 $ 31,628 $ 29,472 (1) The tax effect on this component of comprehensive income was nominal for all periods presented. (2) The tax effect on this component of comprehensive income was nominal for all periods presented. See Note 4 for the total amount of pension liability adjustments reclassified out of accumulated other comprehensive income (loss). The accompanying notes are an integral part of these consolidated financial statements. 3 NOVANTA INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands of U.S. dollars or shares) (Unaudited) Common Shares Additional Paid-In Accumulated Accumulated Other Comprehensive # of Shares Amount Capital Deficit Loss Total Three Months Ended October 2, 2020 Balance at July 3, 2020 35,155 $ 423,856 $ 45,338 $ ( 14,712 ) $ ( 22,584 ) $ 431,898 Consolidated net income — — — 8,258 — 8,258 Common shares issued under stock plans 8 — — — — — Common shares withheld for taxes on vested stock awards ( 3 ) — ( 366 ) — — ( 366 ) Share-based compensation — — 7,225 — — 7,225 Other comprehensive income (loss), net of tax — — — — 4,234 4,234 Balance at October 2, 2020 35,160 $ 423,856 $ 52,197 $ ( 6,454 ) $ ( 18,350 ) $ 451,249 Nine Months Ended October 2, 2020 Balance at December 31, 2019 35,052 $ 423,856 $ 49,748 $ ( 38,319 ) $ ( 18,113 ) $ 417,172 Consolidated net income — — — 31,865 — 31,865 Common shares issued under stock plans 264 — 179 — — 179 Common shares withheld for taxes on vested stock awards ( 91 ) — ( 8,302 ) — — ( 8,302 ) Repurchases of common shares ( 65 ) — ( 5,500 ) — — ( 5,500 ) Share-based compensation — — 16,072 — — 16,072 Other comprehensive income (loss), net of tax — — — — ( 237 ) ( 237 ) Balance at October 2, 2020 35,160 $ 423,856 $ 52,197 $ ( 6,454 ) $ ( 18,350 ) $ 451,249 Three Months Ended September 27, 2019 Balance at June 28, 2019 34,972 $ 423,856 $ 41,065 $ ( 56,459 ) $ ( 22,280 ) $ 386,182 Consolidated net income — — — 8,923 — 8,923 Common shares issued for a business combination 124 — 10,900 — — 10,900 Common shares issued under stock plans 36 — 425 — — 425 Common shares withheld for taxes on vested stock awards ( 1 ) — ( 120 ) — — ( 120 ) Repurchases of common shares ( 42 ) — ( 3,345 ) — — ( 3,345 ) Share-based compensation — — 2,243 — — 2,243 Other comprehensive income (loss), net of tax — — — — ( 2,331 ) ( 2,331 ) Balance at September 27, 2019 35,089 $ 423,856 $ 51,168 $ ( 47,536 ) $ ( 24,611 ) $ 402,877 Nine Months Ended September 27, 2019 Balance at December 31, 2018 34,886 $ 423,856 $ 46,018 $ ( 79,092 ) $ ( 22,527 ) $ 368,255 Consolidated net income — — — 31,556 — 31,556 Common shares issued for a business combination 124 — 10,900 — — 10,900 Common shares issued under stock plans 245 — 425 — — 425 Common shares withheld for taxes on vested stock awards ( 85 ) — ( 6,839 ) — — ( 6,839 ) Repurchases of common shares ( 81 ) — ( 6,684 ) — — ( 6,684 ) Share-based compensation — — 7,348 — — 7,348 Other comprehensive income (loss), net of tax — — — — ( 2,084 ) ( 2,084 ) Balance at September 27, 2019 35,089 $ 423,856 $ 51,168 $ ( 47,536 ) $ ( 24,611 ) $ 402,877 The accompanying notes are an integral part of these consolidated financial statements. 4 NOVANTA INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) (Unaudited) Nine Months Ended October 2, September 27, 2020 2019 Cash flows from operating activities: Consolidated net income $ 31,865 $ 31,556 Adjustments to reconcile consolidated net income to net cash provided by operating activities: Depreciation and amortization 28,363 27,954 Provision for inventory excess and obsolescence 3,550 1,968 Share-based compensation 16,072 7,348 Deferred income taxes ( 3,455 ) ( 3,176 ) Inventory acquisition fair value adjustments 188 708 Contingent consideration adjustments ( 708 ) — Other 1,135 1,372 Changes in assets and liabilities which (used)/provided cash, excluding effects from business acquisitions: Accounts receivable 9,655 ( 12,147 ) Inventories 11,937 ( 7,744 ) Prepaid income taxes, income taxes receivable, prepaid expenses and other current assets 5,741 ( 5,544 ) Accounts payable, income taxes payable, accrued expenses and other current liabilities ( 13,134 ) ( 16,340 ) Other non-current assets and liabilities 2,477 1,888 Cash provided by operating activities 93,686 27,843 Cash flows from investing activities: Acquisition of businesses, net of cash acquired and working capital adjustments — ( 53,143 ) Purchases of property, plant and equipment ( 7,164 ) ( 7,951 ) Payment of contingent consideration related to acquisition of technology assets ( 2,632 ) — Other investing activities — 42 Cash used in investing activities ( 9,796 ) ( 61,052 ) Cash flows from financing activities: Borrowings under revolving credit facilities — 66,792 Repayments of term loan and revolving credit facilities ( 34,017 ) ( 40,768 ) Payments of debt issuance costs ( 1,614 ) — Payments of withholding taxes from share-based awards ( 8,302 ) ( 6,839 ) Repurchases of common shares ( 5,500 ) ( 6,684 ) Payment of contingent consideration related to an acquisition ( 1,135 ) — Payments of deferred and escrowed purchase price related to acquisitions ( 5,772 ) — Other financing activities ( 855 ) ( 122 ) Cash provided by (used in) financing activities ( 57,195 ) 12,379 Effect of exchange rates on cash and cash equivalents 991 192 Increase (decrease) in cash and cash equivalents 27,686 ( 20,638 ) Cash and cash equivalents, beginning of the period 78,944 82,043 Cash and cash equivalents, end of the period $ 106,630 $ 61,405 Supplemental disclosure of cash flow information: Cash paid for interest $ 4,099 $ 5,832 Cash paid for income taxes $ 4,350 $ 12,770 Income tax refunds received $ 4,613 $ 515 The accompanying notes are an integral part of these consolidated financial statements. 5 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF OCTOBER 2, 2020 (Unaudited) 1. Basis of Presentation Novanta Inc. and its subsidiaries (collectively referred to as “Novanta”, the “Company”, “we”, “us”, “our”) is a leading global supplier of core technology solutions that give medical and advanced industrial original equipment manufacturers (“OEMs”) a competitive advantage. Novanta combines deep proprietary technology expertise and competencies in photonics, vision and precision motion with a proven ability to solve complex technical challenges. This enables Novanta to engineer core components and sub-systems that deliver extreme precision and performance, tailored to the customers’ demanding applications. The accompanying unaudited interim consolidated financial statements have been prepared by the Company in United States (“U.S.”) dollars and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the instructions to Form 10-Q and the provisions of Regulation S-X pertaining to interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted. The interim consolidated financial statements and notes included in this report should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, these interim consolidated financial statements include all adjustments and accruals of a normal and recurring nature necessary to fairly state the results of the interim periods presented. The results for interim periods are not necessarily indicative of results to be expected for the full year or for any future periods. The Company’s unaudited interim consolidated financial statements are prepared for each quarterly period ending on the Friday closest to the end of the calendar quarter, with the exception of the fourth quarter which always ends on December 31. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Estimates and assumptions are reviewed on an on-going basis and the effects of revisions are reflected in the period in which such revisions are deemed to be necessary. The Company evaluates its estimates based on historical experience, current conditions, including estimated economic implications of the COVID-19 pandemic, and various other assumptions that it believes are reasonable under the circumstances. The accounting estimates assessed included, but were not limited to, the Company’s allowance for doubtful accounts and credit losses, inventory and related reserves and the carrying value of goodwill and other long-lived assets. While there was not a material change to the consolidated financial statements related to these estimates as of and for the three and nine months ended October 2, 2020, the Company’s future assessment of the magnitude and duration of the COVID-19 pandemic, as well as other factors, could result in material impacts to the Company’s consolidated financial statements in future reporting periods. 6 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) Recent Accounting Pronouncements The following table provides a brief description of recent Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”): Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles of Accounting Standards Codification (“ASC”) 740, including: (i) the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items; (ii) the exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment (or vice-versa); and (iii) the exception for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. ASU 2019-12 also simplifies GAAP for other areas of ASC 740 by clarifying and amending the existing guidance. January 1, 2021. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2019-12 on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires the measurement of all expected credit losses of financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward looking information to better inform their credit loss estimates. January 1, 2020. The Company adopted ASU 2016-13 during the first quarter of 2020. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting.” ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Upon issuance. ASU 2020-04 is elective. The Company does not expect the impact of ASU 2020-04 to be material to its consolidated financial statements. 2. Revenue The Company recognizes revenue when control of promised goods or services is transferred to customers. The transfer of control generally occurs upon shipment when title and risk of loss pass to the customer. The vast majority of the Company’s revenue is generated from the sale of distinct products. Revenue is measured as the amount of consideration the Company expects to receive 7 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) in exchange for such products, which is generally at contractually stated prices. Sales taxes and value added taxes collected concurrently with revenue generating activities are excluded from revenue . Performance Obligations Substantially all of the Company’s revenue is recognized at a point in time, upon shipment, rather than over time. At the request of its customers, the Company may perform professional services, generally for the maintenance and repair of products previously sold to those customers and for engineering services. Professional services for the maintenance and repair of products are typically short in duration, mostly less than one month , and generally involve a single distinct performance obligation. The related revenue is recognized at a point in time when control transfers to the customer upon completion of professional services. The consideration expected to be received in exchange for such services is typically the contractually stated amount. Certain engineering services are longer in duration and the related revenue is recognized over time, as the Company has a right to consideration from a customer, based on the corresponding value to the customer from the Company’s performance completed to date. Professional services aggregate to less than 3 % of the Company’s consolidated revenue. The Company occasionally sells separately priced non-standard/extended warranty services or preventative maintenance plans with the sale of products. The transfer of control over the service plans is over time. The Company recognizes the related revenue ratably over the terms of the service plans. The transaction price of a contract is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are generally determined based on the prices charged to customers or using the expected cost plus a margin. Shipping & Handling Costs The Company accounts for shipping and handling activities that occur after the transfer of control over the related goods as fulfillment activities rather than performance obligations. The shipping and handling fees charged to customers are recognized as revenue and the related costs are recorded in cost of revenue at the time of transfer of control. Warranties The Company generally provides warranties for its products. The standard warranty period is typically 12 months to 24 months for the Photonics and Precision Motion segments and 12 months to 36 months for the Vision segment. The standard warranty period for product sales is accounted for under the provisions of ASC 450, “Contingencies,” as the Company has the ability to ascertain the likelihood of the liability and can reasonably estimate the amount of the liability. A provision for the estimated cost related to warranty is recorded as cost of revenue at the time revenue is recognized. The Company’s estimate of costs to service the warranty obligations is based on historical experience and expectations of future conditions. To the extent that the Company’s experience in warranty claims or costs associated with servicing those claims differ from the original estimates, revisions to the estimated warranty liability are recorded at that time, with an offsetting adjustment to cost of revenue. Practical Expedients and Exemptions The Company expenses incremental direct costs of obtaining a contract when incurred if the expected amortization period is one year or less. These costs are recorded within selling, general and administrative expenses in the consolidated statement of operations. The Company does not adjust the promised amount of consideration for the effects of a financing component because the transfer of a promised good to a customer and the customer’s payment for that good are typically one year or less. The Company does not disclose the value of the remaining performance obligation for contracts with an original expected length of one year or less. 8 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) Contract Liabilities Contract liabilities consist of deferred revenue and advance payments from customers, including amounts that are refundable. These contract liabilities are classified as either current or long-term liabilities in the consolidated balance sheet based on the timing of when the Company expects to recognize the related revenue. As of October 2, 2020 and December 31, 2019, contract liabilities were $ 4.8 million and $ 3.6 million, respectively, and are included in accrued expenses and other current liabilities and other liabilities in the accompanying consolidated balance sheets. The increase in the contract liability balance during the nine months ended October 2, 2020 is primarily due to cash payments received in advance of satisfying performance obligations, partially offset by $ 3.1 million of revenue recognized during the period that was included in the contract liability balance at December 31, 2019. Disaggregated Revenue See Note 16 for the Company’s disaggregation of revenue by segment, geography and end market. 3. Business Combinations On July 31, 2019 , the Company acquired 100 % of the outstanding shares of ARGES GmbH (“ARGES”), a Wackersdorf, Germany-based supplier of innovative laser scanning subsystems used in industrial materials processing and medical applications, for a total purchase price of € 65.7 million ($ 73.2 million), including net working capital adjustments. The purchase price consists of € 24.0 million ($ 26.7 million) cash paid at closing, 124 thousand Novanta common shares issued upon closing (with a fair market value of € 9.8 million, or $ 10.9 million, based on the closing market price of $ 87.58 per share on July 30, 2019), € 7.1 million ($ 7.9 million) estimated fair value of contingent consideration and € 24.8 million ($ 27.7 million) deferred cash consideration. In connection with the Company’s initiatives to preserve cash during a prolonged economic downturn caused by the COVID-19 pandemic, the Company reached an agreement with the former owner of ARGES in April 2020 to settle net working capital adjustments and to postpone a portion of the deferred cash consideration. The Company paid the seller € 5.0 million in cash in June 2020 and expects to pay € 20.0 million in cash in December 2020. The final purchase price allocation is as follows (in thousands): Amount Cash $ 3,159 Accounts receivable 1,430 Inventories 7,129 Property, plant and equipment 14,095 Intangible assets 24,713 Goodwill 44,162 Other assets 2,244 Total assets acquired 96,932 Accounts payable 2,598 Deferred tax liabilities 6,721 Other liabilities 14,462 Total liabilities assumed 23,781 Total assets acquired, net of liabilities assumed 73,151 Less: cash acquired 3,159 Total purchase price, net of cash acquired $ 69,992 9 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) 4. Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss was as follows (in thousands): Total Accumulated Other Cumulative Pension Comprehensive Translation Liability Loss Adjustments Adjustments Balance at December 31, 2019 $ ( 18,113 ) $ ( 9,218 ) $ ( 8,895 ) Other comprehensive income (loss) ( 762 ) ( 1,006 ) 244 Amounts reclassified from accumulated other comprehensive loss (1) 525 — 525 Balance at October 2, 2020 $ ( 18,350 ) $ ( 10,224 ) $ ( 8,126 ) (1) The amounts reclassified from accumulated other comprehensive loss were included in other income (expense) in the consolidated statements of operations. 5. Earnings per Common Share Basic earnings per common share is computed by dividing consolidated net income by the weighted average number of common shares outstanding during the period. For diluted earnings per common share, the denominator includes the dilutive effect of outstanding common share equivalents. For the three and nine months ended October 2, 2020 and September 27, 2019, respectively, weighted average shares outstanding for the diluted earnings per common share included the dilutive effect of outstanding restricted stock units, stock options, and total shareholder return performance-based restricted stock units, determined using the treasury stock method. The dilutive effects of market-based contingently issuable shares are included in the weighted average common share calculation based on the number of shares, if any, that would be issuable as of the end of the reporting period assuming the end of the reporting period is also the end of the performance period. Dilutive effects of attainment-based contingently issuable shares granted to the former Laser Quantum Limited (“Laser Quantum”) noncontrolling interest shareholders, as well as the non-GAAP EPS performance-based restricted stock units are included in the weighted average common share calculation when the performance targets have been achieved based on the cumulative achievement against the performance targets as of the end of each reporting period. The following table sets forth the computation of basic and diluted earnings per common share (amounts in thousands, except per share data): Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 (1) 2019 (2) 2020 (1) 2019 (2) Numerators: Consolidated net income $ 8,258 $ 8,923 $ 31,865 $ 31,556 Denominators: Weighted average common shares outstanding— basic 35,142 35,074 35,144 35,012 Dilutive potential common shares 546 511 465 511 Weighted average common shares outstanding— diluted 35,688 35,585 35,609 35,523 Antidilutive potential common shares excluded from above — 35 17 43 Earnings per Common Share: Basic $ 0.23 $ 0.25 $ 0.91 $ 0.90 Diluted $ 0.23 $ 0.25 $ 0.89 $ 0.89 (1) 73 thousand non-GAAP EPS performance-based restricted stock units granted to certain members of the executive management team and 213 thousand shares of restricted stock issued to the former Laser Quantum non-controlling interest shareholders are considered contingently issuable shares and were excluded from the calculation of the denominator as the contingent conditions had not been met as of October 2, 2020. 10 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) (2) 47 thousand non-GAAP EPS performance -based restricted stock units granted to certain members of the executive management team and 213 thousand shares of restricted stock issued to the former Laser Quantum non-controlling interest share holders were considered contingently issuable shares and were excluded from the calculation of the denominator as the contingent conditions had not been met as of September 27, 2019 . 6. Fair Value Measurements ASC 820, “Fair Value Measurements,” establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the third is considered unobservable: • Level 1: Quoted prices for identical assets or liabilities in active markets which the Company can access • Level 2: Observable inputs other than those described in Level 1 • Level 3: Unobservable inputs Current Assets and Liabilities The Company’s cash equivalents are highly liquid investments with original maturities of three months or less, which represent an asset the Company measures at fair value on a recurring basis. The Company determines the fair value of cash equivalents using a market approach based on quoted prices in active markets. The fair values of cash, accounts receivable, income taxes receivable, accounts payable, income taxes payable and accrued expenses and other current liabilities approximate their carrying values because of their short-term nature. Foreign Currency Contracts The Company addresses market risks from changes in foreign currency exchange rates through a risk management program that includes the use of derivative financial instruments to mitigate certain balance sheet foreign currency transaction exposures. The Company uses foreign currency forward contracts as a part of its strategy to manage exposures related to foreign currency denominated monetary assets and liabilities. The fair value of these foreign currency forward contracts is reported either in other current assets or in other current liabilities as of the end of the period. Contingent Considerations On July 31, 2019, the Company acquired ARGES. Under the purchase and sale agreement for the ARGES acquisition, the former owner of ARGES is eligible to receive contingent consideration based on the achievement of certain revenue targets by the Company from August 2019 through December 2026. The undiscounted range of possible contingent consideration is zero to € 10.0 million. If the revenue targets are achieved, the contingent consideration would be payable annually with the first payment due in the first quarter of 2021. The estimated fair value of the contingent consideration of € 7.1 million ($ 7.9 million) was determined based on the Monte Carlo valuation method and was recorded as part of the purchase price as of the acquisition date. Subsequent changes in the estimated fair value of the contingent consideration liability are recorded in the consolidated statement of operations in restructuring, acquisition, and related costs until the liability is fully settled. Based on the revenue performance as of October 2, 2020 and the most recent revenue projections for fiscal years 2021 to 2016, the fair value of the contingent consideration was adjusted to € 6.4 million ($ 7.6 million) as of October 2, 2020. On April 16, 2019, the Company acquired Ingenia CAT, S.L. (“Ingenia”). Under the purchase and sale agreement for the Ingenia acquisition, the shareholders of Ingenia are eligible to receive contingent consideration based on the achievement of certain revenue targets by the Company from April 2019 through March 2022. The undiscounted range of possible contingent consideration is zero to € 8.0 million. If the revenue targets are achieved, the contingent consideration would be payable in cash in three annual installments from 2020 to 2022. The estimated fair value of the contingent consideration of € 5.8 million ($ 6.6 million) was determined based on the Monte Carlo valuation method and was recorded as part of the purchase price as of the acquisition date. Subsequent changes in the estimated fair value of the contingent consideration liability are recorded in the consolidated statement of operations in restructuring, acquisition, and related costs until the liability is fully settled. In June 2020, the Company made the first installment payment of € 1.0 million ($ 1.1 million), which is included in cash flows from financing activities in the consolidated statement of cash flows for the nine months ended October 2, 2020. There were no other changes to the fair value of the contingent consideration during the nine months ended October 2, 2020. 11 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) On December 14, 2016 , the Company acquired certain video signal processing and management technologies used in medical visualization solutions. Under the purchase and sale agreement, the former owners are eligible to receive contingent consideration based on the achievement of certain revenue targets by the Company from 2018 to 2021 from products utilizing the acquired technologies. The undiscounted range of possible contingent consideration is zero to € 5.5 million ($ 6.6 million). If the revenue targets are achieved, the contingent consideration would be payable in cash in four installments from 2019 to 2022. As the acquired assets did not meet the definition of a business, the fair value of the contingent consideration is recognized when probable and estimable and is capitalized as part of the cost of the acquired assets. Subsequent changes in the estimated fair value of this contingent liability are recorded as adjustments to the carrying value of the asset acquired and amortized over the remaining useful life of the underlying assets. In February 2020, the Company made the first installment payment of € 2.4 million ($ 2.6 million), which is included in cash flows from investing activities in the consolidated statement of cash flows for the nine months ended October 2, 2020. There were no other changes in the fair value of the contingent consideration during the nine months ended October 2, 2020. Summary by Fair Value Hierarchy The following table summarizes the fair values of the Company’s assets and liabilities measured at fair value on a recurring basis as of October 2, 2020 (in thousands): Quoted Prices in Significant Other Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets Cash equivalents $ 6,614 $ 6,614 $ — $ — Prepaid expenses and other current assets: Foreign currency forward contracts 14 — 14 — $ 6,628 $ 6,614 $ 14 $ — Liabilities Accrued expenses and other current liabilities: Contingent considerations - Current $ 6,223 $ — $ — $ 6,223 Foreign currency forward contracts 4 — 4 — Other liabilities: Contingent considerations - Long-term 10,238 — — 10,238 $ 16,465 $ — $ 4 $ 16,461 12 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) The following table summarizes the fair values of the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 (in thousands): Quoted Prices in Significant Other Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets Cash equivalents $ 9,262 $ 9,262 $ — $ — Prepaid expenses and other current assets: Foreign currency forward contracts 50 — 50 — $ 9,312 $ 9,262 $ 50 $ — Liabilities Accrued expenses and other current liabilities: Contingent considerations - Current $ 3,813 $ — $ — $ 3,813 Foreign currency forward contracts 99 — 99 — Other liabilities: Contingent considerations - Long-term 16,504 — — 16,504 $ 20,416 $ — $ 99 $ 20,317 Changes in the fair value of Level 3 contingent considerations during the nine months ended October 2, 2020 were as follows (in thousands): Contingent Considerations Balance at December 31, 2019 $ 20,317 Payments ( 3,823 ) Fair value adjustments ( 708 ) Effect of foreign exchange rates 675 Balance at October 2, 2020 $ 16,461 The following table provides qualitative information associated with the fair value measurement of the Company’s Level 3 liabilities: Liability October 2, 2020 Fair Value (in thousands) Valuation Technique Unobservable Inputs Percentage Applied Contingent consideration (ARGES) $ 7,555 Monte Carlo method Historical and projected revenues from August 2019 through December 2026 N/A Revenue volatility 36.0 % Cost of debt 1.4 % Discount rate 7.3 % Contingent consideration (Ingenia) $ 5,772 Monte Carlo method Historical and projected revenues from April 2019 through March 2022 N/A Revenue volatility 36.0 % Cost of debt 0.9 % Discount rate 15.3 % Contingent consideration (Other) $ 3,134 Discounted cash flow method Historical and projected revenues for fiscal years 2018 to 2021 N/A Revenue discount rate 22.8 % 13 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) Increases or decreases in the unobservable inputs noted above would result in a higher or lower fair value measurement. See Note 10 to Consolidated Financial Statements for a discussion of the estimated fair value of the Company’s outstanding debt. 7. Foreign Currency Contracts The Company addresses market risks from changes in foreign currency exchange rates through a risk management program that includes the use of derivative financial instruments to mitigate certain foreign currency transaction exposures from future settlement of non-functional currency monetary assets and liabilities as of the end of a period. The Company does not enter into derivative transactions for speculative purposes. Gains and losses on derivative financial instruments substantially offset losses and gains on the underlying hedged exposures. Furthermore, the Company manages its exposures to counterparty risks on derivative instruments by entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding positions. As of October 2, 2020, the aggregate notional amount and fair value of the Company’s foreign currency forward contracts was $ 7.3 million and a net gain of less than $ 0.1 million, respectively. As of December 31, 2019, the aggregate notional amount and fair value of the Company’s foreign currency forward contracts was $ 12.4 million and a net loss of less than $ 0.1 million, respectively. The Company recognized an aggregate net gain of $ 1.0 million and $ 1.4 million for the three and nine months ended October 2, 2020, respectively, and an aggregate net gain of $ 0.7 million and $ 1.2 million for the three and nine months ended September 27, 2019, respectively. These amounts were included in foreign exchange transaction gains (losses) in the consolidated statement of operations for all periods presented. 8. Goodwill and Intangible Assets Goodwill Goodwill is recorded when the consideration for a business combination exceeds the fair value of net tangible and identifiable intangible assets acquired. The Company tests its goodwill balances for impairment annually as of the beginning of the second quarter or more frequently if indicators are present or changes in circumstances suggest that an impairment may exist. The Company performed the most recent annual goodwill and indefinite-lived intangible asset impairment test as of the beginning of the second quarter of 2020 and noted no impairment. The following table summarizes changes in goodwill during the nine months ended October 2, 2020 (in thousands): Balance at beginning of the period $ 274,710 Net working capital adjustments from a prior-year acquisition 1,118 Effect of foreign exchange rate changes 3,695 Balance at end of the period $ 279,523 Goodwill by reportable segment as of October 2, 2020 was as follows (in thousands): Reportable Segment Photonics Vision Precision Motion Total Goodwill $ 215,697 $ 162,580 $ 52,475 $ 430,752 Accumulated impairment of goodwill ( 102,461 ) ( 31,722 ) ( 17,046 ) ( 151,229 ) Total $ 113,236 $ 130,858 $ 35,429 $ 279,523 14 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) Goodwill by reportable segment as of December 31, 2019 was as follows (in thousands): Reportable Segment Photonics Vision Precision Motion Total Goodwill $ 213,413 $ 160,086 $ 52,440 $ 425,939 Accumulated impairment of goodwill ( 102,461 ) ( 31,722 ) ( 17,046 ) ( 151,229 ) Total $ 110,952 $ 128,364 $ 35,394 $ 274,710 Intangible Assets Intangible assets as of October 2, 2020 and December 31, 2019, respectively, are summarized as follows (in thousands): October 2, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable intangible assets: Patents and developed technologies $ 160,496 $ ( 106,118 ) $ 54,378 $ 159,217 $ ( 97,523 ) $ 61,694 Customer relationships 163,155 ( 88,072 ) 75,083 161,807 ( 78,206 ) 83,601 Customer backlog — — — 2,316 ( 2,316 ) — Trademarks and trade names 17,939 ( 10,814 ) 7,125 17,871 ( 10,018 ) 7,853 Amortizable intangible assets 341,590 ( 205,004 ) 136,586 341,211 ( 188,063 ) 153,148 Non-amortizable intangible assets: Trade names 13,027 — 13,027 13,027 — 13,027 Totals $ 354,617 $ ( 205,004 ) $ 149,613 $ 354,238 $ ( 188,063 ) $ 166,175 All definite-lived intangible assets are amortized either on a straight-line basis or an economic benefit basis over their remaining estimated useful life. Amortization expense for patents and developed technologies is included in cost of revenue in the accompanying consolidated statements of operations. Amortization expense for customer relationships and definite-lived trademarks, trade names and other intangibles is included in operating expenses in the accompanying consolidated statements of operations. Amortization expense was as follows (in thousands): Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 Amortization expense – cost of revenue $ 2,820 $ 2,797 $ 8,270 $ 7,554 Amortization expense – operating expenses 3,533 3,970 10,388 11,740 Total amortization expense $ 6,353 $ 6,767 $ 18,658 $ 19,294 Estimated amortization expense for each of the five succeeding years and thereafter as of October 2, 2020 was as follows (in thousands): Year Ending December 31, Cost of Revenue Operating Expenses Total 2020 (remainder of year) $ 2,820 $ 3,533 $ 6,353 2021 11,521 13,866 25,387 2022 9,863 13,055 22,918 2023 8,667 11,360 20,027 2024 6,452 9,383 15,835 Thereafter 15,055 31,011 46,066 Total $ 54,378 $ 82,208 $ 136,586 15 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) 9. Supplementary Balance Sheet Information The following tables provide the details of selected balance sheet items as of the periods indicated (in thousands): Inventories October 2, December 31, 2020 2019 Raw materials $ 63,569 $ 76,268 Work-in-process 16,517 15,096 Finished goods 20,201 23,431 Demo and consigned inventory 1,450 1,823 Total inventories $ 101,737 $ 116,618 Accrued Expenses and Other Current Liabilities October 2, December 31, 2020 2019 Accrued compensation and benefits $ 10,964 $ 15,359 Accrued warranty 5,102 5,756 Contract liabilities, current portion 4,540 3,219 Deferred purchase price for acquisitions 23,463 27,735 Finance lease obligations 9,503 1,307 Accrued earn-out and contingent considerations 11,626 3,813 Other 11,038 13,137 Total $ 76,236 $ 70,326 Accrued Warranty Nine Months Ended October 2, September 27, 2020 2019 Balance at beginning of the period $ 5,756 $ 4,510 Provision charged to cost of revenue 1,255 1,903 Warranty liabilities from acquisitions — 175 Use of provision ( 1,941 ) ( 1,802 ) Foreign currency exchange rate changes 32 ( 58 ) Balance at end of the period $ 5,102 $ 4,728 Other Long Term Liabilities October 2, December 31, 2020 2019 Finance lease obligations $ 6,052 $ 14,845 Accrued pension liabilities 289 1,473 Accrued contingent considerations 10,238 16,504 Other 3,009 4,065 Total $ 19,588 $ 36,887 16 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) 10. Debt Debt consisted of the following (in thousands): October 2, December 31, 2020 2019 Senior Credit Facilities – term loan $ 5,303 $ 5,073 Less: unamortized debt issuance costs ( 39 ) ( 42 ) Total current portion of long-term debt $ 5,264 $ 5,031 Senior Credit Facilities – term loan $ 96,504 $ 96,095 Senior Credit Facilities – revolving credit facility 96,227 123,384 Less: unamortized debt issuance costs ( 4,642 ) ( 4,145 ) Total long-term debt $ 188,089 $ 215,334 Total Senior Credit Facilities $ 193,353 $ 220,365 Senior Credit Facilities On December 31, 2019, the Company entered into an amended and restated credit agreement (the “Third Amended and Restated Credit Agreement”) with existing lenders for an aggregate credit facility of $ 450.0 million, consisting of a $ 100.0 million U.S. dollar equivalent euro-denominated (approximately € 90.2 million) 5 -year term loan facility and a $ 350.0 million 5 -year revolving credit facility (collectively, the “Senior Credit Facilities”). The Senior Credit Facilities mature in December 2024 and included an uncommitted “accordion” feature pursuant to which the commitments under the revolving credit facility may be increased by an additional $ 200.0 million in aggregate, subject to certain customary conditions. On March 27, 2020, the Company entered into an amendment (the “First Amendment”) to the Third Amended and Restated Credit Agreement and exercised a portion of the uncommitted accordion feature. The First Amendment increased the revolving credit facility commitment under the Third Amended and Restated Credit Agreement by $ 145.0 million, from $ 350.0 million to $ 495.0 million and reset the uncommitted accordion feature to $ 200.0 million for potential future expansion. The outstanding principal balance under the term loan facility is payable in quarterly installments of € 1.1 million beginning in March 2020, with the remaining balance due upon maturity. The Company may make additional principal payments at any time, which will reduce the next quarterly installment payment due. Borrowings under the revolving credit facility may be repaid at any time through December 2024 . The Company repaid € 3.4 million ($ 3.9 million) of its term loan and $ 30.1 million of borrowings under its revolving credit facility during the nine months ended October 2, 2020. The Company is required to satisfy certain financial and non-financial covenants under the Third Amended and Restated Credit Agreement. The Third Amended and Restated Credit Agreement also contains customary events of default. The Company was in compliance with these covenants as of October 2, 2020. Liens The Company’s obligations under the Senior Credit Facilities are secured, on a senior basis, by a lien on substantially all of the assets of Novanta Inc. Fair Value of Debt As of October 2, 2020 and December 31, 2019, the outstanding balance of the Company’s debt approximated its fair value based on current rates available to the Company for debt of similar maturities. The fair value of the Company’s debt is classified as Level 2 under the fair value hierarchy. 17 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) 11. Leases Most leases held by the Company expire between 2020 and 2034 . In the U.K., where longer lease terms are more common, the Company has a land lease that extends through 2078 . Certain leases include terms such as an option to purchase the property, one or more options to renew, with renewal terms that can extend the lease term from one to 10 years , and options to terminate the leases within one year . The exercise of lease renewal or termination options is at the Company’s sole discretion; therefore, the majority of renewals to extend the lease terms are not included in the Company’s right-of-use assets and operating lease liabilities as they are not reasonably certain of being exercised. The Company regularly evaluates the renewal options and includes the renewal periods in the lease term when they are reasonably certain of being exercised. The depreciable lives of the right-of-use assets and leasehold improvements are limited to the expected lease terms. The following table summarizes the components of lease costs (in thousands): Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 Operating lease cost $ 1,786 $ 1,830 $ 5,693 $ 5,695 Finance lease cost Amortization of right-of-use assets 253 228 748 583 Interest on lease liabilities 108 110 326 316 Variable lease cost 320 505 1,043 1,051 Total lease cost $ 2,467 $ 2,673 $ 7,810 $ 7,645 The following table provides additional details of balance sheet information related to the Company’s leases (in thousands, except lease term and discount rate): October 2, December 31, 2020 2019 Operating leases Operating lease right-of-use assets $ 33,841 $ 35,180 Current portion of operating lease liabilities $ 5,553 $ 5,043 Operating lease liabilities 32,499 34,108 Total operating lease liabilities $ 38,052 $ 39,151 Finance leases Property, plant and equipment, gross $ 20,242 $ 19,748 Accumulated depreciation ( 5,528 ) ( 4,649 ) Finance lease assets included in property, plant and equipment, net $ 14,714 $ 15,099 Accrued expenses and other current liabilities $ 9,503 $ 1,307 Other liabilities 6,052 14,845 Total finance lease liabilities $ 15,555 $ 16,152 Weighted-average remaining lease term (in years) Operating leases 9.6 10.2 Finance leases 3.8 4.7 Weighted-average discount rate Operating leases 5.56 % 5.60 % Finance leases 3.02 % 3.09 % 18 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) The following table provides additional details of cash flow information related to the Company’s leases (in thousands): Nine Months Ended October 2, September 27, 2020 2019 Cash paid for amounts included in lease liabilities: Operating cash flows from finance leases $ 357 $ 404 Operating cash flows from operating leases $ 5,088 $ 5,124 Financing cash flows from finance leases $ 1,034 $ 547 Supplemental non-cash information: Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,050 $ 5,649 Future minimum lease payments under operating and finance leases expiring subsequent to October 2, 2020, including operating leases associated with facilities that have been vacated as a result of the Company’s restructuring actions, are summarized as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases (1) 2020 (remainder of year) $ 1,159 $ 357 2021 7,183 9,660 2022 6,233 907 2023 5,184 930 2024 4,575 954 Thereafter 25,706 4,440 Total minimum lease payments 50,040 17,248 Less: Interest ( 11,988 ) ( 1,693 ) Present value of lease liabilities $ 38,052 $ 15,555 (1) Future minimum lease payments under finance leases include the exercise price of an option to purchase a facility in Germany in 2021. 12. Common Shares and Share-Based Compensation Common Share Repurchases In October 2018, the Company’s Board of Directors approved a share repurchase plan (the “2018 Repurchase Plan”) authorizing the repurchase of $ 25.0 million worth of the Company’s common shares. During the nine months ended October 2, 2020, the Company repurchased 65 thousand shares for an aggregate purchase price of $ 5.5 million at an average price of $ 84.55 per share under the 2018 Repurchase Plan. In February 2020, the Company’s Board of Directors approved a new share repurchase plan (the “2020 Repurchase Plan”) authorizing the repurchase of an additional $ 50.0 million worth of the Company’s common shares. As of October 2, 2020, the Company had $ 59.5 million available under the 2018 and 2020 share repurchase plans for future share repurchases. In an effort to preserve cash in light of the economic slowdown caused by the COVID-19 pandemic, the Company has temporarily suspended repurchases under the share repurchase plans since April 2020. 19 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) Share-Based Compensation Expense The table below summarizes share-based compensation expense recorded in the consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 Selling, general and administrative $ 4,265 $ 1,926 $ 10,225 $ 6,546 Research and development and engineering 1,150 171 2,204 466 Cost of revenue 1,589 146 3,185 336 Restructuring, acquisition, and related costs 221 — 458 — Total share-based compensation expense $ 7,225 $ 2,243 $ 16,072 $ 7,348 Share-based compensation reported in selling, general and administrative expenses included expenses related to restricted stock units and deferred stock units granted to the members of the Company’s Board of Directors of $ 1.0 million and $ 0.9 million during the nine months ended October 2, 2020 and September 27, 2019, respectively. Restricted Stock Units and Deferred Stock Units The Company’s restricted stock units (“RSUs”) have generally been issued with vesting periods ranging from zero to five years and vest based solely on service conditions. Accordingly, the Company recognizes compensation expense on a straight-line basis over the requisite service period. The Company reduces the compensation expense by an estimated forfeiture rate which is based on anticipated forfeitures and historical forfeiture experience. Deferred stock units (“DSUs”) are granted to the members of the Company’s Board of Directors. Compensation expense associated with the DSUs is recognized in full on the date of grant, as the DSUs are fully vested and non-forfeitable upon grant. There were 162 thousand and 187 thousand DSUs outstanding as of October 2, 2020 and December 31, 2019, respectively, which were included in the calculation of weighted average basic shares outstanding for the respective periods. The table below summarizes activities relating to RSUs and DSUs issued and outstanding under the Company’s Amended and Restated 2010 Incentive Plan during the nine months ended October 2, 2020: Shares (In thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2019 453 $ 39.74 Granted 291 $ 84.20 Vested ( 107 ) $ 51.50 Forfeited ( 7 ) $ 76.54 Unvested at October 2, 2020 630 $ 58.05 Expected to vest as of October 2, 2020 602 The total fair value of RSUs and DSUs that vested during the nine months ended October 2, 2020 was $ 9.7 million based on the market price of the underlying shares on the date of vesting. Performance Stock Units The Company typically grants two types of performance-based stock awards to certain members of the executive management team: non-GAAP EPS performance-based restricted stock units (“EPS-PSUs”) and relative total shareholder return performance-based restricted stock units (“TSR-PSUs”). Both types of performance-based restricted stock units generally cliff vest on the first day following the end of the three-year performance period. The number of common shares to be issued upon settlement following vesting of the EPS-PSUs is determined based on the Company’s cumulative non-GAAP EPS over a three-year performance period against the performance targets established by the 20 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) Company’s Board of Directors at the time of grant and will be in the range of zero to 200 % of the target number of shares. The Company recognizes compensation expense ratably over the performance period based on the number of shares that are deemed probable of vesting at the end of the three-year performance cycle. This probability assessment is performed quarterly and the cumulative effect of a change in the estimated compensation expense, if any, is recognized in the consolidated statement of operations in the period in which such determination is made. The number of shares to be issued upon settlement following vesting of the TSR-PSUs is determined based on the relative market performance of the Company’s common shares compared to the Russell 2000 Index over a three-year performance period using a payout formula established by the Company’s Board of Directors at the time of grant and will be in the range of zero to 200 % of the target number of shares. The Company recognizes the related compensation expense based on the fair value of the TSR-PSUs, determined using the Monte Carlo valuation model as of the grant date, on a straight-line basis from the grant date to the end of the three-year performance period. Compensation expense will not be affected by the number of TSR-PSUs that will actually vest at the end of the three-year performance period. The table below summarizes the activities relating to the performance-based awards issued and outstanding under the Company’s Amended and Restated 2010 Incentive Plan during the nine months ended October 2, 2020: Shares (1) (In thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2019 152 $ 57.09 Granted 50 $ 111.47 Performance adjustment (2) 60 $ 28.80 Vested ( 120 ) $ 28.80 Forfeited ( 1 ) $ 111.50 Unvested at October 2, 2020 141 $ 88.99 Expected to vest as of October 2, 2020 153 (1) The unvested PSUs are shown in this table at target, except for the number of shares vested, which reflects the number of shares earned and expected to vest. As of October 2, 2020, the maximum number of PSUs available to be earned was approximately 283 thousand shares. (2) The amount shown represents performance adjustment for performance-based awards granted on February 28, 2017. These units vested at 200 % during the nine months ended October 2, 2020 based on the achievement of cumulative Non-GAAP EPS and applicable relative TSR performance conditions during the performance period of fiscal years 2017 through 2019. The total fair value of PSUs that vested during the nine months ended October 2, 2020 was $ 10.8 million based on the market price of the underlying shares on the date of vesting. The fair value of the TSR-PSUs at the date of grant was estimated using the Monte Carlo valuation model with the following assumptions: Nine Months Ended October 2, 2020 Grant-date stock price $ 96.28 Expected volatility 34.25 % Risk-free interest rate 1.35 % Expected annual dividend yield — Fair value $ 126.65 21 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) Stock Options The total intrinsic value of stock options exercised during the nine months ended October 2, 2020, based on the difference between market price on the date of exercise and the date of grant, was $ 1.0 million. The total amount of cash received from the exercise of these stock options was $ 0.2 million. No stock options were granted during the nine months ended October 2, 2020. There were 60 thousand fully-vested stock options outstanding as of October 2, 2020. 13. Income Taxes The Company determines its estimated annual effective tax rate at the end of each interim period based on full-year forecasted pre-tax income and facts known at that time. The estimated annual effective tax rate is applied to the year-to-date pre-tax income at the end of each interim period with the cumulative effect of any changes in the estimated annual effective tax rate being recorded in the fiscal quarter in which the change is determined. The tax effect of significant unusual items is reflected in the period in which they occur. Since the Company is incorporated in Canada, it is required to use Canada’s statutory tax rate of 29.0 % in the determination of the estimated annual effective tax rate. The Company maintains a valuation allowance on balances of certain U.S. state net operating losses and certain non-U.S. tax attributes that the Company has determined are more likely than not to be realized. A valuation allowance is required when, based upon an assessment of various factors, including recent operating loss history, anticipated future earnings, and prudent and reasonable tax planning strategies, it is more likely than not that some portion of the deferred tax assets will not be realized. In conjunction with the Company’s ongoing review of its actual results and anticipated future earnings, the Company continuously reassesses the possibility of releasing the valuation allowance currently in place on its deferred tax assets. For the nine months ended October 2, 2020, in part because the Company achieved three years of cumulative taxable income in the Canadian jurisdiction, the Company determined that it is more likely than not that a portion of its Canadian net operating losses are realizable. Therefore, the Company reduced $ 1.1 million of the valuation allowance against its deferred tax assets during the nine months ended October 2, 2020. The Company’s Canadian entity serves as a holding company with limited amounts of income and expenses. The amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income in the carryforward period are reduced or increased. The Company’s effective tax rate of 17.6 % for the three months ended October 2, 2020 differs from the Canadian statutory tax rate of 29.0 % primarily due to the mix of income earned in jurisdictions with varying tax rates, estimated deductions for Foreign Derived Intangible Income, U.K. patent box deductions and other tax credits. The Company’s effective tax rate of 5.2 % for the nine months ended October 2, 2020 differs from the Canadian statutory tax rate of 29.0 % primarily due to the mix of income earned in jurisdictions with varying tax rates, estimated deductions for Foreign Derived Intangible Income, U.K. patent box deductions, other tax credits, windfall tax benefits upon vesting of certain share-based compensation awards during the period, and a release of a portion of the valuation allowance on the deferred tax assets in Canada. For the nine months ended October 2, 2020, the windfall tax benefits upon vesting of certain share-based compensation awards and the valuation allowance release had a benefit of 7.9 % and 3.3 %, respectively, on the Company’s effective tax rate. The Company’s effective tax rate of 18.8 % for the three months ended September 27, 2019 differs from the Canadian statutory tax rate of 29.0 % primarily due to the mix of income earned in jurisdictions with varying tax rates, estimated deductions for Foreign Derived Intangible Income, U.K. patent box deductions and other tax credits. The Company’s effective tax rate of 12.9 % for the nine months ended September 27, 2019 differs from the Canadian statutory tax rate of 29.0 % primarily due to the mix of income earned in jurisdictions with varying tax rates, estimated deductions for Foreign Derived Intangible Income, U.K. patent box deductions, other tax credits, and windfall tax benefits upon vesting of certain share-based compensation awards during the period. For the nine months ended September 27, 2019, the windfall tax benefits upon vesting of certain share-based compensation awards had a benefit of 7.4 % on the Company’s effective tax rate. On March 27, 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in response to the COVID-19 pandemic. The CARES Act is an emergency economic stimulus package which, among other things, contains numerous provisions concerning income taxes. The CARES Act will not have a material impact on the Company’s income taxes or related disclosures. 22 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) 14. Restructuring, Acquisition, and Related Costs The following table summarizes restructuring, acquisition, and related costs in the accompanying consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 2020 restructuring $ 1,006 $ — $ 1,006 $ — 2019 restructuring 68 1,115 667 4,047 2018 restructuring — 351 754 789 Total restructuring charges 1,074 1,466 2,427 4,836 Acquisition and related charges 613 4,080 3,164 7,077 Total restructuring, acquisition, and related costs $ 1,687 $ 5,546 $ 5,591 $ 11,913 2020 Restructuring As a result of the Company’s ongoing evaluations and efforts to reduce its operating costs, while improving efficiency and effectiveness, the Company initiated the 2020 restructuring program in the third quarter of 2020. This program is focused on reducing operating complexity in the Company, including reducing infrastructure costs and streamlining the Company’s operating model to better serve its customers. In addition, the program will be focused on cost reduction actions that improve gross margins for the overall company. During the three months ended October 2, 2020, the Company recorded $ 1.0 million in severance and other costs in connection with the 2020 restructuring program. These costs were reported in the Vision reportable segment. 2019 Restructuring During the fourth quarter of 2018, the Company implemented a restructuring plan intended to realign operations, reduce costs, achieve operational efficiencies and focus resources on growth initiatives (the “2019 restructuring plan”). During the nine months ended October 2, 2020, the Company recorded $ 0.1 million in severance and related costs, $ 0.2 million in facility related costs, and $ 0.4 million of other costs in connection with the 2019 restructuring plan. As of October 2, 2020, the Company incurred cumulative costs related to this restructuring plan totaling $ 8.5 million. The 2019 restructuring program was substantially completed in the first quarter of 2020 . The following table summarizes restructuring costs associated with the 2019 restructuring program by reportable segment (in thousands): Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 Photonics $ 25 $ 475 $ 236 $ 2,025 Vision 13 367 304 1,023 Precision Motion 30 340 108 534 Unallocated Corporate and Shared Services — ( 67 ) 19 465 Total $ 68 $ 1,115 $ 667 $ 4,047 23 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) 2018 Restructuring During the second quarter of 2018, the Company initiated a program to integrate manufacturing operations as a result of acquisition activities (the “2018 restructuring plan”). During the nine months ended October 2, 2020, the Company recorded $ 0.8 million in severance and other costs in connection with the 2018 restructuring plan. These costs were reported in the Vision reportable segment. As of October 2, 2020, the Company incurred cumulative costs related to this restructuring plan totaling $ 3.6 million. The 2018 restructuring program was substantially completed in the second quarter of 2020. Rollforward of Accrued Expenses Related to Restructuring The following table summarizes the accrual activities, by component, related to the Company’s restructuring plans recorded in the accompanying consolidated balance sheets (in thousands): Total Severance Facility Other Balance at December 31, 2019 $ 2,073 $ 1,988 $ — $ 85 Restructuring charges 2,427 1,786 223 418 Cash payments ( 2,699 ) ( 2,195 ) ( 93 ) ( 411 ) Non-cash charges and other adjustments ( 530 ) ( 459 ) ( 1 ) ( 70 ) Balance at October 2, 2020 $ 1,271 $ 1,120 $ 129 $ 22 Acquisition and Related Charges Acquisition costs in connection with business combinations, including finders’ fees, legal, valuation, and other professional or consulting fees, totaled less than $ 0.1 million and $ 0.1 million for the three and nine months ended October 2, 2020, respectively, and $ 3.3 million and $ 4.9 million for the three and nine months ended September 27, 2019, respectively. During the three and nine months ended October 2, 2020, the Company incurred $ 0.4 million and $ 1.0 million, respectively, in legal costs related to a dispute involving a company that was acquired in 2019. Acquisition and related costs recognized under earn-out agreements in connection with acquisitions totaled $ 0.2 million and $ 2.0 million for the three and nine months ended October 2, 2020, respectively, and $ 0.8 million and $ 2.2 million for the three and nine months ended September 27, 2019, respectively. The majority of acquisition and related costs for the three and nine months ended October 2, 2020 were included in the Company’s Precision Motion and Vision reportable segments. The majority of acquisition and related costs for the three and nine months ended September 27, 2019 were included in the Company’s Precision Motion and Unallocated Corporate and Shared Services reportable segments. 15. Commitments and Contingencies Purchase Commitments There have been no material changes to the Company’s purchase commitments since December 31, 2019. Legal Contingencies In April 2020, the Company received notification of an arbitration demand filed with the American Arbitration Association against a business acquired by the Company in June 2019. The arbitration demand was filed by a contract counterparty to a joint product development agreement entered into by the business before Novanta acquired it. The arbitration demand alleges breach of contract and other claims arising out of allegations that the business failed to engage in required marketing activities for the product developed under the joint product development agreement. The claimant is seeking compensatory and punitive damages, lost profits and other relief. The Company believes that the claims are without merit and no amount has been accrued for in the consolidated financial statements. The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. The Company reviews the status of each significant matter and assesses the potential financial exposure on a quarterly basis. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based 24 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) only on the best information available as of the date of the consolidated balance sheet. As additional information becomes available, the Company reassesses the potential liability related to any pending claims and litigation s and may revise its estimates. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. The Company does not believe that the outcome of these claims will hav e a material adverse effect on its consolidated financial statements but there can be no assurance that any such claims, or any similar claims, would not hav e a material adverse effect on the consolidated financial statements . Guarantees and Indemnifications In the normal course of its operations, the Company executes agreements that provide for indemnification and guarantees to counterparties in transactions such as business dispositions, sale of assets, sale of products and operating leases. Additionally, the by-laws of the Company require it to indemnify certain current or former directors, officers, and employees of the Company against expenses incurred by them in connection with each proceeding in which they are involved as a result of serving or having served in certain capacities. Indemnification is not available with respect to a proceeding as to which it has been adjudicated that the person did not act in good faith in the reasonable belief that the action was in the best interests of the Company. Certain of the Company’s officers and directors are also a party to indemnification agreements with the Company. These indemnification agreements provide, among other things, that the director and officer shall be indemnified to the fullest extent permitted by applicable law against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such officer or director in connection with any proceeding by reason of his or her relationship with the Company. In addition, the indemnification agreements provide for the advancement of expenses incurred by such director or officer in connection with any proceeding covered by the indemnification agreement, subject to the conditions set forth therein and to the extent such advancement is not prohibited by law. The indemnification agreements also set out the procedures for determining entitlement to indemnification, the requirements relating to notice and defense of claims for which indemnification is sought, the procedures for enforcement of indemnification rights, the limitations on and exclusions from indemnification, and the minimum levels of directors’ and officers’ liability insurance to be maintained by the Company. 16. Segment Information Reportable Segments The Company’s Chief Operating Decision Maker (“CODM”) utilizes financial information to make decisions about allocating resources and assessing performance for the entire Company. The Company evaluates the performance of, and allocates resources to, its segments based on revenue, gross profit and operating profit. The Company’s reportable segments have been identified based on commonality and adjacency of technologies, applications and customers amongst the Company’s individual product lines. The Company determined that disclosing revenue by specific product was impracticable due to the highly customized and extensive portfolio of technologies offered to customers. Based upon the information provided to the CODM, the Company has determined that it operates in three reportable segments: Photonics, Vision, and Precision Motion. The reportable segments and their principal activities consist of the following: Photonics The Photonics segment designs, manufactures and markets photonics-based solutions, including laser scanning, laser beam delivery, CO2 laser, solid state laser, ultrafast laser, and optical light engine products to customers worldwide. The segment serves highly demanding photonics-based applications for advanced industrial processes, metrology, medical and life science imaging, DNA sequencing, and medical laser procedures. The vast majority of the segment’s product offerings are sold to OEM customers. The segment sells these products both directly, utilizing a highly technical sales force, and indirectly, through resellers and distributors. Vision The Vision segment designs, manufactures and markets a range of medical grade technologies, including medical insufflators, pumps and related disposables; visualization solutions; wireless, recorder and video integration technologies for operating room integrations; optical data collection and machine vision technologies; radio frequency identification (“RFID”) technologies; thermal 25 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) chart recorders; spectrometry technologies; and embedded touch screen solutions. The vast majority of the segment’s product offerings are sold to OEM customers. The segment sells these products both directly, utilizing a highly technical sales force, and indirectly, through resellers and distributors. Precision Motion The Precision Motion segment designs, manufactures and markets optical and inductive encoders, precision motor and motion control sub-assemblies, servo drives, air bearings, and air bearing spindles to customers worldwide. The vast majority of the segment’s product offerings are sold to OEM customers. The segment sells these products both directly, utilizing a highly technical sales force, and indirectly, through resellers and distributors. Reportable Segment Financial Information Revenue, gross profit, gross profit margin, operating income (loss), and depreciation and amortization expenses by reportable segment were as follows (in thousands, except percentage data): Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 Revenue Photonics $ 46,394 $ 54,570 $ 149,337 $ 172,081 Vision 64,299 69,923 198,047 201,754 Precision Motion 32,236 29,573 95,741 92,562 Total $ 142,929 $ 154,066 $ 443,125 $ 466,397 Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 Gross Profit Photonics $ 20,166 $ 25,289 $ 65,725 $ 79,911 Vision 24,586 26,922 75,676 78,106 Precision Motion 15,011 12,504 42,753 39,784 Unallocated Corporate and Shared Services ( 658 ) ( 661 ) ( 1,902 ) ( 1,676 ) Total $ 59,105 $ 64,054 $ 182,252 $ 196,125 Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 Gross Profit Margin Photonics 43.5 % 46.3 % 44.0 % 46.4 % Vision 38.2 % 38.5 % 38.2 % 38.7 % Precision Motion 46.6 % 42.3 % 44.7 % 43.0 % Total 41.4 % 41.6 % 41.1 % 42.1 % Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 Operating Income (Loss) Photonics $ 7,026 $ 10,661 $ 22,878 $ 34,637 Vision 3,799 5,830 14,098 14,602 Precision Motion 7,675 5,221 20,728 16,839 Unallocated Corporate and Shared Services ( 6,634 ) ( 8,911 ) ( 18,887 ) ( 23,779 ) Total $ 11,866 $ 12,801 $ 38,817 $ 42,299 26 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) AS OF OCTOBER 2, 2020 (Unaudited) Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 Depreciation and Amortization Expenses Photonics $ 2,864 $ 3,276 $ 8,303 $ 8,486 Vision 5,296 5,432 15,845 15,658 Precision Motion 1,369 1,061 4,055 3,613 Unallocated Corporate and Shared Services 67 71 160 197 Total $ 9,596 $ 9,840 $ 28,363 $ 27,954 Revenue by Geography The Company aggregates geographic revenue based on the customer location where products are shipped to. Revenue from these customers was as follows (in thousands): Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 United States $ 57,635 $ 63,278 $ 171,364 $ 190,048 Germany 18,885 21,423 64,266 63,738 Rest of Europe 30,483 30,489 94,281 97,230 China 17,409 11,895 50,285 42,395 Rest of Asia-Pacific 16,414 24,218 55,956 65,367 Other 2,103 2,763 6,973 7,619 Total $ 142,929 $ 154,066 $ 443,125 $ 466,397 The majority of revenue from our Photonics, Vision and Precision Motion segments is generated from sales to customers within the United States and Europe. Each segment also generates revenue across the other geographies, with no significant concentration of any segment’s remaining revenue. Revenue by End Market The Company primarily operates in two end markets: the medical market and advanced industrial market. Revenue by end market was approximately as follows: Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, 2020 2019 2020 2019 Medical 54 % 55 % 56 % 55 % Advanced Industrial 46 % 45 % 44 % 45 % Total 100 % 100 % 100 % 100 % The majority of revenue from the Photonics and Precision Motion segments is generated from sales to customers in the advanced industrial market. The majority of revenue from the Vision segment is generated from sales to customers in the medical market. 27