NOVANTA INC 10-K

Item 8. Financial Statements and Supplementary Data NOVANTA INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm – PricewaterhouseCoopers LLP 52 Consolidated Balance Sheets as of December 31, 2021 and 2020 55 Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2 019 56 Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2 019 57 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2 019 58 Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2 019 59 Notes to Consolidated Financial Statements 60 51 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Novanta Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Novanta Inc. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded ATI Industrial Automation, Inc. (“ATI”) and Schneider Electric Motion USA, Inc. (“SEM”) from its assessment of internal control over financial reporting as of December 31, 2021, because they were acquired by the Company in purchase business combinations during 2021. We have also excluded ATI and SEM from our audit of internal control over financial reporting. ATI and SEM are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 5% and 1% of total assets, respectively and approximately 5% and 1% of total revenues, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding 52 prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Acquisitions of ATI Industrial Automation, Inc. and Schneider Electric Motion USA, Inc. – Valuation of Developed Technologies and Customer Relationships Intangible Assets As described in Note 4 to the consolidated financial statements, the Company completed the acquisitions of ATI Industrial Automation, Inc. (ATI) and Schneider Electric Motion USA, Inc. (SEM) in 2021. The acquisition of ATI resulted in a $23.9 million customer relationships intangible asset and a $19.8 million developed technologies intangible asset being recorded, and the acquisition of SEM resulted in a $41.7 million customer relationships intangible asset and a $9.1 million developed technologies intangible asset being recorded. Assets acquired and liabilities assumed have been recorded by management at their estimated fair values as of the acquisition dates. The fair values of intangible assets were based on valuations using an income approach, specifically the multi-period excess earnings method for customer relationships and the relief-from-royalty method for developed technologies. The process for estimating the fair values of these identifiable intangible assets requires the use of significant estimates and assumptions by management, including revenue growth rates, customer attrition rates, royalty rates, discount rates, technology obsolescence curves, and EBITDA margins. The principal considerations for our determination that performing procedures relating to the valuation of the developed technologies and customer relationships intangible assets acquired in the ATI and SEM acquisitions is a critical audit matter are (i) the significant judgment by management when determining the fair value of the developed technologies and customer relationships assets, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, royalty rates, discount rates, and technology obsolescence curves used in the valuation of the developed technologies intangible assets and the revenue growth rates, discount rates, customer attrition rates, and EBITDA margins used in the valuation of the customer relationships intangible assets, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s (i) valuation of the developed technologies and customer relationships intangible assets and (ii) development of significant assumptions related to revenue growth rates, customer attrition rates, royalty rates, discount rates, technology obsolescence curves and EBITDA margins. These procedures also included, among others, (i) reading the purchase agreements and (ii) testing management’s process for determining the fair value of the developed technologies and customer relationships intangible assets. Testing management’s process included evaluating the appropriateness of the multi-period excess earnings and relief-from-royalty valuation methods, testing the completeness and accuracy of underlying data used by management, and evaluating the reasonableness of management’s significant assumptions related to the revenue growth rates, royalty rates, discount rates, and technology obsolescence curves used in the valuation of the developed technologies intangible assets and the revenue growth rates, discount rates, customer attrition rates, and EBITDA margins used in the valuation of the customer relationships intangible assets. Evaluating the reasonableness of the revenue growth rates in the valuation of developed technologies and revenue growth rates, EBITDA margins, and customer attrition rates used in the valuation of the customer relationships involved considering the past performance of the acquired businesses, consistency with economic and industry forecasts, and whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the valuation methods and of the reasonableness of the royalty rates, discount rates, and technology obsolescence curves in the valuation of the developed technologies intangible assets and the customer attrition rates and discount rates used in the valuation of the customer relationships intangible assets. 53 Fair Value of the Contingent Consideration for ARGES GmbH Acquisition As described in Notes 4 and 7 to the consolidated financial statements, the Company had $3.8 million of a contingent consideration liability as of December 31, 2021 related to the 2019 acquisition of ARGES GmbH. The contingent consideration payments are payable annually based on actual revenue achievement against certain revenue targets by the Company from August 2019 through December 2026. Management determines the estimated fair value of the contingent consideration liability using a Monte Carlo valuation method. The unobservable inputs used by management to determine the fair value of the contingent consideration liability included historical and projected revenues, revenue volatility, cost of debt, and the discount rate. The principal considerations for our determination that performing procedures relating to the fair value of the contingent consideration for the ARGES GmbH acquisition is a critical audit matter are (i) the significant judgment by management when determining the fair value, (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the Monte Carlo valuation method and evaluating management's significant assumptions related to the projected revenues, revenue volatility, and discount rate, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s valuation of the contingent consideration, including controls over management’s valuation method and significant assumptions related to projected revenues, revenue volatility, and discount rate. These procedures also included, among others, (i) testing management’s process for determining the fair value of the contingent consideration, (ii) evaluating the appropriateness of the Monte Carlo valuation method, (iii) testing the completeness and accuracy of underlying data used by management, and (iv) evaluating the significant assumptions used by management related to the projected revenues, revenue volatility, and discount rate. Evaluating the assumptions related to projected revenues involved evaluating whether the assumptions used by management were reasonable considering the current and past performance of the acquired business, consistency with external market data, and whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s Monte Carlo valuation method and the revenue volatility and discount rate assumptions. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts March 1, 2022 We have served as the Company’s auditor since 2013. 54 NOVANTA INC. CONSOLIDATED BALANCE SHEETS (In thousands of U.S. dollars or shares) December 31, December 31, 2021 2020 ASSETS Current Assets Cash and cash equivalents $ 117,393 $ 125,054 Accounts receivable, net of allowance of $ 556 and $ 274 , respectively 115,617 75,054 Inventories 125,657 92,737 Prepaid income taxes and income taxes receivable 1,997 3,203 Prepaid expenses and other current assets 13,161 8,125 Total current assets 373,825 304,173 Property, plant and equipment, net 87,439 78,676 Operating lease assets 48,338 34,444 Deferred tax assets 12,206 10,491 Other assets 5,586 2,894 Intangible assets, net 220,989 148,521 Goodwill 479,500 285,980 Total assets $ 1,227,883 $ 865,179 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Current portion of long-term debt $ 5,097 $ 5,508 Accounts payable 68,514 42,966 Income taxes payable 4,514 5,787 Current portion of operating lease liabilities 7,334 6,188 Accrued expenses and other current liabilities 98,479 53,780 Total current liabilities 183,938 114,229 Long-term debt 429,361 194,927 Operating lease liabilities 45,700 32,802 Deferred tax liabilities 33,738 24,134 Income taxes payable 4,217 5,112 Other liabilities 9,638 17,166 Total liabilities 706,592 388,370 Commitments and Contingencies (Note 17) Stockholders’ Equity: Preferred shares, no par value; Authorized shares: 7,000 ; No shares issued and outstanding - - Common shares, no par value; Authorized shares: unlimited; Issued and outstanding: 35,601 and 35,163 , respectively 423,856 423,856 Additional paid-in capital 53,768 58,992 Retained earnings 56,533 6,202 Accumulated other comprehensive loss ( 12,866 ) ( 12,241 ) Total stockholders’ equity 521,291 476,809 Total liabilities and stockholders’ equity $ 1,227,883 $ 865,179 The accompanying notes are an integral part of these consolidated financial statements. 55 NOVANTA INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands of U.S. dollars or shares, except per share amounts) Year Ended December 31, 2021 2020 2019 Revenue $ 706,793 $ 590,623 $ 626,099 Cost of revenue 406,465 346,106 364,014 Gross profit 300,328 244,517 262,085 Operating expenses: Research and development and engineering 72,522 60,996 55,965 Selling, general and administrative 129,155 109,853 118,407 Amortization of purchased intangible assets 16,577 13,970 15,857 Restructuring, acquisition and related costs 18,020 3,810 16,574 Total operating expenses 236,274 188,629 206,803 Operating income 64,054 55,888 55,282 Interest income (expense), net ( 7,387 ) ( 6,564 ) ( 8,493 ) Foreign exchange transaction gains (losses), net ( 127 ) ( 942 ) ( 780 ) Other income (expense), net ( 368 ) 21 ( 243 ) Income before income taxes 56,172 48,403 45,766 Income tax provision 5,841 3,882 4,993 Consolidated net income $ 50,331 $ 44,521 $ 40,773 Earnings per common share (Note 9): Basic $ 1.42 $ 1.27 $ 1.16 Diluted $ 1.41 $ 1.25 $ 1.15 Weighted average common shares outstanding—basic 35,396 35,144 35,030 Weighted average common shares outstanding—diluted 35,781 35,654 35,546 The accompanying notes are an integral part of these consolidated financial statements. 56 NOVANTA INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands of U.S. dollars) Year Ended December 31, 2021 2020 2019 Consolidated net income $ 50,331 $ 44,521 $ 40,773 Other comprehensive income (loss): Foreign currency translation adjustments, net of tax (1) ( 3,457 ) 6,922 3,267 Pension liability adjustments, net of tax (2) 2,832 ( 1,050 ) 1,147 Total other comprehensive income (loss) ( 625 ) 5,872 4,414 Total consolidated comprehensive income $ 49,706 $ 50,393 $ 45,187 (1) The tax effect on this component of comprehensive income was nominal in 2021, 2020 and 2019. (2) The tax effect on this component of comprehensive income was $ 920 , ($ 202 ) and $ 267 in 2021, 2020 and 2019, respectively. The accompanying notes are an integral part of these consolidated financial statements. 57 NOVANTA INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands of U.S. dollars or shares) Preferred Shares Common Shares Additional Paid-In Retained Earning Accumulated Other Comprehensive # of Shares Amount # of Shares Amount Capital (Deficit) Loss Total Balance at December 31, 2018 — — 34,886 $ 423,856 $ 46,018 $ ( 79,092 ) $ ( 22,527 ) $ 368,255 Consolidated net income — — — — — 40,773 — 40,773 Common shares issued for business combination — — 124 — 10,900 — — 10,900 Common shares issued under stock plans — — 247 — 425 — — 425 Common shares withheld for taxes on vested stock awards — — ( 86 ) — ( 6,935 ) — — ( 6,935 ) Repurchases of common shares — — ( 119 ) — ( 10,000 ) — — ( 10,000 ) Share-based compensation — — — — 9,340 — — 9,340 Other comprehensive loss, net of tax — — — — — — 4,414 4,414 Balance at December 31, 2019 — — 35,052 423,856 49,748 ( 38,319 ) ( 18,113 ) 417,172 Consolidated net income — — — — — 44,521 — 44,521 Common shares issued under stock plans — — 270 — 179 — — 179 Common shares withheld for taxes on vested stock awards — — ( 94 ) — ( 8,554 ) — — ( 8,554 ) Repurchases of common shares — — ( 65 ) — ( 5,500 ) — — ( 5,500 ) Share-based compensation — — — — 23,119 — — 23,119 Other comprehensive income, net of tax — — — — — — 5,872 5,872 Balance at December 31, 2020 — — 35,163 423,856 58,992 6,202 ( 12,241 ) 476,809 Consolidated net income — — — — — 50,331 — 50,331 Common shares issued under stock plans — — 660 — — — — — Common shares withheld for taxes on vested stock awards — — ( 222 ) — ( 30,830 ) — — ( 30,830 ) Share-based compensation — — — — 25,606 — — 25,606 Other comprehensive income, net of tax — — — — — — ( 625 ) ( 625 ) Balance at December 31, 2021 — — 35,601 $ 423,856 $ 53,768 $ 56,533 $ ( 12,866 ) $ 521,291 The accompanying notes are an integral part of these consolidated financial statements. 58 NOVANTA INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) Year Ended December 31, 2021 2020 2019 Cash flows from operating activities: Consolidated net income $ 50,331 $ 44,521 $ 40,773 Adjustments to reconcile consolidated net income to net cash provided by operating activities: Depreciation and amortization 43,394 38,293 38,280 Provision for inventory excess and obsolescence 3,627 4,002 3,188 Share-based compensation 25,606 23,119 9,340 Deferred income taxes ( 3,945 ) ( 4,113 ) ( 4,332 ) Loss (gain) on disposal of fixed assets 65 120 756 Contingent consideration adjustments ( 99 ) ( 6,632 ) 100 Inventory acquisition fair value adjustments 1,411 188 1,270 Non-cash interest expense 1,170 1,045 1,055 Other non-cash items 74 157 259 Changes in assets and liabilities which provided/(used) cash, excluding effects from business acquisitions: Accounts receivable ( 25,355 ) 18,026 ( 3,600 ) Inventories ( 19,078 ) 22,102 ( 7,397 ) Prepaid expenses and other current assets ( 3,117 ) 4,456 ( 1,526 ) Prepaid income taxes, income taxes receivable and income taxes payable ( 140 ) 6,015 ( 4,966 ) Accounts payable, accrued expenses and other current liabilities 24,516 ( 14,484 ) ( 14,800 ) Other non-current assets and liabilities ( 3,835 ) 3,424 4,848 Cash provided by operating activities 94,625 140,239 63,248 Cash flows from investing activities: Purchases of property, plant and equipment ( 19,976 ) ( 10,524 ) ( 10,743 ) Acquisition of businesses, net of cash acquired and working capital adjustments ( 284,728 ) — ( 53,143 ) Payment of contingent consideration related to acquisition of technology assets ( 2,200 ) ( 2,632 ) — Proceeds from sale of property, plant and equipment 200 — 42 Cash used in investing activities ( 306,704 ) ( 13,156 ) ( 63,844 ) Cash flows from financing activities: Borrowings under revolving credit facilities 280,000 — 66,792 Repayments under term loan and revolving credit facilities ( 32,381 ) ( 35,391 ) ( 50,694 ) Payments of debt issuance costs ( 890 ) ( 1,614 ) ( 2,655 ) Payments of withholding taxes from share-based awards ( 30,830 ) ( 8,554 ) ( 6,935 ) Payments of deferred and escrowed purchase price related to acquisitions — ( 31,021 ) — Payments of contingent considerations related to acquisitions ( 1,836 ) ( 1,135 ) — Repurchases of common shares — ( 5,500 ) ( 10,000 ) Purchase of building under finance lease ( 8,743 ) — — Other financing activities ( 567 ) ( 1,142 ) ( 443 ) Cash provided by (used in) financing activities 204,753 ( 84,357 ) ( 3,935 ) Effect of exchange rates on cash and cash equivalents ( 335 ) 3,384 1,432 Increase (decrease) in cash and cash equivalents ( 7,661 ) 46,110 ( 3,099 ) Cash and cash equivalents, beginning of year 125,054 78,944 82,043 Cash and cash equivalents, end of year $ 117,393 $ 125,054 $ 78,944 Supplemental disclosure of cash flow information: Cash paid for interest $ 6,207 $ 5,529 $ 8,389 Cash paid for income taxes $ 11,304 $ 5,879 $ 14,260 Income tax refunds received $ 1,557 $ 4,833 $ 767 Supplemental disclosure of non-cash investing activity: Accruals for capital expenditures $ 708 $ 166 $ 638 The accompanying notes are an integral part of these consolidated financial statements. 59 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2021 1. Organization and 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. Basis of Presentation These consolidated financial statements have been prepared by the Company in United States (“U.S.”) dollars and in accordance with accounting principles generally accepted in the U.S., applied on a consistent basis. The consolidated financial statements include the accounts of Novanta Inc. and its subsidiaries. Intercompany accounts and transactions have been eliminated. 2. Summary of Significant Accounting Policies 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 at 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. Actual results could differ significantly from these estimates. Foreign Currency Translation The financial statements of the Company and its subsidiaries outside the U.S. have been translated into U.S. dollars. Assets and liabilities of foreign operations are translated from foreign currencies into U.S. dollars at the exchange rates in effect as of the balance sheet date. Revenue and expenses are translated at the weighted average exchange rates for the period. Accordingly, gains and losses resulting from translating foreign currency financial statements are reported as cumulative translation adjustments, a separate component of other comprehensive income (loss) in stockholders’ equity. Foreign currency transaction gains and losses from transactions denominated in currencies other than the functional currencies are included in the accompanying consolidated statements of operations. Cash Equivalents Cash equivalents are highly liquid investments with original maturities of three months or less. These investments are carried at cost, which approximates fair value. Accounts Receivable and Credit Losses Accounts receivable are recorded at the invoiced amounts, net of an allowance for doubtful accounts based on the Company’s best estimate of probable credit losses. The Company is exposed to credit losses primarily through sales of its products. The Company assesses each customer’s ability to pay by conducting a credit review which includes consideration of established credit rating or an internal assessment of the customer’s creditworthiness based on an analysis of their payment history when a credit rating is not available. The Company monitors its credit exposure through active review of customer balances. The Company’s expected loss methodology for accounts receivable is developed through consideration of factors including, but not limit to, historical collection experience, current customer credit ratings, current customer financial condition, current and future economic and market condition, and age of the receivables. Charges related to credit losses are included as selling, general and administrative expenses and are recorded in the period that the outstanding receivables are determined to be uncollectible. Account balances are charged off against the allowance when the Company believes it is certain that the receivable will not be recovered. 60 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 For the years ended December 31, 2021, 2020 and 2019, changes in the allowance for doubtful accounts were as follows (in thousands): 2021 2020 2019 Balance at beginning of year $ 274 $ 297 $ 321 Addition to credit loss expense 121 158 33 Credit loss resulting from acquisitions 216 — 120 Write-offs, net of recoveries of amounts previously reserved ( 45 ) ( 207 ) ( 179 ) Exchange rate changes ( 10 ) 26 2 Balance at end of year $ 556 $ 274 $ 297 Inventories Inventories, which include materials and conversion costs, are stated at the lower of cost or net realizable value, using the first-in, first-out method. Cost includes the cost of purchased materials, inbound freight and duties, external and internal processing and applicable labor and overhead costs. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, storage, disposal and transportation. The Company periodically reviews quantities of inventories on hand and compares these amounts to the expected use of each product. The Company records a charge to cost of revenue for the amount required to reduce the carrying value of inventory to the net realizable value. Property, Plant and Equipment Property, plant and equipment are recorded at cost, adjusted for any impairment, less accumulated depreciation. The Company uses the straight-line method to calculate the depreciation of its property, plant and equipment over their estimated useful lives. Estimated useful lives range from 10 to 30 years for buildings and building improvements, and 3 to 10 years for machinery and equipment. Leasehold improvements are depreciated over the lesser of their useful lives or the lease terms, including any renewal period options that are reasonably assured of being exercised. Repairs and maintenance costs are expensed as incurred. Certain costs to develop software for internal use are capitalized when the criteria under Accounting Standards Codification (“ASC”) 350-40, “Internal-Use Software,” are met. Goodwill, Intangible Assets and Long-Lived Assets Goodwill represents the excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities acquired in a business combination. Allocations of the purchase price are based upon a valuation of the fair value of assets acquired and liabilities assumed as of the acquisition date. Goodwill and indefinite-lived intangibles are not amortized but are assessed for impairment at least annually to ensure their current fair values exceed their carrying values. The Company’s most significant intangible assets are customer relationships, patents and developed technologies, trademarks and trade names. The fair values of intangible assets are based on valuations using an income approach, with estimates and assumptions provided by management of the acquired companies and the Company. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, customer attrition rates, royalty rates, discount rates and projected future cash flows. All definite-lived intangible assets are amortized over the periods in which their economic benefits are expected to be realized. The Company reviews the useful life assumptions, including the classification of certain intangible assets as “indefinite-lived,” on a periodic basis to determine if changes in circumstances warrant revisions to them. Costs associated with patent and intellectual property applications, renewals or extensions are typically expensed as incurred. The Company evaluates its goodwill, intangible assets and other long-lived assets for impairment at the reporting unit level which is at least one level below the reportable segments. Impairment Charges Impairment analyses of goodwill and indefinite-lived intangible assets are conducted in accordance with ASC 350, “Intangibles —Goodwill and Other.” The Company performs its goodwill impairment test 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. 61 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The Company has the option of first performing a qualitative assessment to determine whether it is necessary to perform the quantitative impairment test. In performing the qualitative assessment, the Company reviews factors both specific to the reporting unit and to the Company as a whole, such as financial performance, macroeconomic conditions, industry and market considerations, and the fair value of each reporting unit at the last valuation date. If the Company elects this option and believes, as a result of the qualitative assessment, that it is more likely than not that the carrying value of the reporting unit exceeds its fair value, the quantitative impairment test is required; otherwise, no further testing is required. Alternatively, the Company may elect to bypass the qualitative assessment and perform the quantitative impairment test instead. This approach requires a comparison of the carrying value of each reporting unit to its estimated fair value. The fair value of a reporting unit is estimated primarily using a discounted cash flow (“DCF”) method with a weighted average cost of capital. If the carrying value of a reporting unit exceeds its fair value, an impairment charge is recorded for the difference. The Company assesses indefinite-lived intangible assets for impairment on an annual basis as of the beginning of the second quarter, and more frequently if indicators are present, or changes in circumstances suggest, that an impairment may exist. The Company will also reassess the continuing classification of these intangible assets as indefinite-lived when circumstances change such that the useful life may no longer be considered indefinite. The fair values of the Company’s indefinite-lived intangible assets are determined using the relief from royalty method, based on forecasted revenues and estimated royalty rates. If the fair value of an indefinite-lived intangible asset is less than its carrying value, an impairment charge is recorded for the difference between the carrying value and the fair value of the impaired asset. The carrying amounts of definite-lived long-lived assets are reviewed for impairment whenever changes in events or circumstances indicate that their carrying values may not be recoverable. The recoverability of the carrying value is generally determined by comparison of the carrying value of the asset group to its undiscounted future cash flows. When this test indicates a potential for impairment, a fair value assessment is performed. Once an impairment is determined and measured, an impairment charge is recorded for the difference between the carrying value and the fair value of the impaired asset. Revenue Recognition See Note 3 for the Company’s revenue recognition policy. Leases The Company leases certain equipment and facilities. The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets are included in operating lease assets on the consolidated balance sheet. Operating lease liabilities are included in current portion of operating lease liabilities and operating lease liabilities on the consolidated balance sheet based on the timing of future lease payments. Finance lease assets are included in property, plant and equipment. Finance lease liabilities are included in accrued expenses and other current liabilities and other liabilities on the consolidated balance sheet based on the timing of future lease payments. Leases with an initial term of twelve months or less are not recognized on the balance sheet. The Company recognizes lease expense on a straight-line basis over the lease term. Many of the Company’s lease arrangements include both lease (e.g., fixed payments including rent) and non-lease components (e.g., common-area maintenance or other property management costs). The Company accounts for lease and non-lease components separately. Most leases held by the Company do not provide an implicit rate. The Company uses its incremental borrowing rate for the same jurisdiction and term as the associated lease based on the information available at the lease commencement date to determine the present value of future lease payments. Upon adoption of ASC 842, “Leases”, the Company used the incremental borrowing rate as of January 1, 2019 for operating leases that commenced prior to that date. The Company has a centrally managed treasury function; therefore, the Company applies a portfolio approach for determining the incremental borrowing rate based on the applicable lease terms and the current economic environment. Research and Development and Engineering Costs Research and development and engineering (“R&D”) expenses are primarily comprised of employee related expenses and cost of materials for R&D projects. These costs are expensed as incurred. 62 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 Share-Based Compensation The Company records expenses associated with share-based compensation awards to employees and directors based on the fair value of awards as of the grant date. For share-based compensation awards that vest over time based on employment, the associated expenses are recognized in the consolidated statements of operations ratably over the respective vesting periods, net of estimated forfeitures. The Company also grants three types of performance-based awards to certain members of the executive management team: non-GAAP earnings per share performance-based restricted stock units (“EPS-PSUs”), operating cash flow performance-based restricted stock units (“OCF-PSUs”), and relative total shareholder return performance-based restricted stock units (“TSR-PSUs”). Share-based compensation expenses associated with EPS-PSUs and OCF-PSUs are recognized ratably over their vesting periods when it is probable that the performance targets are expected to be achieved based on management’s projections. Management’s projections are revised, if necessary, in subsequent periods when underlying factors change the evaluation of the probability of achieving the performance targets as well as the estimated levels of achievement. When the estimated achievement levels are adjusted at a later date, a cumulative adjustment to the share-based compensation expense previously recognized would be recorded in the period such determination is made. Accordingly, share-based compensation expenses associated with EPS-PSUs and OCF-PSUs may differ significantly from period to period based on changes to both the probability and the level of achievement against performance targets. Share-based compensation expenses associated with TSR-PSUs are based on the grant-date fair value, determined using the Monte-Carlo valuation model, and are recognized on a straight-line basis from the grant date to the end of the performance period. Compensation expenses associated with TSR-PSUs will not be affected by the number of common shares that will ultimately be issued upon vesting at the end of the performance period. Advertising Costs Advertising costs are expensed to selling, general and administrative expenses as incurred and were not material for 2021, 2020 and 2019. Restructuring, Acquisition and Related Costs The Company accounts for its restructuring activities in accordance with the provisions of ASC 420, “Exit or Disposal Cost Obligations.” The Company makes assumptions related to the amounts of employee severance benefits and related costs, useful lives and residual value of long-lived assets, and discount rates. Estimates and assumptions are based on the best information available at the time the obligation is recognized. These estimates are reviewed and revised as facts and circumstances dictate. Acquisition related costs incurred to effect a business combination, including finders’ fees, legal, valuation and other professional or consulting fees, are expensed as incurred. Acquisition related costs also include expenses recognized under earn-out agreements in connection with acquisitions. Accounting for Income Taxes The asset and liability method is used to account for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits, such as net operating loss carryforwards, to the extent that it is more likely than not that such benefits will be realized. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the temporary differences are expected to be recovered or settled. A valuation allowance is established to reduce the deferred tax assets if it is more likely than not that some or all of the related tax benefits will not be realized in the future. Valuation allowances are reassessed periodically to determine whether it is more likely than not that the tax benefits will be realized in the future and if any existing valuation allowance should be released. The majority of the Company’s business activities are conducted through its subsidiaries outside of Canada. Earnings from these subsidiaries are generally indefinitely reinvested in the local businesses. Further, local laws and regulations may also restrict certain subsidiaries from paying dividends to their parents. Consequently, the Company generally does not accrue income taxes for the repatriation of such earnings in accordance with ASC 740, “Income Taxes.” To the extent that there are excess accumulated earnings that the Company intends to repatriate from any such subsidiaries, the Company recognizes deferred tax liabilities on such foreign earnings. 63 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The Company assesses its income tax positions and records tax benefits for all years subject to examination based on the evaluation of the facts, circumstances, and information available at each reporting date. For those tax positions with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information, the Company records a tax benefit. For those income tax positions that are not likely to be sustained, no tax benefit is recognized in the consolidated financial statements. The Company recognizes interest and penalties related to uncertain tax positions as part of the provision for income taxes. Foreign Currency Contracts The Company uses foreign currency contracts as a part of its strategy to limit its exposures to fluctuations in foreign currency exchange rates related to foreign currency denominated monetary assets and liabilities. The time duration of these foreign currency contracts approximates the underlying foreign currency transaction exposures, generally less than three months. These foreign currency contracts are not designated as cash flow, fair value or net investment hedges. Changes in the fair value of these foreign currency contracts are recognized in income before income taxes. 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 ASC 740, “Income Taxes”, 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. The Company adopted ASU 2019-12 during the first quarter of 2021. The adoption of ASU 2019-12 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. 64 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” ASU 2021-08 requires that entities recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASC 606, “Revenue from Contracts with Customers”. ASU 2021-08 also applies to contract assets or liabilities from other contracts to which the provisions of ASC 606 apply. The amendments in ASU 2021-08 do not affect the accounting for other assets or liabilities that may arise from revenue contracts with customers in accordance with ASC 606, such as refund liabilities, or in a business combination, such as customer-related intangible assets and contract-based intangible assets. January 1, 2023. Early adoption is permitted. The Company is evaluating the impact of the adoption of ASU 2021-08 on its consolidated financial statements. 3. Revenue The Company accounts for its revenue transactions in accordance with ASC 606, “Revenue from Contracts with Customers,” which requires entities to recognize revenue in a way that depicts the transfer of control over goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company recognizes revenue when control of promised goods or services is transferred to the customer. 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 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 are typically short in duration, mostly less than one month , and aggregate to less than 3 % of the Company’s consolidated revenue. Revenue is typically recognized at a point in time when control transfers to the customer upon completion of professional services. These services generally involve a single distinct performance obligation. The consideration expected to be received in exchange for such services is normally the contractually stated amount. 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. 65 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 Warranties The Company generally provides warranties for its products. The standard warranty period is typically 12 months to 36 months . 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 warranty cost is recorded in 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 time period between the transfer of a promised good to a customer and the customer’s payment for that good is 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. 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 December 31, 2021 and December 31, 2020, contract liabilities were $ 7.3 million and $ 6.5 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 year ended December 31, 2021 is primarily due to cash payments received in advance of satisfying performance obligations and acquired contract liabilities of $ 2.0 million from current year acquisitions, partially offset by $ 5.6 million of revenue recognized during the year that was included in the contract liability balance at December 31, 2020. Disaggregated Revenue See Note 18 for the Company’s disaggregation of revenue by segment, geography and end market. 4. Business Combinations 2021 Acquisitions On August 30, 2021 , the Company acquired 100 % of the outstanding shares of ATI Industrial Automation, Inc. (“ATI”), an Apex, North Carolina-based leading supplier of intelligent end-of-arm technology solutions to OEMs for advanced industrial and surgical robots for an initial cash purchase price of $ 169.2 million, net of cash acquired and estimated working capital adjustments, and $ 44.0 million estimated fair value of contingent consideration. The contingent consideration will be payable in 2022 based on a multiple of the standalone ATI Adjusted EBITDA, as defined in the purchase and sale agreement, for the fiscal year ended December 31, 2021. The initial cash purchase price was financed with borrowings under the Company’s revolving credit facility and cash available on hand. The Company expects that the addition of ATI will complement and add intelligent technology solutions to further expand the Company’s position in mission critical robotic applications within the Precision Motion reportable segment. On August 31, 2021 , the Company acquired 100 % of the outstanding shares of Schneider Electric Motion USA, Inc. (“SEM”), a Marlborough, Connecticut-based manufacturer of integrated motion control solutions and electronic controls for automation equipment for a total purchase price of $ 114.7 million, net of cash acquired and working capital adjustments. The acquisition was financed with borrowings under the Company’s revolving credit facility. The Company expects that the addition of SEM will complement and expand the Company’s presence in life science applications and solutions for industrial automation applications within the Precision Motion reportable segment. 66 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 Allocation of Purchase Price The acquisitions of ATI and SEM have been accounted for as business combinations. The purchase price for each acquisition is allocated based upon a valuation of the fair values of assets acquired and liabilities assumed. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition dates. The fair values of intangible assets were based on valuations using an income approach, specifically the multi-period excess earnings method for customer relationships and the relief-from-royalty method for developed technologies, trademarks and trade names. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, customer attrition rates, royalty rates, discount rates, technology obsolescence curves, and EBITDA margins. The excess of the purchase price over the fair values of tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill for each acquisition. The Company’s estimates and assumptions in determining the estimated fair values of certain assets and liabilities are subject to change within the measurement period (up to one year from the acquisition date) as a result of additional information obtained with regards to facts and circumstances that existed as of the acquisition date. ATI Based upon a preliminary valuation, the total purchase price, including measurement period adjustments, for ATI was allocated as follows (in thousands): Purchase Price Allocation Cash $ 10,709 Accounts receivable 12,596 Inventories 18,151 Property, plant and equipment 4,618 Operating lease assets 11,263 Intangible assets 52,800 Goodwill 134,420 Other assets 229 Total assets acquired 244,786 Accounts payable 5,135 Current portion of operating lease liabilities 1,740 Operating lease liabilities 9,525 Other liabilities 4,452 Total liabilities assumed 20,852 Total assets acquired, net of liabilities assumed 223,934 Less: cash acquired 10,709 Less: contingent consideration 44,000 Initial purchase price, net of cash acquired $ 169,225 Subsequent to the preliminary valuation, additional information that existed as of the acquisition date became available that resulted in adjustments to certain inputs used for the determination of estimated fair value of the contingent consideration. These changes resulted in a $ 7.9 million decrease to the liability and a $ 0.4 million increase to identifiable intangible assets. Adjustments to the preliminary purchase price allocation resulted in a decrease to goodwill of $ 8.3 million. As of December 31, 2021, the working capital adjustments had not been finalized and were estimated to be a cash receipt of $ 0.8 million. The purchase price allocation is preliminary as the Company is in the process of collecting additional information for the valuation of inventories, other liabilities, contingent consideration and unrecognized tax benefits. 67 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The fair value of intangible assets for ATI is comprised of the following (dollar amounts in thousands): Weighted Average Estimated Fair Amortization Value Period Developed technologies $ 19,800 15 years Customer relationships 23,900 15 years Trademarks and trade names 5,600 15 years Backlog 3,500 1 year Total $ 52,800 The purchase price allocation resulted in $ 52.8 million of identifiable intangible assets and $ 134.4 million of goodwill. Goodwill amounting to $ 134.4 million is expected to be deductible for U.S. income tax purposes. Intangible assets are being amortized over their weighted average useful lives primarily based upon the pattern in which anticipated economic benefits from such assets are expected to be realized. The goodwill recorded represents the anticipated incremental value of future cash flows potentially attributable to: (i) ATI’s ability to grow the business with existing and new customers, including leveraging the Company’s customer base; (ii) ATI’s ability to grow the business through new product introductions; and (iii) cost improvements due to the integration of ATI’s operations into the Company’s existing infrastructure. The operating results of ATI were included in the Company’s results of operations beginning on August 31, 2021. ATI contributed revenues of $ 34.0 million and a profit before income taxes of $ 3.4 million to the Company’s operating results for the year ended December 31, 2021. ATI’s profit before income taxes for the period from the acquisition date through December 31, 2021 included amortization of inventory fair value adjustments and amortization of purchased intangible assets of $ 3.5 million. SEM Based upon a preliminary valuation, the total purchase price for SEM was allocated as follows (in thousands): Purchase Price Allocation Cash $ 3,881 Accounts receivable 4,240 Inventories 2,499 Property, plant and equipment 452 Intangible assets 54,570 Goodwill 68,291 Other assets 776 Total assets acquired 134,709 Accounts payable 1,325 Deferred tax liabilities 12,400 Other liabilities 2,420 Total liabilities assumed 16,145 Total assets acquired, net of liabilities assumed 118,564 Less: cash acquired 3,881 Total purchase price, net of cash acquired $ 114,683 The purchase price allocation is preliminary as the Company is in the process of collecting additional information for the valuation of other liabilities and unrecognized tax benefits. 68 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The fair value of intangible assets for SEM is comprised of the following (dollar amounts in thousands): Weighted Average Estimated Fair Amortization Value Period Developed technologies $ 9,110 15 years Customer relationships 41,740 20 years Trademarks and trade names 370 4 years Backlog 3,350 1 year Total $ 54,570 The purchase price allocation resulted in $ 54.6 million of identifiable intangible assets and $ 68.3 million of goodwill. As the SEM acquisition was structured as a stock acquisition for income tax purposes, the goodwill is no t expected to be deductible for income tax purposes. Intangible assets are being amortized over their weighted average useful lives primarily based upon the pattern in which anticipated economic benefits from such assets are expected to be realized. The goodwill recorded represents the anticipated incremental value of future cash flows potentially attributable to: (i) SEM’s ability to grow the business with existing and new customers, including leveraging the Company’s customer base; (ii) SEM’s ability to grow the business through new product introductions; and (iii) cost improvements due to the integration of SEM’s operations into the Company’s existing infrastructure. The operating results of SEM were included in the Company’s results of operations beginning on September 1, 2021. SEM contributed revenues of $ 9.1 million and a profit before income taxes of $ 0.3 million to the Company’s operating results for the year ended December 31, 2021. SEM’s profit before income taxes for the period from the acquisition date through December 31, 2021 included amortization of inventory fair value adjustments and amortization of purchased intangible assets of $ 1.8 million. Unaudited Pro Forma Information The pro forma information presented below includes the effects of business combination accounting resulting from the acquisitions of ATI and SEM, including amortization of inventory fair value adjustments, amortization of intangible assets, interest expense on borrowings in connection with the acquisitions, acquisition costs, and the related tax effects, assuming that the acquisitions had been consummated as of January 1, 2020. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results of operations that actually would have been achieved if the acquisitions had taken place on January 1, 2020. Year Ended December 31, 2021 2020 Revenue $ 783,011 $ 682,626 Consolidated net income $ 52,420 $ 33,376 2019 Acquisitions On July 31, 2019 , the Company acquired 100 % of the outstanding shares of ARGES GmbH (“ARGES”), a Wackersdorf, Germany-based manufacturer 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 at 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. The initial cash purchase price was financed with borrowings under the Company’s revolving credit facility. The contingent consideration would be payable annually based on actual revenue achievement against certain revenue targets from August 2019 through December 2026, with the first payment due in the first quarter of 2021. The undiscounted range of contingent consideration is zero to € 10.0 million. In 2020, the Company paid € 25.0 million to the former owner of ARGES for the deferred cash consideration and to settle working capital. The addition of ARGES complements and expands the Company’s existing portfolio of lasers and laser beam steering solutions capabilities within the Photonics reportable segment. On June 5, 2019, the Company acquired 100 % of the outstanding stock of Med X Change, Inc. (“Med X Change”), a Bradenton, Florida-based provider of medical grade, high definition and 4K video recording and documentation solutions to OEMs 69 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 in the medical market. The purchase price of $ 21.9 million, net of working capital adjustments, was financed with cash on hand and a $ 21.0 million borrowing under the Company’s revolving credit facility. The addition of Med X Change complements and broadens the range of technology capabilities within the Company’s Vision reportable segment by providing its medical OEM customers with more integrated operating room solutions. On April 16, 2019, the Company acquired 100 % of the outstanding stock of Ingenia-CAT, S.L. (“Ingenia”), a Barcelona, Spain-based provider of high-performance servo drives and control software to OEMs in the medical and advanced industrial markets, for a total purchase price of € 14.3 million ($ 16.2 million), net of working capital adjustments. The purchase price consists of € 8.5 million ($ 9.6 million) cash consideration and € 5.8 million ($ 6.6 million) estimated fair value of contingent consideration. The initial cash purchase price was financed with cash on hand and borrowings under the Company’s revolving credit facility. The contingent consideration would be payable annually based on actual revenue achievement against certain revenue targets from April 2019 through March 2022, with the first payment due in the second quarter of 2020. The undiscounted range of contingent consideration is zero to € 8.0 million. The Ingenia purchase and sale agreement required € 0.8 million ($ 0.9 million) of the purchase price to be held back by the Company for indemnification of certain representations and warranties claims by the Company until the expiration of the holdback agreement in October 2020 . The Company released the indemnification holdback in the fourth quarter of 2020. The addition of Ingenia enhances the Company’s strategic position in precision motion control industry by enabling it to offer a broader range of motion control technologies and integrated solutions. Ingenia is included in the Company’s Precision Motion reportable segment. The acquisitions of ARGES, Med X Change and Ingenia have been accounted for as business combinations. Purchase price allocation is based upon a valuation of assets acquired and liabilities assumed. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition dates. The fair values of intangible assets were based on valuation techniques with estimates and assumptions developed by management. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, customer attrition rates, royalty rates, discount rates and projected future cash flows. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. ARGES The final purchase price for ARGES was allocated 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 42,951 Other assets 2,244 Total assets acquired 95,721 Accounts payable 2,598 Deferred tax liabilities 5,510 Other liabilities 14,462 Total liabilities assumed 22,570 Total assets acquired, net of liabilities assumed 73,151 Less: cash acquired 3,159 Total purchase price, net of cash acquired 69,992 Less: contingent consideration 7,870 Less: issuance of common shares 10,900 Less: deferred cash consideration 27,664 Initial cash purchase price, net of cash acquired $ 23,558 70 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The fair value of intangible assets for ARGES is comprised of the following (dollar amounts in thousands): Weighted Average Estimated Fair Amortization Value Period Developed technologies $ 11,355 15 years Customer relationships 11,800 15 years Trademarks and trade names 1,225 10 years Backlog 333 5 months Total $ 24,713 Customer relationships and backlog for ARGES were valued using the multi-period excess earnings method. Developed technology and trademarks and trade names for ARGES were valued using the relief-from-royalty method. The purchase price allocation resulted in $ 24.7 million of identifiable intangible assets and $ 43.0 million of goodwill. As the ARGES acquisition was an acquisition of outstanding common shares, none of the resulting goodwill is deductible for income tax purposes. Intangible assets are being amortized over their weighted average useful lives primarily based upon the pattern in which anticipated economic benefits from such assets are expected to be realized. The goodwill recorded represents the anticipated incremental value of future cash flows potentially attributable to: (i) expected future benefits from advancing the Company’s photonic-based product roadmap through the addition of R&D capabilities from ARGES; (ii) ARGES’s ability to grow the business with existing and new customers, including leveraging the Company’s customer base; (iii) ARGES’s ability to grow the business through new product introductions; and (iv) cost improvements due to the integration of ARGES’s operations into the Company’s existing infrastructure. The operating results of ARGES were included in the Company’s results of operations beginning on July 31, 2019. ARGES contributed revenues of $ 4.9 million and a loss before income taxes of $ 3.5 million for the year ended December 31, 2019. Loss before income taxes for the year ended December 31, 2019 included amortization of inventory fair value adjustments and purchased intangible assets of $ 2.2 million. Med X Change and Ingenia The final purchase price allocation for Med X Change and Ingenia is as follows (in thousands): Amount Cash $ 1,000 Accounts receivable 1,739 Inventories 2,372 Property, plant and equipment 496 Intangible assets 22,376 Goodwill 13,388 Other assets 601 Total assets acquired 41,972 Accounts payable 604 Deferred tax liabilities 2,399 Other liabilities 910 Total liabilities assumed 3,913 Total assets acquired, net of liabilities assumed 38,059 Less: cash acquired 1,000 Total purchase price, net of cash acquired 37,059 Less: contingent consideration 6,569 Less: purchase price holdback 905 Net cash used for acquisition of businesses $ 29,585 71 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The fair value of intangible assets for Med X Change and Ingenia is comprised of the following (dollar amounts in thousands): Weighted Average Estimated Fair Value Amortization Med X Change Ingenia Period Developed technologies $ 1,800 $ 9,272 10 years Customer relationships 9,900 565 15 years Trademarks and trade names 300 339 9 years Backlog 200 — 7 months Total $ 12,200 $ 10,176 Customer relationships and backlog for both Med X Change and Ingenia were valued using the multi-period excess earnings method. Developed technology for Med X Change and Ingenia were valued using the relief from royalty and multi-period excess earnings methods, respectively. Trademarks and trade names for both Med X Change and Ingenia were valued using the relief-from-royalty method. The Company recorded an aggregate fair value of $ 22.4 million of identifiable intangible assets from the Med X Change and Ingenia acquisitions. Intangible assets are being amortized over their weighted average useful lives primarily based upon the pattern in which anticipated economic benefits from such assets are expected to be realized. The Company recorded $ 13.4 million of goodwill from these acquisitions. Goodwill amounting to $ 6.2 million from the Med X Change acquisition is expected to be fully deductible for income tax purposes. Goodwill amounting to $ 7.2 million from the Ingenia acquisition is not expected to be deductible for income tax purposes. The goodwill recorded represents the anticipated incremental value of future cash flows potentially attributable to: (i) the ability of Med X Change and Ingenia to grow the business with existing and new customers, including leveraging the Company’s customer base; (ii) their ability to grow the businesses through new product introductions; and (iii) cost improvements due to the integration of Med X Change and Ingenia operations into the Company’s existing infrastructure. The operating results of Med X Change and Ingenia were included in the Company’s results of operations beginning on the respective acquisition dates. These acquisitions contributed revenues of $ 7.9 million and an income before income taxes of $ 0.6 million for the year ended December 31, 2019. Income before income taxes for the year ended December 31, 2019 included amortization of inventory fair value adjustments and purchased intangible assets of $ 1.5 million. Acquisition Costs The Company recognized acquisition costs of $ 5.0 million, zero and $ 1.6 million in the years ended December 31, 2021, 2020 and 2019, respectively, related to the acquisitions that occurred during these years. These costs consisted of finders’ fees, legal, valuation and other professional or consulting fees. These amounts were included in restructuring and acquisition related costs in the consolidated statements of operations. 72 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 5. Accumulated Other Comprehensive Loss Other comprehensive income (loss) is defined as other changes in stockholders’ equity that do not represent transactions with stockholders or in the Company’s stock. Changes in accumulated other comprehensive loss were as follows (in thousands): Total Accumulated Other Cumulative Pension Comprehensive Translation Liability Income (Loss) Adjustments Adjustments Balance at December 31, 2018 $ ( 22,527 ) $ ( 12,485 ) $ ( 10,042 ) Other comprehensive income (loss) 3,428 3,267 161 Amounts reclassified from accumulated other comprehensive loss (1) 986 — 986 Balance at December 31, 2019 ( 18,113 ) ( 9,218 ) ( 8,895 ) Other comprehensive income (loss) 5,157 6,922 ( 1,765 ) Amounts reclassified from accumulated other comprehensive loss (1) 715 — 715 Balance at December 31, 2020 ( 12,241 ) ( 2,296 ) ( 9,945 ) Other comprehensive income (loss) ( 1,584 ) ( 3,457 ) 1,873 Amounts reclassified from accumulated other comprehensive loss (1) 959 — 959 Balance at December 31, 2021 $ ( 12,866 ) $ ( 5,753 ) $ ( 7,113 ) (1) The amounts reclassified from accumulated other comprehensive loss were included in other income (expense) in the consolidated statements of operations. 6. Goodwill, Intangible Assets and Impairment Charges Goodwill The following table summarizes changes in goodwill during the year ended December 31, 2021 (in thousands): December 31, 2021 Balance at beginning of year $ 285,980 Goodwill from current year acquisitions 202,711 Effect of foreign exchange rate changes ( 9,191 ) Balance at end of year $ 479,500 Goodwill by reportable segment as of December 31, 2021 was as follows (in thousands): Reportable Segment Photonics Vision Precision Motion Total Goodwill $ 214,564 $ 160,675 $ 255,490 $ 630,729 Accumulated impairment of goodwill ( 102,461 ) ( 31,722 ) ( 17,046 ) ( 151,229 ) Total $ 112,103 $ 128,953 $ 238,444 $ 479,500 Goodwill by reportable segment as of December 31, 2020 was as follows (in thousands): Reportable Segment Photonics Vision Precision Motion Total Goodwill $ 218,517 $ 165,195 $ 53,497 $ 437,209 Accumulated impairment of goodwill ( 102,461 ) ( 31,722 ) ( 17,046 ) ( 151,229 ) Total $ 116,056 $ 133,473 $ 36,451 $ 285,980 73 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 Intangible Assets Intangible assets as of December 31, 2021 and 2020, respectively, are summarized as follows (dollar amounts in thousands): December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (Years) Amortizable intangible assets: Patents and developed technologies $ 189,609 $ ( 122,130 ) $ 67,479 10.7 Customer relationships 228,656 ( 104,386 ) 124,270 15.5 Customer backlog 6,862 ( 2,254 ) 4,608 0.7 Trademarks and trade names 23,976 ( 12,371 ) 11,605 10.5 Amortizable intangible assets 449,103 ( 241,141 ) 207,962 13.3 Non-amortizable intangible assets: Trade names 13,027 — 13,027 Total $ 462,130 $ ( 241,141 ) $ 220,989 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (Years) Amortizable intangible assets: Patents and developed technologies $ 164,430 $ ( 110,572 ) $ 53,858 8.8 Customer relationships 167,429 ( 92,892 ) 74,537 10.9 Trademarks and trade names 18,367 ( 11,268 ) 7,099 7.8 Amortizable intangible assets 350,226 ( 214,732 ) 135,494 9.9 Non-amortizable intangible assets: Trade names 13,027 — 13,027 Total $ 363,253 $ ( 214,732 ) $ 148,521 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): Year Ended December 31, 2021 2020 2019 Amortization expense – cost of revenue $ 13,288 $ 11,123 $ 10,588 Amortization expense – operating expenses 16,577 13,970 15,857 Total amortization expense $ 29,865 $ 25,093 $ 26,445 Estimated future amortization expense for each of the five succeeding years and thereafter is as follows (in thousands): Year Ending December 31, Cost of Revenue Operating Expenses Total 2022 $ 13,749 $ 27,071 $ 40,820 2023 12,451 20,935 33,386 2024 10,100 17,575 27,675 2025 8,529 14,867 23,396 2026 7,108 12,659 19,767 Thereafter 15,542 47,376 62,918 Total $ 67,479 $ 140,483 $ 207,962 74 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 Impairment Charges The Company did no t have any goodwill or indefinite-lived intangible asset impairment charges during 2021, 2020 or 2019. 7. Fair Value Measurements ASC 820, “Fair Value Measurement,” 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 equivalents, 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. Contingent Considerations On August 30, 2021, the Company acquired ATI. Under the purchase and sale agreement for the ATI acquisition, the former shareholders of ATI are eligible to receive contingent consideration based on ATI’s fiscal year 2021 Adjusted EBITDA, as defined in the purchase and sale agreement. The contingent consideration will be payable in 2022. The preliminary fair value of the contingent consideration was determined based on the Monte Carlo valuation method and was recorded as part of the purchase price as of the acquisition date. Once the fair value of the contingent consideration is finalized, subsequent changes in the estimated fair value are recorded in the consolidated statement of operations in restructuring, acquisition, and related costs until the liability is fully settled. The fair value of the contingent consideration was $ 44.0 million. 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 ($ 11.1 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. During 2020, the fair value of the contingent consideration was adjusted to € 4.1 million ($ 5.1 million). In March 2021, the Company made the first installment payment of € 0.4 million ($ 0.4 million), which is included in cash flows from financing activities in the consolidated statement of cash flows for the year ended December 31, 2021. During 2021, the fair value of the contingent consideration was adjusted to € 3.3 million ($ 3.8 million). There were no other changes in the fair value of the contingent consideration during the year ended December 31, 2021. On April 16, 2019, the Company acquired 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 ($ 9.0 million). If the revenue targets are achieved, the contingent consideration would be payable in cash in three annual 75 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 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. The Company made the first installment payment of € 1.0 million ($ 1.1 million) in May 2020 and the second installment payment of € 1.2 million ($ 1.4 million) in May 2021. These installment payments are reported as cash outflows from financing activities in the consolidated statement of cash flows for the respective periods. During 2020 , the fair value of the contingent consideration was adjusted to € 2.3 million ($ 2.9 million). During 2021, the fair value of the contingent consideration was adjusted to € 1.5 million ($ 1.7 million). 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 assets acquired and amortized over the remaining useful life of the underlying assets. The Company made the first installment payment of € 2.4 million ($ 2.6 million) in February 2020 and the second installment payment of € 1.8 million ($ 2.2 million) in February 2021. These installment payments are reported as cash flows from investing activities in the consolidated statement of cash flows for the respective periods. As of December 31, 2021, the Company recorded a current liability of € 1.2 million ($ 1.4 million) for the third and last installment payment, which is expected to be paid in March 2022. 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, 2021 (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 $ 1,711 $ 1,711 $ — $ — Prepaid expenses and other current assets: Foreign currency forward contracts 137 — 137 — $ 1,848 $ 1,711 $ 137 $ — Liabilities Accrued expenses and other current liabilities: Contingent considerations - Current $ 47,522 $ — $ — $ 47,522 Foreign currency forward contracts 160 — 160 — Other liabilities: Contingent considerations - Long-term 3,402 — — 3,402 $ 51,084 $ — $ 160 $ 50,924 76 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 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, 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 $ 11,047 $ 11,047 $ — $ — Prepaid expenses and other current assets: Foreign currency forward contracts 27 — 27 — $ 11,074 $ 11,047 $ 27 $ — Liabilities Accrued expenses and other current liabilities: Contingent considerations - Current $ 4,280 $ — $ — $ 4,280 Foreign currency forward contracts — — — — Other liabilities: Contingent considerations - Long-term 7,276 — — 7,276 $ 11,556 $ — $ — $ 11,556 During the years ended December 31, 2021 and 2020, there were no transfers between fair value levels. Changes in the fair value of Level 3 contingent considerations for the year ended December 31, 2021 were as follows (in thousands): Contingent Considerations Balance at December 31, 2020 $ 11,556 Acquisition of ATI 44,000 Fair value adjustments ( 99 ) Payments ( 4,036 ) Effect of foreign exchange rates ( 497 ) Balance at December 31, 2021 $ 50,924 77 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The following table provides qualitative information associated with the fair value measurement of the Company’s Level 3 liabilities: Liability December 31, 2021 Fair Value (in thousands) Valuation Technique Unobservable Inputs Percentage Applied Contingent consideration (ATI) $ 44,000 Monte Carlo method Historical and projected Adjusted EBITDA for the full year 2021 N/A EBITDA risk premium 7.2 % EBITDA volatility 27.0 % Credit spread 2.1 % Contingent consideration (ARGES) $ 3,789 Monte Carlo method Historical and projected revenues from July 2019 through December 2026 N/A Revenue volatility 14.0 % Cost of debt 3.0 % Discount rate 1.9 % Contingent consideration (Ingenia) $ 1,736 Monte Carlo method Historical and projected revenues from April 2019 through March 2022 N/A Revenue volatility 38.5 % Cost of debt 3.1 % Discount rate 9.6 % Contingent consideration (Other) $ 1,399 Discounted cash flow method Historical and projected revenues for fiscal years 2018 to 2021 N/A Discount rate 22.8 % See Note 11 for a discussion of the estimated fair value of the Company’s outstanding debt and Note 14 for a discussion of the estimated fair value of the Company’s pension plan assets. 8. 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 exposure 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 December 31, 2021, the notional amount and fair value of the Company’s foreign currency forward contracts was $ 50.0 million and a net loss of less than $ 0.1 million, respectively. As of December 31, 2020, the notional amount and fair value of the Company’s foreign currency forward contracts was $ 28.5 million and a net gain of less than $ 0.1 million, respectively. For the years ended December 31, 2021, 2020 and 2019, the Company recognized aggregate net gains of $ 1.3 million, $ 1.3 million and $ 0.8 million, respectively, from the settlement of foreign currency forward contracts, which were included in foreign exchange transaction gains (losses) in the consolidated statements of operations. 9. 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 year. 78 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 For diluted earnings per common share, the denominator includes the dilutive effect s of outstanding restricted stock units and stock options, determined using the treasury stock method . The dilutive effects of market-based contingently issuable shares are included in the weighted average dilutive 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 . The d ilutive effects of attainment-based contingently issuable shares granted to the former Laser Quantum Limited noncontrolling interest shareholders and non-GAAP EPS performance-based restricted stock units and cumulative operating cash flow performance-based restricted stock units granted to certain members of the executive management team are included in the weighted average dilutive share calculation only 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 (in thousands, except per share amounts): Year Ended December 31, 2021 (1) 2020 (2) 2019 (3) Numerators: Consolidated net income $ 50,331 $ 44,521 $ 40,773 Denominators: Weighted average common shares outstanding— basic 35,396 35,144 35,030 Dilutive potential common shares 385 510 516 Weighted average common shares outstanding— diluted 35,781 35,654 35,546 Antidilutive potential common shares excluded from above 13 13 41 Earnings per Common Share: Basic $ 1.42 $ 1.27 $ 1.16 Diluted $ 1.41 $ 1.25 $ 1.15 (1) For the year ended December 31, 2021, 45 shares of non-GAAP EPS performance-based restricted stock units and 37 shares of operating cash flow performance-based restricted stock units granted to certain members of the executive management team and 213 shares of restricted stock issued to Laser Quantum former 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 December 31, 2021. (2) For the year ended December 31, 2020, 45 shares of non-GAAP EPS performance-based restricted stock units granted to certain members of the executive management team and 213 shares of restricted stock issued to Laser Quantum former non-controlling interest shareholders were considered contingently issuable shares and were excluded from the calculation of the denominator as the contingent conditions had not been met as of December 31, 2020. (3) For the year ended December 31, 2019, 46 shares of non-GAAP EPS performance-based restricted stock units granted to certain members of the executive management team and 213 shares of restricted stock issued to Laser Quantum former non-controlling interest shareholders were considered contingently issuable shares and were excluded from the calculation of the denominator as the contingent conditions had not been met as of December 31, 2019. 79 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 10. Supplementary Balance Sheet Information The following tables provide the details of selected balance sheet items as of the dates indicated (in thousands): Inventories December 31, 2021 2020 Raw materials $ 84,038 $ 55,657 Work-in-process 20,600 15,487 Finished goods 19,486 20,234 Demo and consigned inventory 1,533 1,359 Total inventories $ 125,657 $ 92,737 Property, Plant and Equipment, Net December 31, 2021 2020 Cost: Land, buildings and improvements $ 78,906 $ 71,341 Machinery and equipment 98,687 93,494 Total cost 177,593 164,835 Accumulated depreciation ( 90,154 ) ( 86,159 ) Property, plant and equipment, net $ 87,439 $ 78,676 The following table summarizes depreciation expense on property, plant and equipment, including demo units and assets under finance leases (in thousands): Year Ended December 31, 2021 2020 2019 Depreciation expense $ 13,529 $ 13,200 $ 11,835 Accrued Expenses and Other Current Liabilities The following table summarizes accrued expenses and other current liabilities as of the dates indicated (in thousands): December 31, 2021 2020 Accrued compensation and benefits $ 24,725 $ 12,510 Accrued contingent considerations and earn-outs 47,522 10,796 Finance lease obligations 599 9,720 Contract liabilities, current portion 6,995 6,173 Accrued warranty 4,783 4,919 Other 13,855 9,662 Total $ 98,479 $ 53,780 80 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 Accrued Warranty The following table summarizes changes in accrued warranty for the periods indicated (in thousands): Year Ended December 31, 2021 2020 2019 Balance at beginning of year $ 4,919 $ 5,756 $ 4,510 Provision charged to cost of revenue 1,410 1,838 2,360 Warranty liabilities acquired from acquisitions 874 — 142 Use of provision ( 2,326 ) ( 2,805 ) ( 1,282 ) Foreign currency exchange rate changes ( 94 ) 130 26 Balance at end of year $ 4,783 $ 4,919 $ 5,756 Other Long Term Liabilities The following table summarizes other long term liabilities as of the dates indicated (in thousands): December 31, 2021 2020 Finance lease obligations $ 5,309 $ 5,908 Accrued pension liabilities — 1,511 Accrued contingent considerations and earn-outs 3,402 7,276 Other 927 2,471 Total $ 9,638 $ 17,166 11. Debt Debt consisted of the following (in thousands): December 31, 2021 2020 Senior Credit Facilities – term loan $ 5,126 $ 5,545 Less: unamortized debt issuance costs ( 29 ) ( 37 ) Total current portion of long-term debt 5,097 5,508 Senior Credit Facilities – term loan 86,879 99,534 Senior Credit Facilities – revolving credit facility 346,579 99,761 Less: unamortized debt issuance costs ( 4,097 ) ( 4,368 ) Total long-term debt 429,361 194,927 Total Senior Credit Facilities $ 434,458 $ 200,435 Senior Credit Facilities On December 31, 2019, the Company entered into an amended and restated credit agreement (as amended, the “Third Amended and Restated Credit Agreement”) with existing lenders for an aggregate credit facility of $ 450.0 million, originally 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 . The Third Amended and Restated Credit Agreement amended and restated the Second Amended and Restated Credit Agreement dated as of May 19, 2016. 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. 81 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 On October 5, 2021, the Company entered into an amendment (the “Fourth Amendment”) to the Third Amended and Restated Credit Agreement to exercise the accordion option. The Fourth Amendment increased the revolving credit facility commitment under the Third Amended and Restated Credit Agreement by $ 200.0 million, from $ 495.0 million to $ 695.0 million, and reset the uncommitted accordion feature to $ 200.0 million for potential future expansion. The borrowings outstanding under the Senior Credit Facilities bear interest at rates based on (a) the Base Rate, as defined in the Third Amended and Restated Credit Agreement, plus a margin ranging between 0.25 % to 1.25 % per annum, determined by reference to the Company’s consolidated leverage ratio, or (b) the Eurocurrency Rate, as defined in the Third Amended and Restated Credit Agreement, plus a margin ranging between 1.25 % and 2.25 % per annum, determined by reference to the Company’s consolidated leverage ratio. In addition, the Company is obligated to pay a commitment fee on the unused portion of the revolving credit facility, ranging between 0.20 % and 0.40 % per annum, determined by reference to the Company’s consolidated leverage ratio. The Third Amended and Restated Credit Agreement contains various customary representations, warranties and covenants applicable to the Company and its subsidiaries, including, among others: (i) limitations on restricted payments, including dividend payments and stock repurchases, provided that the Company and its subsidiaries may repurchase their equity interests so long as, immediately after giving effect to the repurchase, the Company’s consolidated leverage ratio is no more than 3.25 :1.00, with a step up to 3.75 :1.00 for four consecutive quarters following an acquisition with an aggregate consideration greater than or equal to $50.0 million, and the satisfaction of other customary conditions; (ii) limitations on fundamental changes involving the Company and its subsidiaries; (iii) limitations on the disposition of assets; and (iv) limitations on indebtedness, investments, and liens. The Third Amended and Restated Credit Agreement also requires the Company to satisfy certain financial covenants, such as maintaining a minimum consolidated fixed charge coverage ratio of 1.50 :1.00 and a maximum consolidated leverage ratio of 3.50 :1.00. The maximum consolidated leverage ratio will increase to 4.00 :1.00 for four consecutive quarters following an acquisition with an aggregate consideration greater than or equal to $ 50.0 million . As of December 31, 2021, the outstanding principal under the Company’s term loan facility is scheduled to be repaid as follows (in thousands): Principal Amount 2022 $ 5,126 2023 5,126 2024 81,753 Total debt repayments $ 92,005 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 anytime through December 2024 . The Company may be required to prepay outstanding loans under the Third Amended and Restated Credit Agreement with the net proceeds of certain asset dispositions and incurrences of certain debt. At the election of the Company, and so long as no default shall have occurred, the Company may reinvest all, or any portion, of the net proceeds from such asset dispositions or incurrences of debt within a year. As of December 31, 2021, the Company had $ 348.4 million available to be drawn under the revolving credit facility. Excluding commitment fees, the weighted average interest rate for the Senior Credit Facilities was approximately 2.33 % as of December 31, 2021. The commitment fee rate for the unused commitments under the revolving credit facility was approximately 0.40 % as of December 31, 2021. Guarantees The Senior Credit Facilities is guaranteed by Novanta Inc., Novanta Corporation, NDS Surgical Imaging LLC, Med X Change, Inc., Novanta Medical Technologies Corp., W.O.M. World of Medicine USA, Inc., Novanta Europe GmbH, Novanta UK Investments Holding Limited and Novanta Technologies UK Limited (collectively, “Guarantors”). Each Guarantor, jointly and severally, unconditionally guarantees the due and punctual payment of the principal, interest and fees under the Senior Credit Facilities, when due and payable, whether at maturity, by required prepayment, by acceleration or otherwise. In addition, Guarantors guarantee the due and punctual payment, fees and interest on the overdue principal of the Senior Credit Facilities and the due and punctual performance of all obligations of the Company in accordance with the terms of the Third Amended and Restated Credit 82 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 Agreement. Furthermore, each Guarantor, jointly and severally, unconditionally guarantees that in the event of any extension, renewal, amendment, refinancing or modification of any of the Senior Credit Facilities, amounts due will be promptly paid in full when due in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. The obligations of each Guarantor are limited to the maximum amount, after giving effect to all other contingent and fixed liabilities or any collections from, or payments made by or on behalf of, any other Guarantor. Each Guarantor that makes a payment or distribution under a Guarantee is entitled to a contribution from each other Guarantor of its pro rata share based on the adjusted net assets of each Guarantor. If at any time any payment of any of the obligations of the Guarantors is rescinded or must otherwise be returned upon the insolvency, bankruptcy or reorganization of the Company, a Guarantor or otherwise, the Guarantees will continue to be effective or be reinstated, as the case may be, as though such payment had not been made. Each Guarantor may be released from its obligations under its respective Guarantee and its obligations under the Third Amended and Restated Credit Agreement upon the occurrence of certain events, including, but not limited to: (i) the Guarantor ceasing to be a subsidiary; or (ii) payment in full of the principal and accrued and unpaid interest on the Senior Credit Facilities and all other obligations. The maximum potential amount of future payments that the Guarantors could be required to make under the Guarantee is the principal amount of the Senior Credit Facilities plus all accrued and unpaid interest thereon. However, as of December 31, 2021, the Guarantors were not expected to be required to perform under the Guarantee. 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. The Third Amended and Restated Credit Agreement also contains customary events of default. Deferred Financing Costs In connection with the execution of the Third Amended and Restated Credit Agreement, the First Amendment, and the Fourth Amendment, the Company capitalized an additional $ 5.2 million of deferred financing costs. The Company allocated these costs between the term loan and the revolving credit facility based on the maximum borrowing capacity and amortizes the costs on a straight-line basis over the term of the Senior Credit Facilities. Previously unamortized deferred financing costs will continue to be amortized. Non-cash interest expense related to the amortization of the deferred financing costs was $ 1.2 million, $ 1.0 million and $ 1.1 million in 2021, 2020 and 2019, respectively. Unamortized deferred financing costs are presented as a reduction to the debt balances on the consolidated balance sheets. Fair Value of Debt As of December 31, 2021 and 2020, the outstanding balance of the Company’s debt approximated its fair value based on current rates available to the Company for debt of the same maturities. The fair value of the Company’s debt is classified as Level 2 under the fair value hierarchy. 12. Leases Most leases held by the Company expire between 2022 and 2036 . 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 option 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 life of right-of-use assets and leasehold improvements is limited to the expected lease terms . 83 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The following table summarizes the components of lease costs included in the statements of operations for the periods indicated (in thousands): Year Ended December 31, 2021 2020 2019 Operating lease cost $ 8,533 $ 7,693 $ 7,638 Finance lease cost Amortization of right-of-use assets 602 989 831 Interest on lease liabilities 340 432 430 Variable lease cost 1,074 1,336 1,329 Total lease cost $ 10,549 $ 10,450 $ 10,228 The following table provides the details of balance sheet information related to leases as of the dates indicated (in thousands, except lease term and discount rate): December 31, 2021 2020 Operating leases: Operating lease right-of-use assets $ 48,338 $ 34,444 Current portion of operating lease liabilities $ 7,334 $ 6,188 Operating lease liabilities 45,700 32,802 Total operating lease liabilities $ 53,034 $ 38,990 Finance leases: Property, plant and equipment, gross $ 9,582 $ 19,819 Accumulated depreciation ( 5,068 ) ( 4,934 ) Finance lease assets included in property, plant and equipment, net $ 4,514 $ 14,885 Accrued expenses and other current liabilities $ 599 $ 9,720 Other liabilities 5,309 5,908 Total finance lease liabilities $ 5,908 $ 15,628 Weighted-average remaining lease term (in years): Operating leases 9.0 9.3 Finance leases 7.5 3.5 Weighted-average discount rate: Operating leases 4.72 % 5.50 % Finance leases 5.54 % 3.00 % 84 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The following table provides the details of cash flow information related to leases for the periods indicated (in thousands): Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in lease liabilities: Operating cash flows from finance leases $ 340 $ 432 $ 430 Operating cash flows from operating leases $ 7,818 $ 6,760 $ 7,768 Financing cash flows from finance leases $ 9,310 $ 1,321 $ 868 Supplemental non-cash information: Right-of-use assets obtained in exchange for new operating lease liabilities $ 22,574 $ 4,290 $ 7,723 Right-of-use assets obtained in exchange for new finance lease liabilities $ - $ - $ 9,209 During the year ended December 31, 2021, the Company paid $ 8.7 million upon the exercise of an option to purchase a building under a finance lease agreement in Germany. The cash payment is presented as a cash outflow from financing activities in the consolidated statement of cash flows. Future minimum lease payments under operating and finance leases expiring subsequent to December 31, 2021, 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 2022 $ 9,152 $ 907 2023 8,419 930 2024 7,711 954 2025 7,673 954 2026 6,585 979 Thereafter 27,577 2,508 Total minimum lease payments 67,117 7,232 Less: interest ( 14,083 ) ( 1,324 ) Present value of lease liabilities $ 53,034 $ 5,908 13. Stockholders’ Equity and Share-Based Compensation Preferred Shares In May 2021, the Company’s shareholders approved a special resolution to amend the Company’s articles to authorize up to 7.0 million preferred shares for future issuance. The Company’s Board of Directors is authorized to designate and issue one or more series of preferred shares, fix the rights, preferences and designation, as deemed necessary or advisable, relating to the preferred shares, provided that no shares of any series may be entitled to more than one vote per share . As of December 31, 2021, no preferred shares had been issued and outstanding. Common Shares The Company has an unlimited number of non-par value common shares authorized for issuance. Holders of common shares are entitled to one vote per share. Holders of common shares are entitled to receive dividends, if and when declared by the Board of Directors, and to share ratably in the Company’s assets legally available for distribution to shareholders in the event of liquidation. Holders of common shares have no redemption or conversion rights. Common Share Repurchases The Company’s Board of Directors may approve share repurchase plans from time to time. Under these repurchase plans, shares may be repurchased at the Company’s discretion based on ongoing assessment of the capital needs of the business, market prices of the Company’s common shares, and general market conditions. Shares may also be repurchased through an accelerated 85 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 share purchase agreement, on the open market or in privately negotiated transactions in accordance with applicable federal securities laws. Repurchases may be made under certain SEC regulations, which would permit common shares to be repurchased when the Company would otherwise be prohibited from doing so under insider trading laws. While the share repurchase plans are generally intended to offset dilution from equity awards granted to the Company’s employees and directors, the plans do not obligate the Company to acquire any particular amount of common shares. No time limit is typically set for the completion of the share repurchase plans, and the plans may be suspended or discontinued at any time. The Company expects to fund share repurchases through cash on hand and cash generated from operations. 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 common shares. Share repurchases have been made under the 2018 Repurchase Plan pursuant to Rule 10b-18 under the Securities Exchange Act of 1934. During 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. During 2019, the Company repurchased 119 thousand shares for an aggregate purchase price of $ 10.0 million at an average price of $ 83.71 per share under the 2018 Repurchase Plan. The Company had $ 9.5 million available for share repurchases under the 2018 Repurchase Plan as of December 31, 2021. 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 common shares, effective after the completion of the 2018 Repurchase Plan. No shares have been repurchased under the 2020 Repurchase Plan to date. As of December 31, 2021, the Company had $ 59.5 million available under the 2018 and 2020 share repurchase plans for future share repurchases. 2010 Incentive Award Plan In November 2010, the Company’s shareholders approved the 2010 Incentive Award Plan under which the Company may grant share-based compensation awards to employees, consultants and directors. In May 2021, the Company’s shareholders approved an amended and restated 2010 Incentive Award Plan (as amended, the “Amended and Restated 2010 Incentive Plan”). The maximum number of shares which can be issued pursuant to the Amended and Restated 2010 Incentive Plan is 6,148,613 , subject to adjustment as set forth in the Amended and Restated 2010 Incentive Plan. The Amended and Restated 2010 Incentive Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, deferred stock, deferred stock units, dividend equivalents, performance awards and stock payments (collectively referred to as “Awards”). The Amended and Restated 2010 Incentive Plan provides for specific limits on the number of shares with respect to Awards that may be granted to any person during any calendar year and the amount of cash that can be paid with respect to Awards to any one person during any calendar year. The Amended and Restated 2010 Incentive Plan will expire and no further Awards may be granted after May 13, 2031 . As of December 31, 2021, there were 2,242,880 shares available for future awards under the Amended and Restated 2010 Incentive Plan. Shares subject to Awards that have expired, forfeited or settled in cash, or repurchased by the Company at the same price paid by the awardee may be added back to the number of shares available for grant under the Amended and Restated 2010 Incentive Plan and may be granted as new Awards. Notwithstanding the foregoing, the following shares will not be added back to the number of shares available for grant: (a) shares that are used to pay the exercise price for an option, (b) shares tendered or withheld to pay taxes with respect to any Award (other than options and stock appreciation rights) to the extent they exceed the number of shares with a fair market value equal to the tax liability based on minimum withholding rates, (c) shares tendered or withheld to pay taxes with respect to options and stock appreciation rights, (d) shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right on exercise thereof, and (e) shares purchased on the open market with the cash proceeds from the exercise of options. Shares issued to satisfy Awards under the Amended and Restated 2010 Incentive Plan may be previously authorized but unissued shares, treasury shares or shares repurchased on the open market. 86 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 Share-Based Compensation Expense The table below summarizes share-based compensation expense recorded in operating income (in thousands): Year Ended December 31, 2021 2020 2019 Selling, general and administrative $ 17,255 $ 14,550 $ 8,361 Research and development and engineering 2,294 3,301 497 Cost of revenue 3,008 4,684 482 Restructuring and acquisition related costs 3,049 584 — Total share-based compensation expense $ 25,606 $ 23,119 $ 9,340 The expense recorded during each of the three years ended December 31, 2021, 2020 and 2019 included $ 1.1 million, $ 1.0 million and $ 0.9 million, respectively, related to restricted stock units and deferred stock units granted to the members of the Company’s Board of Directors. As of December 31, 2021, the Company’s outstanding equity awards for which compensation expense will be recognized in the future consisted of time-based restricted stock units and performance stock units granted under the Amended and Restated 2010 Incentive Plan. The Company expects to record an aggregate share-based compensation expense of $ 31.4 million, net of estimated forfeitures, over a weighted average period of 1.05 years subsequent to December 31, 2021, for all outstanding equity awards as of December 31, 2021. Restricted Stock Units and Deferred Stock Units The Company’s restricted stock units (“RSUs”) have generally been issued to employees 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 actual experience. Deferred stock units (“DSUs”) are granted to the members of the Company’s Board of Directors. The compensation expense associated with the DSUs is recognized in full on the respective date of grant, as DSUs are fully vested and non-forfeitable upon grant. There were 91 thousand and 162 thousand DSUs outstanding as of December 31, 2021 and December 31, 2020, respectively, which were included in the calculation of weighted average basic shares outstanding for the respective periods. The table below summarizes activities during 2021 relating to restricted and deferred stock units issued and outstanding under the Amended and Restated 2010 Incentive Plan: Restricted and Deferred Stock Units (In thousands) Weighted Average Grant Date Fair Value Weighted Average Remaining Vesting Period (In years) Aggregate Intrinsic Value (1) (In thousands) Unvested at December 31, 2020 625 $ 58.79 Granted 176 $ 137.90 Vested ( 487 ) $ 51.38 Forfeited ( 22 ) $ 104.98 Unvested at December 31, 2021 292 $ 115.42 0.95 years $ 51,442 Expected to vest as of December 31, 2021 277 $ 115.17 0.95 years $ 48,822 (1) The aggregate intrinsic value is calculated based on the fair value of $ 176.33 per share of the Company’s common stock on December 31, 2021 due to the fact that the restricted stock units carry a $ 0 purchase price. The total fair value of restricted stock units and deferred stock units that vested in 2021, based on the market price of the underlying shares on the day of vesting, was $ 68.5 million. 87 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 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 a 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 the three-year performance period against the target 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 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 common 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 stock compared to the Russell 2000 Index over the 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. In February 2021, the Company granted operating cash flow performance-based restricted stock units (“OCF-PSUs”) to certain members of the executive management team. Upon completion of the requisite service periods, the OCF-PSUs will vest in two tranches if the Company achieves the cumulative operating cash flow performance target for fiscal years 2021 through 2023 as approved by the Company’s Compensation Committee as of the date of grant. The first fifty percent of the OCF-PSU grant will vest at the end of the four-year service period from the date of grant and the remaining fifty percent of the OCF-PSU grant will vest at the end of the five-year service period from the date of grant. The Company recognizes compensation expense ratably over the requisite service period based on the expectation that 100 percent of the OCF-PSUs are deemed probable of vesting. 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. 88 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The table below summarizes activities during 2021 relating to performance-based stock awards issued and outstanding under the Company’s Amended and Restated 2010 Incentive Plan: Performance Stock Units (1) (In thousands) Weighted Average Grant Date Fair Value Weighted Average Remaining Vesting Period (In years) Aggregate Intrinsic Value (2) (In thousands) Unvested at December 31, 2020 142 $ 88.99 Granted 67 $ 150.89 Performance adjustment (3) 28 $ 67.72 Vested ( 75 ) $ 64.25 Forfeited — $ — Unvested at December 31, 2021 162 $ 122.26 1.55 years $ 28,461 Expected to vest as of December 31, 2021 197 $ 130.33 1.55 years $ 34,749 (1) The unvested PSUs are shown in this table at target. The number of shares vested reflects the number of shares earned and issued during the year. As of December 31, 2021, the maximum number of PSUs available to be earned was approximately 286 thousand. (2) The aggregate intrinsic value is calculated based on the fair value of $ 176.33 per share of the Company’s common stock on December 31, 2021 due to the fact that the performance stock units carry a $ 0 purchase price. (3) The amount shown represents performance adjustments for performance-based awards granted on February 22, 2018. These awards vested at 160 % of target number of shares during 2021 based on the achievement of cumulative Non-GAAP EPS and applicable relative TSR performance conditions during the performance period of fiscal years 2018 through 2020. The total fair value of PSUs that vested in 2021, based on the market price of the underlying shares on the date of vesting, was $ 9.3 million. The fair value of the TSR-PSUs at the date of grant was estimated using the Monte-Carlo valuation model with the following assumptions: Year Ended December 31, 2021 Grant-date stock price $ 138.23 Expected volatility 42.44 % Risk-free interest rate 0.22 % Expected annual dividend yield — Weighted average fair value $ 166.64 Stock Options On March 30, 2016, the Company granted 193 thousand stock options to certain members of the executive management team to purchase common shares of the Company at a price equal to the closing market price of the Company’s common shares on the date of grant. The stock options vested ratably on the anniversary date of the grant date over a three-year period and expire on the tenth anniversary of the grant date. The fair value of these stock options was estimated using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options included the expected option term, the expected volatility of the Company’s common stock over the expected term of the options, the risk-free interest rate, and the expected dividend yield. The Company recognized the compensation expense of stock options on a straight-line basis in the consolidated statement of operations over the vesting period. No stock options were granted during 2021. 89 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The following table shows stock options that were outstanding and exercisable as of December 31, 2021 and the related weighted average exercise price, weighted average remaining contractual term and aggregate intrinsic value: Number of Shares (In thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In years) Aggregate Intrinsic Value (1) (In thousands) Stock options outstanding 60 $ 14.13 4.25 $ 9,753 Stock options exercisable 60 $ 14.13 4.25 $ 9,753 (1) The aggregate intrinsic value is calculated as the difference between the closing market price of $ 176.33 per share of the Company’s common stock on December 31, 2021 and the exercise price of the stock options. 14. Employee Benefit Plans Defined Contribution Plans The Company has defined contribution employee retirement savings plans in the U.S., the U.K. and Japan. The Company matches the contributions of participating employees on the basis of percentages specified in each plan. The Company’s matching contributions to the plans were $ 4.4 million, $ 4.2 million and $ 4.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. Defined Benefit Plan The Company maintains a frozen defined benefit pension plan in the U.K. (the “U.K. Plan”). The U.K. Plan was closed to new membership in 1997 and stopped accruing additional pension benefits for existing members in 2003. Benefits under the U.K. Plan were based on the participants’ years of service and compensation as of the date the plan was frozen in 2003, adjusted for inflation. The Company continues to fund the plan in accordance with the pension regulations in the U.K. The net periodic pension cost is included in other income (expense) in the consolidated statements of operations and consisted of the following components (in thousands): Year Ended December 31, 2021 2020 2019 Components of the net periodic pension cost: Interest cost $ 554 $ 736 $ 971 Expected return on plan assets ( 1,120 ) ( 1,340 ) ( 1,671 ) Amortization of actuarial losses 928 686 957 Amortization of prior service cost 31 29 29 Net periodic pension cost $ 393 $ 111 $ 286 The actuarial assumptions used to compute the net periodic pension cost for the years ended December 31, 2021, 2020 and 2019, respectively, were as follows: Year Ended December 31, 2021 2020 2019 Weighted-average discount rate 1.2 % 1.9 % 2.7 % Weighted-average long-term rate of return on plan assets 2.5 % 3.6 % 5.1 % The actuarial assumptions used to compute the benefit obligations as of December 31, 2021 and 2020, respectively, were as follows: December 31, 2021 2020 Weighted-average discount rate 1.8 % 1.2 % Rate of inflation 3.2 % 2.6 % 90 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The discount rates used are derived from (AA) corporate bonds that have maturities approximating the terms of the pension obligations under the U.K. Plan. In estimating the expected return on plan assets, the Company considered the historical performance of the major asset classes held by the U.K. Plan and current forecasts of future rates of return for these asset classes. The following table provides a reconciliation of benefit obligations and plan assets of the U.K. Plan (in thousands): December 31, 2021 2020 Change in benefit obligation: Projected benefit obligation at beginning of year $ 47,200 $ 40,456 Interest cost 554 736 Actuarial (gains) losses (1) ( 3,303 ) 5,410 Benefits paid ( 2,679 ) ( 1,111 ) Prior service cost 36 — Foreign currency exchange rate changes ( 410 ) 1,709 Projected benefit obligation at end of year $ 41,398 $ 47,200 Accumulated benefit obligation at end of year $ 41,398 $ 47,200 Change in plan assets: Fair value of plan assets at beginning of year $ 45,689 $ 38,983 Actual return on plan assets 592 5,170 Employer contributions 1,055 988 Benefits paid ( 2,679 ) ( 1,111 ) Foreign currency exchange rate changes ( 470 ) 1,659 Fair value of plan assets at end of year $ 44,187 $ 45,689 Funded status at end of year $ 2,789 $ ( 1,511 ) Amounts included in accumulated other comprehensive loss not yet recognized in net periodic pension cost: Net actuarial losses at beginning of year $ ( 10,958 ) $ ( 9,706 ) Net actuarial gains (losses) during the year 2,775 ( 1,580 ) Prior service cost arising during the year ( 36 ) - Amounts reclassified from accumulated other comprehensive income to income before income taxes 959 715 Foreign currency exchange rate changes 54 ( 387 ) Net actuarial losses $ ( 7,206 ) $ ( 10,958 ) (1) Actuarial (gains)/losses in the U.K. Plan for the years ended December 31, 2021 and 2020, respectively, primarily resulted from changes in the discount rate assumptions. The funded status of the U.K. Plan was included in other long term assets on the accompanying consolidated balance sheet as of December 31, 2021 and in other long term liabilities as of December 31, 2020. The following table reflects the total expected benefit payments to plan participants for each of the next five years and the following five years in aggregate and have been estimated based on the same assumptions used to measure the Company’s benefit obligations as of December 31, 2021 (in thousands): Amount 2022 $ 1,090 2023 1,198 2024 1,567 2025 1,447 2026 1,677 2027-2031 9,765 Total $ 16,744 91 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 In the U.K., funding valuations are conducted every three years in order to determine the future level of contributions. Based on the results of the most recent valuation, the Company’s annual contributions will be approximately $ 1.1 million in 2022 and will increase by 2.9 % per year thereafter. Fair Value of Plan Assets The trustee of the U.K. Plan has the fiduciary responsibilities to manage the plan assets in consultation with the Company. The overall objective is to invest plan assets in a portfolio of diversified assets, primarily through the use of institutional collective funds, to achieve balanced growth through a combination of investments in equities for long-term growth and investments in debt instruments that match a portion of the expected future benefit payments and to maintain adequate liquidity to make pension payments to pensioners. The following table summarizes the fair values of Plan assets by asset category as of December 31, 2021 (in thousands): Asset Category Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Not Subject to Leveling Mutual Funds: Balanced (1) $ 30,774 $ — $ — $ — $ 30,774 Fixed income (2) 13,250 — — — 13,250 Cash 163 163 — — — Total $ 44,187 $ 163 $ — $ — $ 44,024 (1) This class comprises a diversified portfolio of global investments which seeks a balanced return between capital growth and fixed income and is allocated on a weighted average basis as follows: equities ( 35 %), bonds ( 39 %), other assets ( 21 %) and cash ( 5 %). (2) This class comprises a diversified portfolio of global investments which seeks fixed income growth and is allocated on a weighted average basis as follows: bonds ( 88 %), other assets ( 6 %), and cash ( 6 )%. The following table summarizes the fair values of Plan assets by asset category as of December 31, 2020 (in thousands): Asset Category Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Not Subject to Leveling Mutual Funds: Balanced (1) $ 31,572 $ — $ — $ — $ 31,572 Fixed income (2) 13,251 — — — 13,251 Cash 866 866 — — — Total $ 45,689 $ 866 $ — $ — $ 44,823 (1) This class comprises a diversified portfolio of global investments which seeks a balanced return between capital growth and fixed income and is allocated on a weighted average basis as follows: equities ( 35 %), bonds ( 37 %), other assets ( 19 %) and cash ( 9 %). (2) This class comprises a diversified portfolio of global investments which seeks fixed income growth and is allocated on a weighted average basis as follows: bonds ( 83 %), other assets ( 16 %) and cash ( 1 %). 92 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 15. Income Taxes Components of the Company’s income (loss) before income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Income (loss) before income taxes: Canada $ ( 1,371 ) $ ( 2,278 ) $ 78 U.S. 19,168 16,875 25,577 Other 38,375 33,806 20,111 Total $ 56,172 $ 48,403 $ 45,766 Components of the Company’s income tax provision (benefit) are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current Canada $ 95 $ 82 $ 100 U.S. 205 1,324 1,109 Other 9,486 6,589 8,116 9,786 7,995 9,325 Deferred Canada 493 ( 493 ) — U.S. ( 2,133 ) ( 1,256 ) 703 Other ( 2,305 ) ( 2,364 ) ( 5,035 ) ( 3,945 ) ( 4,113 ) ( 4,332 ) Total $ 5,841 $ 3,882 $ 4,993 93 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The Company is incorporated in Canada and therefore uses the Canadian statutory rate for income tax disclosure. The reconciliation of the statutory Canadian tax rate to the effective tax rate related to income before income taxes is as follows (in thousands, except percentage data): Year Ended December 31, 2021 2020 2019 Statutory Canadian tax rate 29.00 % 29.00 % 29.00 % Expected income tax provision at Canadian statutory tax rate $ 16,291 $ 14,037 $ 13,272 International tax rate differences ( 3,621 ) ( 3,483 ) ( 3,346 ) U.S. state income taxes, net ( 249 ) ( 108 ) 386 Withholding and other taxes 429 485 364 Permanent differences and other 921 259 443 Disallowed compensation 1,111 685 - Foreign-derived intangible income ( 1,211 ) ( 1,063 ) ( 787 ) Tax credits ( 1,408 ) ( 2,016 ) ( 1,457 ) Statutory tax rate changes 489 429 35 Uncertain tax positions ( 472 ) ( 176 ) 310 Change in valuation allowance 918 ( 727 ) ( 482 ) Acquisition contingent consideration adjustments 87 ( 1,513 ) 287 Transaction costs 248 ( 23 ) 247 Provision to return differences 33 750 ( 516 ) Windfall benefit from share-based compensation ( 5,131 ) ( 2,322 ) ( 1,717 ) UK patent box ( 2,594 ) ( 1,332 ) ( 2,046 ) Reported income tax provision $ 5,841 $ 3,882 $ 4,993 Effective tax rate 10.4 % 8.0 % 10.9 % 94 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 Deferred income taxes result principally from temporary differences in the recognition of certain revenue and expense items and operating loss and tax credit carryforwards for financial and tax reporting purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Losses $ 9,358 $ 8,524 Operating lease liabilities 12,200 10,216 Compensation related deductions 6,795 5,955 Inventories 6,594 5,090 Tax credits 2,786 2,958 Restructuring related liabilities 206 185 Warranty 700 720 Other 197 957 Total deferred tax assets 38,836 34,605 Valuation allowance on deferred tax assets ( 12,608 ) ( 11,561 ) Net deferred tax assets $ 26,228 $ 23,044 Deferred tax liabilities: Depreciation $ ( 2,585 ) $ ( 1,583 ) Amortization ( 32,117 ) ( 24,772 ) Unrealized currency gains/losses - ( 372 ) Operating lease right-of-use assets ( 11,667 ) ( 9,960 ) Deferred revenue ( 1,391 ) — Total deferred tax liabilities $ ( 47,760 ) $ ( 36,687 ) Net deferred income tax assets (liabilities) $ ( 21,532 ) $ ( 13,643 ) In determining its income tax provisions, the Company calculated deferred tax assets and liabilities for each separate jurisdiction. The Company then considered a number of factors, including positive and negative evidence related to the realization of its deferred tax assets, to determine whether a valuation allowance should be recognized with respect to its deferred tax assets. In 2021, the Company recorded an additional $ 0.9 million valuation allowance. In 2020, the Company reversed valuation allowance of $ 0.7 million recorded on net operating losses and other timing items in certain tax jurisdictions due to current and forecast taxable income. In 2019, the Company reversed valuation allowance of $ 0.5 million recorded on net operating losses and other timing items in certain tax jurisdictions due to taxable income generated during the year. Valuation allowance continues to be provided on the remaining balances of certain U.S. state net operating losses and certain foreign tax attributes that the Company has determined that it is not more likely than not that they will 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. As of December 31, 2021, the Company had net operating loss carryforwards of $ 3.5 million (tax effected). Of this amount, approximately $ 2.9 million relates to Canada and begin to expire starting in 2033 and have a full valuation allowance. The remainder $ 0.6 million relates to various U.S. and other foreign jurisdictions, of which $ 0.2 million can be carried forward indefinitely and the remaining $ 0.4 million will begin to expire in 2022 through 2036 . In addition, the Company had capital loss carryforwards of $ 5.9 million, which can be carried forward indefinitely and have a full valuation allowance. Of this amount, $ 5.1 million and $ 0.8 million related to Canada and the U.K, respectively. As of December 31, 2020, the Company had net operating loss carryforwards of $ 3.1 million (tax effected) available to reduce future taxable income. Of this amount, approximately $ 0.9 million relates to the U.S. and expires through 2037 ; and $ 2.1 million relates to Canada and expires starting in 2033 . In addition, the Company had capital loss carryforwards of $ 5.7 million, which had a full valuation allowance. Of this amount, $ 5.1 million and $ 0.6 million related to Canada and the U.K, respectively. As of December 31, 2021, the Company had tax credit carryforwards of approximately $ 3.8 million. Approximately $ 2.6 million relate primarily to the U.S. and other immaterial foreign jurisdictions and will expire through 2042 . The remaining $ 1.2 95 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 million tax credit carryforwards were related to Canada, of which $ 0.5 million expires through 2022 and $ 0.7 million can be carried forward indefinitely. As of December 31, 2020, the Company had tax credit carryforwards of approximately $ 3.3 million available to reduce income taxes in future years. Approximately $ 1.4 million relates to the U.S. state tax credits, of which $ 1.3 million will expire through 2035 and $ 0.1 million can be carried forward indefinitely. The remaining $ 1.9 million tax credit carryforwards were related to Canada, of which $ 1.2 million expires through 2022 and $ 0.7 million can be carried forward indefinitely. Income and foreign withholding taxes have not been recognized on the excess of the amount recognized for financial reporting purposes over the tax basis of investments in foreign subsidiaries that are essentially permanent in nature. The excess amount becomes taxable upon a repatriation of assets from a subsidiary or a sale or liquidation of a subsidiary. The amount of undistributed earnings of foreign subsidiaries totaled $ 266.1 million as of December 31, 2021. The estimated unrecognized income tax and foreign withholding tax liability on this temporary difference is approximately $ 4.0 million. As of December 31, 2021, the Company’s total amount of unrecognized tax benefits was $ 4.8 million, of which $ 4.6 million would favorably affect the effective tax rate if benefited. Over the next twelve months, the Company may need to reverse up to $ 0.5 million of previously recorded unrecognized tax benefits due to statute of limitations closures. The Company believes there are no jurisdictions in which the outcome of unresolved issues or claims is likely to be material to its results of operations, financial position or cash flows. Furthermore, the Company believes that it has adequately provided for all significant income tax uncertainties. The reconciliation of the total amounts of unrecognized tax benefits is as follows (in thousands): Balance at December 31, 2018 $ 4,725 Additions based on tax positions related to the current year 727 Additions for tax positions of prior years 5 Reductions to tax positions of prior years ( 31 ) Reductions to tax positions resulting from a lapse of the applicable statute of limitations ( 497 ) Settlements with tax authorities — Balance at December 31, 2019 4,929 Additions based on tax positions related to the current year 476 Additions for tax positions of prior years 356 Reductions to tax positions of prior years ( 5 ) Reductions to tax positions resulting from a lapse of the applicable statute of limitations ( 498 ) Settlements with tax authorities — Balance at December 31, 2020 5,258 Additions based on tax positions related to the current year 1,162 Additions for tax positions of prior years 9 Reductions to tax positions of prior years ( 41 ) Reductions to tax positions resulting from a lapse of the applicable statute of limitations ( 1,591 ) Settlements with tax authorities — Balance at December 31, 2021 $ 4,797 The Company recognizes interest and penalties related to uncertain tax positions in income tax provision. As of December 31, 2021 and 2020, the Company had approximately $ 0.6 million and $ 0.7 million, respectively, of accrued interest and penalties related to uncertain tax positions. During the years ended December 31, 2021, 2020 and 2019, the Company recognized ($ 0.1 ) million, $ 0.2 million and $ 0.1 million, respectively, of expense for an increase (decrease) in interest and penalties related to uncertain tax positions. 96 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 The Company files income tax returns in Canada, the U.S., and various foreign jurisdictions. Generally, the Company is no longer subject to U.S. or foreign income tax examinations, including transfer pricing tax audits, by tax authorities for the years before 20 1 1 . The Company’s income tax returns may be reviewed by tax authorities in the following countries for the following periods under the appropriate statute of limitations: United States 2018 - Present Canada 2017 - Present United Kingdom 2020 - Present Germany 2017 - Present The Netherlands 2017 - Present China 2012 - Present Japan 2016 - Present 16. Restructuring and Acquisition Related Costs The following table summarizes restructuring and acquisition related costs recorded in the accompanying consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 2019 2020 restructuring $ 8,133 $ 2,736 $ — 2019 restructuring 208 988 7,463 2018 restructuring - 753 1,177 Total restructuring related charges $ 8,341 $ 4,477 $ 8,640 Acquisition and related charges $ 9,679 $ ( 667 ) $ 7,934 Total restructuring and acquisition related costs $ 18,020 $ 3,810 $ 16,574 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 has been focused on cost reduction actions that improve gross margins for the overall company. In 2021, the Company recorded $ 8.1 million in severance and other costs in connection with the 2020 restructuring program. The Company anticipates completing the 2020 restructuring program in the fourth quarter of 2022 and expects to incur additional restructuring charges between $ 3.5 million and $ 4.5 million related to the 2020 restructuring program in the next twelve months. The following table summarizes restructuring costs associated with the 2020 restructuring program by reportable segment (in thousands): Year Ended December 31, Cumulative Costs as of 2021 2020 December 31, 2021 Photonics $ 3,085 $ 740 $ 3,825 Vision 813 1,330 2,143 Precision Motion 4,206 524 4,730 Unallocated Corporate and Shared Services 29 142 171 Total $ 8,133 $ 2,736 $ 10,869 97 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 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. In 2021, the Company recorded $ 0.2 million in severance and related costs in connection with the 2019 restructuring plan. As of December 31, 2021, the Company incurred cumulative costs related to this restructuring plan totaling $ 9.0 million. The 2019 restructuring program was completed in the first quarter of 2021. Rollforward of Accrued Expenses Related to Restructuring The following table summarizes the accrual activities, by component, related to the Company’s restructuring charges recorded in the accompanying consolidated balance sheets (in thousands): Total Employee Related Facility Related Other Balance at December 31, 2019 $ 2,073 $ 1,988 $ — $ 85 Restructuring charges 4,477 3,506 503 468 Cash payments ( 4,024 ) ( 3,229 ) ( 115 ) ( 680 ) Non-cash write-offs and other adjustments ( 726 ) ( 584 ) ( 272 ) 130 Balance at December 31, 2020 1,800 1,681 116 3 Restructuring charges 8,341 6,462 1,309 570 Cash payments ( 3,727 ) ( 2,898 ) ( 226 ) ( 603 ) Non-cash write-offs and other adjustments (1) ( 3,728 ) ( 3,138 ) ( 649 ) 59 Balance at December 31, 2021 $ 2,686 $ 2,107 $ 550 $ 29 ( 1 ) Non-cash charges included stock-based compensation charges amounting to $ 3.0 million associated with severance agreements for certain employees. Acquisition and Related Charges Acquisition and related costs incurred in connection with business combinations, primarily including finders’ fees, legal, valuation and other professional or consulting fees, totaled $ 5.9 million, $ 0.6 million, and $ 5.3 million during 2021, 2020, and 2019, respectively. The Company incurred $ 1.9 million and $ 1.7 million in legal costs related to a dispute involving a company that was acquired in 2019 during 2021 and 2020, respectively. Acquisition related costs recognized under earn-out agreements in connection with acquisitions totaled $ 1.9 million, $( 3.0 ) million, and $ 2.6 million during 2021, 2020, and 2019, respectively. The acquisition related costs for 2021 were $( 0.5 ) million, $ 2.5 million, $ 2.0 million and $ 5.7 million for Photonics, Vision, Precision Motion, and Unallocated Corporate and Shared Services reportable segments, respectively. 17. Commitments and Contingencies Purchase Commitments As of December 31, 2021, the Company had purchase commitments primarily for inventory purchases of $ 169.6 million. These purchase commitments are expected to be incurred as follows: $ 167.1 million in 2022 and $ 2.5 million in 2023. Legal Proceedings 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 the Company acquired it. The arbitration demand alleged 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 sought compensatory and punitive damages, lost profits and other relief. During the second quarter of 2021, the arbitrator formally closed the arbitration pursuant to a settlement between the parties. No financial damages payments were made by the Company. 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 98 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based 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 and may revise its estimates. The Company does not believe that the outcome of these claims will have a material adverse effect upon its consolidated financial statements but there can be no assurance that any such claims, or any similar claims, would not have a material adverse effect upon its 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 he or she is 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. On July 1, 2013, the Company provided a Guarantee (the “Guarantee”) in favor of the trustees of the U.K. Plan with respect to all present and future obligations and liabilities, whether actual or contingent and whether owed jointly or severally and in any capacity whatsoever, of Novanta Technologies UK Limited, a wholly owned subsidiary of Novanta Inc. Credit Risks and Other Uncertainties The Company maintains financial instruments such as cash and cash equivalents and trade receivables. From time to time, certain of these instruments may subject the Company to concentrations of credit risk whereby one institution may hold a significant portion of the cash and cash equivalents, or one customer may represent a large portion of the accounts receivable balances. There was no significant concentration of credit risk related to the Company’s position in trade accounts receivable as no individual customer represented 10% or more of the Company’s outstanding accounts receivable at December 31, 2021 and 2020. Credit risk with respect to trade accounts receivables is generally minimized because of the diversification of the Company’s operations, as well as its large customer base and its geographic dispersion. Certain of the components and materials included in the Company’s products are currently obtained from single source suppliers. There can be no assurance that a disruption of the supply of such components and materials would not create substantial manufacturing delays and additional cost to the Company. The Company’s operations involve a number of other risks and uncertainties including, but not limited to, the effects of general economic conditions, rapidly changing technologies, and international operations. 18. Segment Information Reportable Segments The Company’s Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. The 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 99 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 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 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 technologies, video recorder and video integration technologies for operating room integrations; optical data collection and machine vision technologies; radio frequency identification technologies; thermal 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 motors, servo drives and motion control solutions, integrated stepper motors, intelligent robotic end-of-arm technology solutions, 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, operating income (loss), depreciation and amortization expenses, accounts receivable and inventories by reportable segments were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Revenue Photonics $ 232,459 $ 199,613 $ 230,457 Vision 262,060 261,650 271,407 Precision Motion 212,274 129,360 124,235 Total $ 706,793 $ 590,623 $ 626,099 Year Ended December 31, 2021 2020 2019 Gross Profit Photonics $ 107,993 $ 89,060 $ 105,845 Vision 100,890 100,267 105,228 Precision Motion 99,345 58,279 53,326 Unallocated Corporate and Shared Services ( 7,900 ) ( 3,089 ) ( 2,314 ) Total $ 300,328 $ 244,517 $ 262,085 100 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 Year Ended December 31, 2021 2020 2019 Operating Income (Loss) Photonics $ 46,792 $ 34,001 $ 41,990 Vision 17,694 16,354 21,007 Precision Motion 52,676 31,663 22,339 Unallocated Corporate and Shared Services ( 53,108 ) ( 26,130 ) ( 30,054 ) Total $ 64,054 $ 55,888 $ 55,282 Year Ended December 31, 2021 2020 2019 Depreciation and Amortization Expenses Photonics $ 11,600 $ 11,261 $ 12,139 Vision 20,812 21,374 21,161 Precision Motion 10,728 5,443 4,712 Unallocated Corporate and Shared Services 254 215 268 Total $ 43,394 $ 38,293 $ 38,280 December 31, 2021 2020 Accounts Receivable Photonics $ 31,392 $ 27,328 Vision 44,078 33,194 Precision Motion 40,147 14,532 Total accounts receivable $ 115,617 $ 75,054 Inventories Photonics $ 49,146 $ 35,878 Vision 34,621 41,137 Precision Motion 41,890 15,722 Total inventories $ 125,657 $ 92,737 Total segment assets $ 241,274 $ 167,791 December 31, 2021 2020 Total Assets Total segment assets $ 241,274 $ 167,791 Cash and cash equivalents 117,393 125,054 Prepaid income taxes and income taxes receivable 1,997 3,203 Prepaid expenses and other current assets 13,161 8,125 Property, plant and equipment, net 87,439 78,676 Operating lease assets 48,338 34,444 Deferred tax assets 12,206 10,491 Other assets 5,586 2,894 Intangible assets, net 220,989 148,521 Goodwill 479,500 285,980 Total $ 1,227,883 $ 865,179 101 NOVANTA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) AS OF DECEMBER 31, 2021 Geographic Information The Company aggregates geographic revenue based on the customer location where products are shipped. Revenue from these customers is summarized as follows (in thousands, except percentage data): Year Ended December 31, 2021 2020 2019 Revenue % of Total Revenue % of Total Revenue % of Total United States $ 270,833 38.4 % $ 225,760 38.2 % $ 254,279 40.6 % Germany 101,865 14.4 83,765 14.2 82,032 13.1 Rest of Europe 138,863 19.6 127,040 21.5 129,643 20.7 China 95,045 13.4 70,557 11.9 59,512 9.5 Rest of Asia-Pacific 89,198 12.6 74,334 12.6 89,588 14.3 Other 10,989 1.6 9,167 1.6 11,045 1.8 Total $ 706,793 100.0 % $ 590,623 100.0 % $ 626,099 100.0 % Long-lived assets consist of property, plant and equipment, net, and are aggregated based on the location of the assets. A summary of these long-lived assets is as follows (in thousands): December 31, 2021 2020 United States $ 27,587 $ 25,436 Germany 33,344 36,314 U.K. 15,059 9,447 Rest of Europe 4,754 5,312 China 6,521 1,809 Rest of Asia-Pacific 174 358 Total $ 87,439 $ 78,676 Revenue by End Market The Company primarily operates in two end markets: the medical market and the advanced industrial market. Revenue by end market was approximately as follows: Year Ended December 31, 2021 2020 2019 Medical 52 % 56 % 55 % Advanced Industrial 48 % 44 % 45 % Total 100 % 100 % 100 % The majority of the revenue from the Photonics and Precision Motion segments is generated from sales to customers in the advanced industrial market. The majority of the revenue from the Vision segment is generated from sales to customers in the medical market. Significant Customers No customer accounted for greater than 10% of the Company’s consolidated revenue during the years ended December 31, 2021 and December 31, 2019. For the year ended December 31, 2020, the Company recognized revenue from an OEM customer in the medical end market which accounted for approximately 11 % of the Company’s consolidated revenue . 102 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.