The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 29, 2019
(Unaudited)
1. Basis of Presentation
Novanta Inc. and its subsidiaries (collectively referred to as “Novanta”, the “Company”, “we”, “us”, “our”) is a leading global supplier of core technology solutions that give medical and advanced industrial original equipment manufacturers (“OEMs”) a competitive advantage. Novanta combines deep proprietary technology expertise and competencies in photonics, vision and precision motion with a proven ability to solve complex technical challenges. This enables Novanta to engineer core components and sub-systems that deliver extreme precision and performance, tailored to the customers’ demanding applications.
The accompanying unaudited interim consolidated financial statements have been prepared by the Company in United States (“U.S.”) dollars and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the instructions to Form 10-Q and the provisions of Regulation S-X pertaining to interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted. The interim consolidated financial statements and notes included in this report should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. In the opinion of management, these interim consolidated financial statements include all adjustments and accruals of a normal and recurring nature necessary to fairly state the results of the interim periods presented. The results for interim periods are not necessarily indicative of results to be expected for the full year or for any future periods.
The Company’s unaudited interim financial statements are prepared for each quarterly period ending on the Friday closest to the end of the calendar quarter, with the exception of the fourth quarter which always ends on December 31.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities 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 they are deemed to be necessary. The Company evaluates its estimates based on historical experience, current conditions and various other assumptions that it believes are reasonable under the circumstances. Actual results could differ significantly from those estimates.
6
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
Recent
Accounting Pronouncements
The following table provides a brief description of recent Accounting Standard Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”):
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.”
|
|
ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 should be applied either retrospectively or prospectively.
|
|
January 1, 2020. Early adoption is permitted.
|
|
The Company adopted ASU 2018-15 on a prospective basis during the first quarter of 2019. The adoption of ASU 2018-15 did not have a material impact on the Company’s consolidated financial statements.
|
In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”
|
|
ASU 2018-02 allows an entity to reclassify the income tax effects of the Tax Reform Act on items within accumulated other comprehensive income to retained earnings. ASU 2018-02 shall be applied either in the period of adoption or retrospectively to each period (or periods) in which the effects of the change in the U.S. federal corporate income tax rate under the Tax Reform Act is recognized.
|
|
January 1, 2019.
|
|
The Company adopted ASU 2018-02 during the first quarter of 2019. The adoption of ASU 2018-02 did not have a material impact on the Company’s consolidated financial statements.
|
|
|
|
|
|
|
|
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).”
|
|
ASU 2016-02 requires a lessee to recognize on the balance sheet a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for both finance and operating leases and to disclose key information about leasing arrangements.
|
|
January 1, 2019.
|
|
The Company adopted ASU 2016-02 during the first quarter of 2019 using the modified retrospective approach. In addition, the Company elected the package of practical expedients permitted under the transition guidance. The adoption of ASU 2016-02 resulted in the recording of additional net operating lease right-of-use (“ROU”) assets and operating lease liabilities of approximately $35.3 million and $36.5 million, respectively, as of January 1, 2019. The adoption of ASU 2016-02 did not have an impact on the Company’s Accumulated deficit, consolidated statement of operations, or consolidated statement of cash flows.
|
7
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
2.
Revenue
The Company recognizes revenue when control of promised goods or services is transferred to customers. The transfer of control generally occurs upon shipment when title and risk of loss pass to the customer. The vast majority of the Company’s revenue is generated from the sale of distinct products. Revenue is measured as the amount of consideration the Company expects to receive 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.
Warranties
The Company generally provides warranties for its products. The standard warranty period is typically 12 months to 24 months for the Photonics and Precision Motion segments and 12 months to 36 months for the Vision segment. The standard warranty period for product sales is accounted for under the provisions of ASC 450, “Contingencies,” as the Company has the ability to ascertain the likelihood of the liability and can reasonably estimate the amount of the liability. A provision for the estimated cost related to warranty
is recorded to cost of revenue at the time revenue is recognized. The Company’s estimate of costs to service the warranty obligations is based on historical experience and expectations of future conditions. To the extent that the Company’s experience in warranty claims or costs associated with servicing those claims differ from the original estimates, revisions to the estimated warranty liability are recorded at that time, with an offsetting adjustment to cost of revenue.
Practical Expedients and Exemptions
The Company expenses incremental direct costs of obtaining a contract when incurred if the expected amortization period is one year or less. These costs are recorded within selling, general and administrative expenses in the consolidated statement of operations.
The Company does not adjust the promised amount of consideration for the effects of a financing component because the transfer of a promised good to a customer and the customer’s payment for that good are typically one year or less. The Company does not disclose the value of the remaining performance obligation for contracts with an original expected length of one year or less.
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
8
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
when the Company expects to recognize revenue. As of
March 29, 2019
and
December 31, 2018
, contract liabilities were $
3.7
million and $
4.7
million, res
pectively, and are included
in accrued expenses and other current liabilities and other liabilities in the accompanying consolidated balance sheets. The decrease in the contract liability balance during the
three
months ended
March 29, 2019
is primarily due to $
1.9
million of revenue
recognized during the period that was included in the contract liability balance at
December 31, 2018,
partially offset by cash payments received in advance of satisfying performance obligations.
Disaggregated Revenue
See Note 16 for the Company’s disaggregation of revenue by segment, geography and end market.
3. Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) was 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)
|
|
2,105
|
|
|
|
2,339
|
|
|
|
(234
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
(1)
|
|
251
|
|
|
|
—
|
|
|
|
251
|
|
Balance at March 29, 2019
|
$
|
(20,171
|
)
|
|
$
|
(10,146
|
)
|
|
$
|
(10,025
|
)
|
|
(1)
|
The amounts reclassified from other comprehensive income (loss) were included in other income (expense) in the consolidated statements of operations.
|
4. Earnings per Common Share
Basic earnings per common share is computed by dividing net income attributable to Novanta Inc., after redeemable noncontrolling interest redemption value adjustment, by the weighted average number of common shares outstanding during the period. The Company recognized changes in the redeemable noncontrolling interest redemption value by adjusting the carrying amount of the redeemable noncontrolling interest as of the end of the applicable period to the higher of: (i) the estimated redemption value assuming the end of the period was also the redemption date or (ii) the carrying value without any redemption value adjustments. Such adjustments were recorded in retained earnings in stockholders’ equity instead of net income attributable to Novanta Inc. For both basic and diluted earnings per common share, such redemption value adjustments were included in the calculation of the numerator. For diluted earnings per common share, the denominator also includes the dilutive effect of outstanding restricted stock units, stock options, 2017 non-GAAP EPS performance-based restricted stock units and total shareholder return performance-based restricted stock units determined using the treasury stock method. Dilutive effects of attainment-based contingently issuable shares granted to the former Laser Quantum noncontrolling interest shareholders, as well as 2018 and 2019 non-GAAP EPS performance-based restricted stock units will be included in the weighted average dilutive share calculation when the performance targets have been achieved. 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.
9
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
The following table sets forth the computation of basic and
diluted earnings per common share (
amounts
in thousands, except per share
data
):
|
Three
Months Ended
|
|
|
March 29,
|
|
|
March 30,
|
|
|
2019
(1)
|
|
|
2018
(2)
|
|
Numerators:
|
|
|
|
|
|
|
|
Consolidated net income
|
$
|
12,253
|
|
|
$
|
12,837
|
|
Less: Net income attributable to noncontrolling interest
|
|
—
|
|
|
|
(926
|
)
|
Net income attributable to Novanta Inc.
|
|
12,253
|
|
|
|
11,911
|
|
Redeemable noncontrolling interest redemption value adjustment
|
|
—
|
|
|
|
(5,399
|
)
|
Net income attributable to Novanta Inc. after adjustment for redeemable noncontrolling interest redemption value
|
$
|
12,253
|
|
|
$
|
6,512
|
|
|
|
|
|
|
|
|
|
Denominators:
|
|
|
|
|
|
|
|
Weighted average common shares outstanding— basic
|
|
34,958
|
|
|
|
34,887
|
|
Dilutive potential common shares
|
|
516
|
|
|
|
541
|
|
Weighted average common shares outstanding— diluted
|
|
35,474
|
|
|
|
35,428
|
|
Antidilutive common shares excluded from above
|
|
58
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
Earnings per Common Share Attributable to Novanta Inc.:
|
|
|
|
|
|
|
|
Basic
|
$
|
0.35
|
|
|
$
|
0.19
|
|
Diluted
|
$
|
0.35
|
|
|
$
|
0.18
|
|
|
(1)
|
45,252 non-GAAP EPS performance restricted stock units granted to certain members of the executive management team and 213,219 shares of restricted stock issued to Laser Quantum former non-controlling interest holders are considered contingently issuable shares and are excluded from the calculation of the denominator as the contingent conditions had not been met as of March 29, 2019.
|
|
(2)
|
53,968 non-GAAP EPS performance restricted stock units granted to certain members of the executive management team were considered contingently issuable shares and were excluded from the calculation of the denominator as the contingent conditions had not been met as of March 30, 2018.
|
5. Fair Value Measurements
ASC 820, “Fair Value Measurements,” establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the third is considered unobservable:
|
•
|
Level 1: Quoted prices for identical assets or liabilities in active markets which the Company can access
|
|
•
|
Level 2: Observable inputs other than those described in Level 1
|
|
•
|
Level 3: Unobservable inputs
|
Cash Equivalents
The Company’s cash equivalents are highly liquid investments with original maturities of three months or less, which represent an asset the Company measures at fair value on a recurring basis. The Company determines the fair value of cash equivalents using a market approach based on quoted prices in active markets. The fair values of cash, accounts receivable, income taxes receivable, accounts payable, income taxes payable and accrued expenses and other current liabilities approximate their carrying values because of their short-term nature.
Foreign Currency Contracts
The Company addresses market risks from changes in foreign currency exchange rates through a risk management program that includes the use of derivative financial instruments to mitigate certain balance sheet foreign currency transaction exposures. The
10
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
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 Consideration
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 from 2018 to 2021 by the Company from products using such technologies. The undiscounted range of possible contingent consideration is zero to €5.5 million ($6.6 million). If such targets are achieved, the contingent consideration would be payable in cash in four installments from 2019 to 2022. As the acquired assets did not meet the definition of a business, the fair value of the contingent consideration is recognized when probable and estimable and is capitalized as part of the cost of the acquired assets. Subsequent changes in the estimated fair value of this contingent liability are recorded as adjustments to the carrying value of the asset acquired and amortized over the remaining useful life of the underlying asset. There were no changes to the fair value of the contingent consideration during the three months ended March 29, 2019.
Summary by Fair Value Hierarchy
The following table summarizes the fair values of the Company’s assets and liabilities measured at fair value on a recurring basis as of March 29, 2019 (in thousands):
|
|
|
|
|
Quoted Prices in
|
|
|
|
|
|
|
Significant Other
|
|
|
|
|
|
|
Active Markets for
|
|
|
Significant Other
|
|
|
Unobservable
|
|
|
|
|
|
|
Identical Assets
|
|
|
Observable Inputs
|
|
|
Inputs
|
|
|
Fair Value
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
$
|
3,252
|
|
|
$
|
3,252
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
296
|
|
|
|
—
|
|
|
|
296
|
|
|
|
—
|
|
|
$
|
3,548
|
|
|
$
|
3,252
|
|
|
$
|
296
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses and other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration - Current
|
$
|
1,248
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,248
|
|
Foreign currency forward contracts
|
|
6
|
|
|
|
—
|
|
|
|
6
|
|
|
|
—
|
|
Other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration - Long-term
|
|
2,128
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,128
|
|
|
$
|
3,382
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
3,376
|
|
11
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
The following table summarizes the fair values of the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 (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
|
$
|
4,288
|
|
|
$
|
4,288
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
15
|
|
|
|
—
|
|
|
|
15
|
|
|
|
—
|
|
|
$
|
4,303
|
|
|
$
|
4,288
|
|
|
$
|
15
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses and other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
$
|
182
|
|
|
$
|
—
|
|
|
$
|
182
|
|
|
$
|
—
|
|
Other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration - Long-term
|
|
3,376
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,376
|
|
|
$
|
3,558
|
|
|
$
|
—
|
|
|
$
|
182
|
|
|
$
|
3,376
|
|
As of March 29, 2019, the significant unobservable inputs used in the fair value measurement of the Company’s contingent consideration were projected revenues and a discount rate. Increases or decreases in the unobservable inputs would result in a higher or lower fair value measurement.
See Note 9 to Consolidated Financial Statements for a discussion of the estimated fair value of the Company’s outstanding debt.
6. Foreign Currency Contracts
The Company addresses market risks from changes in foreign currency exchange rates through a risk management program that includes the use of derivative financial instruments to mitigate certain foreign currency transaction exposures from future settlement of non-functional currency monetary assets and liabilities as of the end of a period. The Company does not enter into derivative transactions for speculative purposes. Gains and losses on derivative financial instruments substantially offset losses and gains on the underlying hedged exposures. Furthermore, the Company manages its exposures to counterparty risks on derivative instruments by entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding positions.
The Company uses forward contracts as a part of its strategy to limit its exposures related to monetary assets and liabilities denominated in currencies other than the functional currencies of the Company and its subsidiaries. These forward contracts are not designated as cash flow, fair value or net investment hedges. All changes in the fair value of these forward contracts are recognized in income before income taxes.
As of March 29, 2019, the aggregate notional amount and fair value of the Company’s foreign currency forward contracts was $25.5 million and a net gain of $0.3 million, respectively. As of December 31, 2018, the aggregate notional amount and fair value of the Company’s foreign currency forward contracts was $31.2 million and a net loss of $0.2 million, respectively.
The Company recognized an aggregate net loss of $0.5 million for the three months ended March 29, 2019, and an aggregate net gain of $0.7 million for the three months ended March 30, 2018. These amounts were included in foreign exchange transaction gains (losses) in the consolidated statement of operations for all periods presented.
7. Goodwill and Intangible Assets
Goodwill
Goodwill is recorded when the consideration for a business combination exceeds the fair value of net tangible and identifiable intangible assets acquired. The Company tests its goodwill balances annually for impairment as of the beginning of the second quarter
12
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
or mor
e frequently if indicators are present or changes in circumstances suggest that
an
impairment may exist. The Company performed the most recent annual goodwill and indefinite-lived intangible asset impairment test as of the beginning of the second quarter o
f 201
8
and
not
ed
no
impairment of goodwill.
The following table summarizes changes in goodwill during the three months ended March 29, 2019 (in thousands):
Balance at beginning of the period
|
$
|
217,662
|
|
Effect of foreign exchange rate changes
|
|
(37
|
)
|
Balance at end of the period
|
$
|
217,625
|
|
Goodwill by reportable segment as of March 29, 2019 was as follows (in thousands):
|
Reportable Segment
|
|
|
|
|
|
|
Photonics
|
|
|
Vision
|
|
|
Precision
Motion
|
|
|
Total
|
|
Goodwill
|
$
|
169,724
|
|
|
$
|
153,953
|
|
|
$
|
45,177
|
|
|
$
|
368,854
|
|
Accumulated impairment of goodwill
|
|
(102,461
|
)
|
|
|
(31,722
|
)
|
|
|
(17,046
|
)
|
|
|
(151,229
|
)
|
Total
|
$
|
67,263
|
|
|
$
|
122,231
|
|
|
$
|
28,131
|
|
|
$
|
217,625
|
|
Goodwill by reportable segment as of December 31, 2018 was as follows (in thousands):
|
Reportable Segment
|
|
|
|
|
|
|
Photonics
|
|
|
Vision
|
|
|
Precision
Motion
|
|
|
Total
|
|
Goodwill
|
$
|
168,955
|
|
|
$
|
155,017
|
|
|
$
|
44,919
|
|
|
$
|
368,891
|
|
Accumulated impairment of goodwill
|
|
(102,461
|
)
|
|
|
(31,722
|
)
|
|
|
(17,046
|
)
|
|
|
(151,229
|
)
|
Total
|
$
|
66,494
|
|
|
$
|
123,295
|
|
|
$
|
27,873
|
|
|
$
|
217,662
|
|
Intangible Assets
Intangible assets as of March 29, 2019 and December 31, 2018, respectively, are summarized as follows (in thousands):
|
March 29, 2019
|
|
|
December 31, 2018
|
|
|
Gross Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net Carrying
Amount
|
|
|
Gross Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net Carrying
Amount
|
|
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents and developed technologies
|
$
|
134,179
|
|
|
$
|
(89,045
|
)
|
|
$
|
45,134
|
|
|
$
|
134,034
|
|
|
$
|
(86,623
|
)
|
|
$
|
47,411
|
|
Customer relationships
|
|
139,157
|
|
|
|
(67,591
|
)
|
|
|
71,566
|
|
|
|
139,097
|
|
|
|
(64,174
|
)
|
|
|
74,923
|
|
Customer backlog
|
|
1,766
|
|
|
|
(1,606
|
)
|
|
|
160
|
|
|
|
1,738
|
|
|
|
(1,191
|
)
|
|
|
547
|
|
Non-compete covenant
|
|
2,514
|
|
|
|
(2,514
|
)
|
|
|
—
|
|
|
|
2,514
|
|
|
|
(2,493
|
)
|
|
|
21
|
|
Trademarks and trade names
|
|
15,965
|
|
|
|
(9,223
|
)
|
|
|
6,742
|
|
|
|
15,915
|
|
|
|
(8,924
|
)
|
|
|
6,991
|
|
Amortizable intangible assets
|
|
293,581
|
|
|
|
(169,979
|
)
|
|
|
123,602
|
|
|
|
293,298
|
|
|
|
(163,405
|
)
|
|
|
129,893
|
|
Non-amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade names
|
|
13,027
|
|
|
|
—
|
|
|
|
13,027
|
|
|
|
13,027
|
|
|
|
—
|
|
|
|
13,027
|
|
Totals
|
$
|
306,608
|
|
|
$
|
(169,979
|
)
|
|
$
|
136,629
|
|
|
$
|
306,325
|
|
|
$
|
(163,405
|
)
|
|
$
|
142,920
|
|
13
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
All definite-lived intangible assets are amortized either on a straight-line basis or an economic benefit basis over their remaining estimated useful life. Amortization expense for patents and developed technologies is included in cost of revenue in the accompanying consolidated statements of operations. Amortization expense for customer relationships and definite-lived trademarks, trade names and other intangibles is included in operating expenses in the accompanying consolidated statements of operations. Amortization expense was as follows (in thousands):
|
Three
Months Ended
|
|
|
March 29,
|
|
|
March 30,
|
|
|
2019
|
|
|
2018
|
|
Amortization expense – cost of revenue
|
$
|
2,311
|
|
|
$
|
2,480
|
|
Amortization expense – operating expenses
|
|
3,998
|
|
|
|
3,698
|
|
Total amortization expense
|
$
|
6,309
|
|
|
$
|
6,178
|
|
Estimated amortization expense for each of the five succeeding years and thereafter as of March 29, 2019 was as follows (in thousands):
Year Ending December 31,
|
|
Cost of Revenue
|
|
|
Operating
Expenses
|
|
|
Total
|
|
2019 (remainder of year)
|
|
$
|
6,912
|
|
|
$
|
10,748
|
|
|
$
|
17,660
|
|
2020
|
|
|
8,313
|
|
|
|
12,395
|
|
|
|
20,708
|
|
2021
|
|
|
7,397
|
|
|
|
11,475
|
|
|
|
18,872
|
|
2022
|
|
|
6,304
|
|
|
|
9,653
|
|
|
|
15,957
|
|
2023
|
|
|
5,408
|
|
|
|
8,118
|
|
|
|
13,526
|
|
Thereafter
|
|
|
10,800
|
|
|
|
26,079
|
|
|
|
36,879
|
|
Total
|
|
$
|
45,134
|
|
|
$
|
78,468
|
|
|
$
|
123,602
|
|
8. Supplementary Balance Sheet Information
The following tables provide the details of selected balance sheet items as of the periods indicated (in thousands):
Inventories
|
March 29,
|
|
|
December 31,
|
|
|
2019
|
|
|
2018
|
|
Raw materials
|
$
|
69,305
|
|
|
$
|
69,008
|
|
Work-in-process
|
|
16,071
|
|
|
|
15,982
|
|
Finished goods
|
|
19,666
|
|
|
|
17,337
|
|
Demo and consigned inventory
|
|
1,742
|
|
|
|
2,437
|
|
Total inventories
|
$
|
106,784
|
|
|
$
|
104,764
|
|
Accrued Expenses and Other Current Liabilities
|
March 29,
|
|
|
December 31,
|
|
|
2019
|
|
|
2018
|
|
Accrued compensation and benefits
|
$
|
16,503
|
|
|
$
|
24,545
|
|
Accrued warranty
|
|
4,884
|
|
|
|
4,510
|
|
Contract liabilities, current portion
|
|
3,338
|
|
|
|
4,165
|
|
Other
|
|
16,449
|
|
|
|
13,075
|
|
Total
|
$
|
41,174
|
|
|
$
|
46,295
|
|
14
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
Accrued Warranty
|
Three Months Ended
|
|
|
March 29, 2019
|
|
|
March 30, 2018
|
|
Balance at beginning of the period
|
$
|
4,510
|
|
|
$
|
4,835
|
|
Provision charged to cost of revenue
|
|
1,011
|
|
|
|
722
|
|
Use of provision
|
|
(657
|
)
|
|
|
(560
|
)
|
Foreign currency exchange rate changes
|
|
20
|
|
|
|
57
|
|
Balance at end of the period
|
$
|
4,884
|
|
|
$
|
5,054
|
|
9. Debt
Debt consisted of the following (in thousands):
|
March 29,
|
|
|
December 31,
|
|
|
2019
|
|
|
2018
|
|
Senior Credit Facilities – term loan
|
$
|
2,300
|
|
|
$
|
4,600
|
|
Less: unamortized debt issuance costs
|
|
(60
|
)
|
|
|
(65
|
)
|
Total current portion of long-term debt
|
$
|
2,240
|
|
|
$
|
4,535
|
|
|
|
|
|
|
|
|
|
Senior Credit Facilities – term loan
|
$
|
67,625
|
|
|
$
|
69,925
|
|
Senior Credit Facilities – revolving credit facility
|
|
132,480
|
|
|
|
135,058
|
|
Less: unamortized debt issuance costs
|
|
(1,902
|
)
|
|
|
(2,140
|
)
|
Total long-term debt
|
$
|
198,203
|
|
|
$
|
202,843
|
|
|
|
|
|
|
|
|
|
Total Senior Credit Facilities
|
$
|
200,443
|
|
|
$
|
207,378
|
|
Senior Credit Facilities
In August 2017, the Company entered into an amendment (the “Third Amendment”) to the second amended and restated credit agreement, dated as of May 19, 2016 (the “Second Amended and Restated Credit Agreement”). The Third Amendment increased the revolving credit facility under the Second Amended and Restated Credit Agreement by $100 million, from $225 million to $325 million, and reset the uncommitted accordion feature to $125 million for potential future expansion. Additionally, the Third Amendment increased the term loan balance from $65.6 million to $90.6 million.
Under the Third Amendment, the Company is required to pay quarterly scheduled principal repayments of $2.3 million beginning in October 2017, with the final installment of $56.1 million due upon maturity in May 2021.
In February 2018, the Company entered into a fourth amendment (the “Fourth Amendment”) to the Second Amended and Restated Credit Agreement. The Fourth Amendment increased the maximum consolidated leverage ratio from 3.00 to 3.50, increased the maximum consolidated leverage ratio for permitted acquisitions and stock repurchases from 2.50 to 3.00, increased the maximum consolidated leverage ratio for a designated acquisition from 3.00 to 3.50, and increased the maximum consolidated leverage
ratio for four consecutive quarters following a designated acquisition from 3.50 to 4.00. The Fourth Amendment also made certain other technical changes to the Second Amended and Restated Credit Agreement.
The Company is required to satisfy certain financial and non-financial covenants under the Second Amended and Restated Credit Agreement. The Second Amended and Restated Credit Agreement also contains customary events of default. The Company was in compliance with these covenants as of March 29, 2019.
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., Novanta Corporation, NDS Surgical Imaging LLC, Novanta Europe GmbH, Novanta UK Investments Holding
15
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
Limited and Novanta Technologies UK Limited. The Second Amended and Restated Credit Agreement also contains customary events of default.
Fair Value of Debt
As of March 29, 2019 and December 31, 2018, the outstanding balance of the Company’s debt approximated its fair value based on current rates available to the Company for debt of similar maturities. The fair value of the Company’s debt is classified as Level 2 under the fair value hierarchy.
10. Leases
The Company leases certain equipment and facilities. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Many of these leases 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. Leases with an initial term of 12 months or less are not recognized on the balance sheet.
Most leases held by the Company expire between 2019 and 2031. In the U.K., where longer lease terms are more common, the Company has a land lease that extends through 2078. Certain leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years, and some include 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 assets and leasehold improvements is limited to the expected lease terms.
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 the lease payments. 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.
The following table summarizes the components of lease costs (in thousands):
|
Three Months Ended
|
|
|
March 29,
|
|
|
2019
|
|
Operating lease cost
|
$
|
1,823
|
|
Finance lease cost
|
|
|
|
Amortization of right-of-use assets
|
|
178
|
|
Interest on lease liabilities
|
|
105
|
|
Variable lease cost
|
|
138
|
|
Total lease cost
|
$
|
2,244
|
|
16
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
The following table provides the details of balance sheet information related to leases (in thousands, except lease term and discount rate):
|
March 29,
|
|
|
2019
|
|
Operating leases
|
|
|
|
Operating lease right-of-use assets
|
$
|
35,374
|
|
|
|
|
|
Current portion of operating lease liabilities
|
$
|
5,198
|
|
Operating lease liabilities
|
|
31,808
|
|
Total operating lease liabilities
|
$
|
37,006
|
|
|
|
|
|
Finance leases
|
|
|
|
Property, plant and equipment, gross
|
$
|
13,523
|
|
Accumulated depreciation
|
|
(7,086
|
)
|
Property, plant and equipment, net
|
$
|
6,437
|
|
|
|
|
|
Accrued expenses and other current liabilities
|
$
|
599
|
|
Other liabilities
|
|
6,925
|
|
Total finance lease liabilities
|
$
|
7,524
|
|
|
|
|
|
Weighted-average remaining lease term (in years)
|
|
|
|
Operating leases
|
|
9.83
|
|
Finance leases
|
|
10.04
|
|
Weighted-average discount rate
|
|
|
|
Operating leases
|
|
5.95
|
%
|
Finance leases
|
|
5.47
|
%
|
The following table provides the details of cash flow information related to leases (in thousands):
|
Three Months Ended
|
|
|
March 29,
|
|
|
2019
|
|
Cash paid for amounts included in lease liabilities
|
|
|
|
Operating cash flows from finance leases
|
$
|
105
|
|
Operating cash flows from operating leases
|
$
|
1,944
|
|
Financing cash flows from finance leases
|
$
|
140
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
839
|
|
17
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
Future minimum lease payments under operating and finance leases expiring subsequent to March 29, 2019, 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 Lease
|
|
|
Finance Lease
|
|
2019 (remainder of year)
|
$
|
5,289
|
|
|
$
|
742
|
|
2020
|
|
5,712
|
|
|
|
979
|
|
2021
|
|
5,512
|
|
|
|
907
|
|
2022
|
|
4,938
|
|
|
|
907
|
|
2023
|
|
4,360
|
|
|
|
930
|
|
Thereafter
|
|
25,976
|
|
|
|
5,395
|
|
Total minimum lease payments
|
$
|
51,787
|
|
|
$
|
9,860
|
|
Less: Interest
|
|
(14,781
|
)
|
|
|
(2,336
|
)
|
Present value of lease liabilities
|
$
|
37,006
|
|
|
$
|
7,524
|
|
Future minimum lease payments under operating and capital leases expiring subsequent to December 31, 2018 under Accounting Standard Codification (“ASC”) Topic 840, Leases (“ASC 840”), 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 Lease
(1)
|
|
|
Capital Lease
|
|
2019
|
$
|
7,797
|
|
|
$
|
990
|
|
2020
|
|
6,263
|
|
|
|
980
|
|
2021
|
|
5,757
|
|
|
|
907
|
|
2022
|
|
5,264
|
|
|
|
907
|
|
2023
|
|
4,719
|
|
|
|
930
|
|
Thereafter
|
|
26,149
|
|
|
|
5,394
|
|
Total minimum lease payments
|
$
|
55,949
|
|
|
$
|
10,108
|
|
|
(1)
|
Future minimum lease payments as of December 31, 2018 included common-area maintenance and other property management costs and tax obligations.
|
|
11. Share-Based Compensation
The table below summarizes share-based compensation expense recorded in the consolidated statements of operations (in thousands):
|
Three
Months Ended
|
|
|
March 29,
|
|
|
March 30,
|
|
|
2019
|
|
|
2018
|
|
Selling, general and administrative
|
$
|
2,531
|
|
|
$
|
1,924
|
|
Research and development and engineering
|
|
111
|
|
|
|
84
|
|
Cost of revenue
|
|
85
|
|
|
|
36
|
|
Total share-based compensation expense
|
$
|
2,727
|
|
|
$
|
2,044
|
|
18
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
Share-based compensation reported in selling, general and administrative expenses during each of the
three
-month periods ended
March 29, 2019
and
March 30, 2018
, respectively, included
$0.8 million and
$0.
5
million
of expense related to
restricted stock units and
deferred stock units granted to the members of the Company’s Board of Directors.
Restricted Stock Units and Deferred Stock Units
The Company’s restricted stock units (“RSUs”) have generally been issued with vesting periods ranging from zero to five years and vest based solely on service conditions. Accordingly, the Company recognizes compensation expense on a straight-line basis over the requisite service period. The Company reduces the compensation expense by an estimated forfeiture rate which is based on anticipated forfeitures and historical forfeiture experience.
Deferred stock units (“DSUs”) are granted to the members of the Company’s Board of Directors. The compensation expense associated with DSUs is recognized in full on the date of grant, as DSUs are fully vested and non-forfeitable upon grant.
The table below summarizes activities relating to RSUs and DSUs issued and outstanding under the Company’s Amended and Restated 2010 Incentive Plan during the three months ended March 29, 2019:
|
Shares
(In thousands)
|
|
|
Weighted
Average Grant
Date Fair Value
|
|
Unvested at December 31, 2018
|
|
529
|
|
|
$
|
26.98
|
|
Granted
|
|
101
|
|
|
$
|
75.29
|
|
Vested
|
|
(141
|
)
|
|
$
|
28.33
|
|
Forfeited
|
|
(8
|
)
|
|
$
|
34.70
|
|
Unvested at March 29, 2019
|
|
481
|
|
|
$
|
36.61
|
|
Expected to vest as of March 29, 2019
|
|
454
|
|
|
|
|
|
The total fair value of RSUs and DSUs that vested during the three months ended March 29, 2019 was $10.7 million based on the market price of the underlying shares on the date of vesting.
Performance Stock Units
The Company granted two types of performance-based stock awards to certain members of the executive management team: non-GAAP EPS performance-based restricted stock units (“EPS-PSUs”) and relative total shareholder return performance-based restricted stock units (“TSR-PSUs”). Both types of performance-based restricted stock units generally cliff vest on the first day following the end of the three-year performance period.
The number of common shares to be issued upon settlement following vesting of the EPS-PSUs is determined based on the Company’s cumulative non-GAAP EPS over the three-year performance period against the target established by the Company’s Compensation Committee at the time of grant and will be in the range of zero to 200% of the target number of shares. The Company recognizes compensation expense ratably over the performance period based on the number of shares that are deemed probable of vesting at the end of the three-year performance cycle. This probability assessment is performed quarterly and the cumulative effect of a change in the estimated compensation expense, if any, is recognized in the consolidated statement of operations in the period in which such determination is made.
The number of shares to be issued upon settlement following vesting of the TSR-PSUs is determined based on the relative market performance of the Company’s common 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.
19
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
The table below summarizes the activities relating to the performance
-based awards issued and outstanding under the Company’s Amended and Restated 2010
Incentive Plan during the
three
months
ended
March 29, 2019
:
|
Shares
(In thousands)
|
|
|
Weighted
Average Grant
Date Fair Value
|
|
Unvested at December 31, 2018
|
|
137
|
|
|
$
|
37.28
|
|
Granted
|
|
44
|
|
|
$
|
92.93
|
|
Performance adjustment
(1)
|
|
29
|
|
|
$
|
14.13
|
|
Vested
|
|
(59
|
)
|
|
$
|
14.13
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
Unvested at March 29, 2019
|
|
151
|
|
|
$
|
57.57
|
|
|
(1)
|
Represents adjustment for performance-based awards granted on March 30, 2016. These units vested at 200% during the three months ended March 29, 2019 based on the achievement of cumulative Non-GAAP EPS during the performance period of fiscal years 2016 through 2018.
|
|
The total fair value of PSUs that vested during the three months ended March 29, 2019 was $5.0 million based on the market price of the underlying shares on the date of vesting.
The fair value of the TSR-PSUs at the date of grant was estimated using the Monte-Carlo valuation model with the following assumptions:
|
Three Months Ended March 29, 2019
|
|
Grant-date stock price
|
$
|
77.23
|
|
Expected volatility
|
|
32.54
|
%
|
Risk-free interest rate
|
|
2.46
|
%
|
Expected annual dividend yield
|
|
—
|
|
Fair value
|
$
|
108.58
|
|
12. Income Taxes
The Company determines its estimated annual effective tax rate at the end of each interim period based on full-year forecasted pre-tax income and facts known at that time. The estimated annual effective tax rate is applied to the year-to-date pre-tax income at the end of each interim period with the cumulative effect of any changes in the estimated annual effective tax rate being recorded in the fiscal quarter in which the change is determined. The tax effect of significant unusual items is reflected in the period in which they occur. Since the Company is incorporated in Canada, it is required to use Canada’s statutory tax rate of 29.0% in the determination of the estimated annual effective tax rate.
The Company’s effective tax rate of 0.6% for the three months ended March 29, 2019 differs from the Canadian statutory tax rate of 29.0% primarily due to the mix of income earned in jurisdictions with varying tax rates, estimated deductions for Foreign Derived Intangible Income, U.K. patent box deductions and other tax credits, and windfall tax benefits upon vesting of certain stock-based compensation awards during the period.
The Company’s effective tax rate of 11.0% for the three months ended March 30, 2018 differs from the Canadian statutory tax rate of 29.0% primarily due to the mix of income earned in jurisdictions with varying tax rates, estimated deductions for Foreign Derived Intangible Income, U.K. patent box deductions and other tax credits, and windfall tax benefits upon vesting of certain stock-based compensation awards during the period.
The Company maintains a valuation allowance on some of its deferred tax assets in certain jurisdictions. A valuation allowance is required when, based upon an assessment of various factors, including recent operating loss history, anticipated future earnings, and prudent and reasonable tax planning strategies, it is more likely than not that some portion of the deferred tax assets will not be realized.
20
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
13. Restructuring and Acquisition Related Costs
The following table summarizes restructuring and acquisition related costs in the accompanying consolidated statements of operations (in thousands):
|
Three
Months Ended
|
|
|
March 29,
|
|
|
March 30,
|
|
|
2019
|
|
|
2018
|
|
2019 restructuring
|
$
|
967
|
|
|
$
|
—
|
|
2018 restructuring
|
|
269
|
|
|
|
—
|
|
Total restructuring charges
|
|
1,236
|
|
|
|
—
|
|
Acquisition and related charges
|
|
818
|
|
|
|
25
|
|
Total restructuring and acquisition related costs
|
$
|
2,054
|
|
|
$
|
25
|
|
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. During the three months ended March 29, 2019, the Company recorded $1.0 million in severance and related costs in connection with the 2019 restructuring plan. As of March 29, 2019, the Company incurred cumulative costs related to this restructuring plan totaling $1.3 million. The Company anticipates completing the 2019 restructuring program in 2019 and expects to incur additional restructuring charges of $1.0 million to $2.5 million related to the 2019 restructuring program.
The following table summarizes restructuring costs associated with the 2019 restructuring program for each segment and unallocated corporate costs (in thousands):
|
Three
Months Ended
|
|
|
March 29,
|
|
|
2019
|
|
Photonics
|
$
|
193
|
|
Vision
|
|
350
|
|
Precision Motion
|
|
47
|
|
Unallocated Corporate and Shared Services
|
|
377
|
|
Total
|
$
|
967
|
|
21
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
2018 Restructuring
During the second quarter of 2018, the Company initiated a program to integrate manufacturing operations as a result of recent acquisition activities. During the three months ended March 29, 2019, the Company recorded $0.3 million in severance and related costs in connection with the 2018 restructuring plan. These costs were reported in the Vision reportable segment. As of March 29, 2019, the Company incurred cumulative costs related to this restructuring plan totaling $1.9 million. The Company anticipates completing the 2018 restructuring program during the third quarter of 2019 and expects to incur additional restructuring charges of $0.7 million to $1.0 million related to the 2018 restructuring program in the Vision reportable segment.
Rollforward of Accrued Expenses Related to Restructuring
The following table summarizes the accrual activities, by component, related to the Company’s restructuring plans recorded in the accompanying consolidated balance sheets (in thousands):
|
Total
|
|
|
Severance
|
|
|
Facility
|
|
|
Other
|
|
Balance at December 31, 2018
|
$
|
1,276
|
|
|
$
|
876
|
|
|
$
|
388
|
|
|
$
|
12
|
|
Restructuring charges
|
|
1,236
|
|
|
|
1,108
|
|
|
|
89
|
|
|
|
39
|
|
Cash payments
|
|
(765
|
)
|
|
|
(744
|
)
|
|
|
—
|
|
|
|
(21
|
)
|
Reclassification of reserves
(a)
|
|
(477
|
)
|
|
|
—
|
|
|
|
(477
|
)
|
|
|
—
|
|
Non-cash write-offs and other adjustments
|
|
(2
|
)
|
|
|
4
|
|
|
|
—
|
|
|
|
(6
|
)
|
Balance at March 29, 2019
|
$
|
1,268
|
|
|
$
|
1,244
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
(a)
|
Accrual related to exited facilities was reclassified to operating lease liabilities upon adoption of ASU 2016-02.
|
|
Acquisition and Related Charges
Acquisition related costs in connection with business combinations, including finders’ fees, legal, valuation, and other professional or consulting fees, totaled $0.3 million and $0.1 million for the three months ended March 29, 2019 and March 30, 2018, respectively. Acquisition related costs recognized under earn-out agreements in connection with acquisitions totaled $0.5 million for the three months ended March 29, 2019. The majority of acquisition related costs for the three months ended March 29, 2019 were included in the Company’s Precision Motion reportable segment.
14. Commitments and Contingencies
Purchase Commitments
There have been no material changes to the Company’s purchase commitments since December 31, 2018.
Legal Contingencies
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. The Company reviews the status of each significant matter and assesses the potential financial exposure on a quarterly basis. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based 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 litigations and may revise its estimates. The Company does not believe that the outcome of these claims will have a material adverse effect on its consolidated financial statements but there can be no assurance that any such claims, or any similar claims, would not have a material adverse effect on the consolidated financial statements.
Guarantees and Indemnifications
In the normal course of its operations, the Company executes agreements that provide for indemnification and guarantees to counterparties in transactions such as business dispositions, sale of assets, sale of products and operating leases. Additionally, the by-
22
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
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 pr
oceeding 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 ag
reements 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 settlem
ent 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 d
irector 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 procedur
es 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 indemnificati
on, and the minimum levels of directors’ and officers’ liability insurance to be maintained by the Company.
15. Related Party Transactions
Certain members of the Company’s board of directors currently serve on the board of directors or as an advisor of companies that are customers of the Company. All contracts with related parties are executed at arm’s length in the ordinary course of business. The aggregate revenue from these customers was $11.6 million for the three months ended March 29, 2019. There was $5.1 million and $0.6 million in accounts receivable due from these customers as of March 29, 2019 and December 31, 2018, respectively. There were no material transactions with related parties in the three months ended March 30, 2018.
16. Segment Information
Reportable Segments
The Company’s Chief Operating Decision Maker (“CODM”) utilizes financial information to make decisions about allocating resources and assessing performance for the entire Company. The Company evaluates the performance of, and allocates resources to, its segments based on revenue, gross profit and operating profit. The Company’s reportable segments have been identified based on commonality and adjacency of technologies, applications and customers amongst the Company’s individual product lines. The Company determined that disclosing revenue by specific product was impracticable due to the highly customized and extensive portfolio of technologies offered to customers.
Based upon the information provided to the CODM, the Company has determined 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, continuous wave and 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 imaging and operating room integration technologies; optical data collection and machine vision technologies; radio frequency identification (“RFID”) 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.
23
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
Precision Motion
The Precision Motion segment designs, manufactures and markets optical and inductive encoders, precision motor and motion control sub-assemblies, air bearings, air bearing spindles and precision machined components to customers worldwide. The vast majority of the segment’s product offerings are sold to OEM customers. The segment sells these products both directly, utilizing a highly technical sales force, and indirectly, through resellers and distributors.
Reportable Segment Financial Information
Revenue, gross profit, gross profit margin, operating income (loss), and depreciation and amortization expenses by reportable segment were as follows (in thousands, except percentage data):
|
Three
Months Ended
|
|
|
March 29,
|
|
|
March 30,
|
|
|
2019
|
|
|
2018
|
|
Revenue
|
|
|
|
|
|
|
|
Photonics
|
$
|
59,225
|
|
|
$
|
61,831
|
|
Vision
|
|
65,936
|
|
|
|
56,209
|
|
Precision Motion
|
|
32,025
|
|
|
|
28,925
|
|
Total
|
$
|
157,186
|
|
|
$
|
146,965
|
|
|
Three
Months Ended
|
|
|
March 29,
|
|
|
March 30,
|
|
|
2019
|
|
|
2018
|
|
Gross Profit
|
|
|
|
|
|
|
|
Photonics
|
$
|
27,314
|
|
|
$
|
29,555
|
|
Vision
|
|
25,973
|
|
|
|
19,721
|
|
Precision Motion
|
|
13,521
|
|
|
|
13,260
|
|
Unallocated Corporate and Shared Services
|
|
(519
|
)
|
|
|
(377
|
)
|
Total
|
$
|
66,289
|
|
|
$
|
62,159
|
|
|
Three
Months Ended
|
|
|
March 29,
|
|
|
March 30,
|
|
|
2019
|
|
|
2018
|
|
Gross Profit Margin
|
|
|
|
|
|
|
|
Photonics
|
|
46.1
|
%
|
|
|
47.8
|
%
|
Vision
|
|
39.4
|
%
|
|
|
35.1
|
%
|
Precision Motion
|
|
42.2
|
%
|
|
|
45.8
|
%
|
Total
|
|
42.2
|
%
|
|
|
42.3
|
%
|
|
Three
Months Ended
|
|
|
March 29,
|
|
|
March 30,
|
|
|
2019
|
|
|
2018
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
|
Photonics
|
$
|
12,310
|
|
|
$
|
15,323
|
|
Vision
|
|
4,557
|
|
|
|
475
|
|
Precision Motion
|
|
5,635
|
|
|
|
8,607
|
|
Unallocated Corporate and Shared Services
|
|
(8,109
|
)
|
|
|
(7,178
|
)
|
Total
|
$
|
14,393
|
|
|
$
|
17,227
|
|
24
NOVANTA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
AS OF MARCH 29, 2019
(Unaudited)
|
Three
Months Ended
|
|
|
March 29,
|
|
|
March 30,
|
|
|
2019
|
|
|
2018
|
|
Depreciation and Amortization Expenses
|
|
|
|
|
|
|
|
Photonics
|
$
|
2,621
|
|
|
$
|
3,067
|
|
Vision
|
|
5,029
|
|
|
|
5,174
|
|
Precision Motion
|
|
1,369
|
|
|
|
503
|
|
Unallocated Corporate and Shared Services
|
|
55
|
|
|
|
323
|
|
Total
|
$
|
9,074
|
|
|
$
|
9,067
|
|
Revenue by Geography
The Company aggregates geographic revenue based on the customer location where products are shipped. Revenue from these customers was as follows (in thousands):
|
Three
Months Ended
|
|
|
March 29,
|
|
|
March 30,
|
|
|
2019
|
|
|
2018
|
|
United States
|
$
|
64,760
|
|
|
$
|
58,113
|
|
Germany
|
|
23,477
|
|
|
|
20,069
|
|
Rest of Europe
|
|
30,770
|
|
|
|
27,060
|
|
China
|
|
15,108
|
|
|
|
15,603
|
|
Rest of Asia-Pacific
|
|
20,447
|
|
|
|
24,720
|
|
Other
|
|
2,624
|
|
|
|
1,400
|
|
Total
|
$
|
157,186
|
|
|
$
|
146,965
|
|
The majority of revenue from our Photonics, Vision and Precision Motion segments is generated from sales to customers within the United States and Europe.
Each segment also generates revenue across the other geographies, with no significant concentration of any segment’s remaining revenue.
Revenue by End Market
The Company primarily operates in two end markets: the advanced industrial market and the medical market. Revenue by end market was approximately as follows:
|
Three
Months Ended
|
|
|
March 29,
|
|
|
March 30,
|
|
|
2019
|
|
|
2018
|
|
Advanced Industrial
|
|
50
|
%
|
|
|
50
|
%
|
Medical
|
|
50
|
%
|
|
|
50
|
%
|
Total
|
|
100
|
%
|
|
|
100
|
%
|
The majority of revenue from the Photonics and Precision Motion segments is generated from sales to customers in the advanced industrial market. The majority of revenue from the Vision segment is generated from sales to customers in the medical market.
17. Subsequent Events
On April 16, 2019, the Company acquired 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. Ingenia will be included in our Precision Motion reportable segment. Information required by ASC 805-10, “Business Combinations,” is not disclosed herein as the Company is in the process of gathering information for its purchase accounting evaluation, including purchase price allocation and other related disclosures.
25