Discussion and analysis by the management of NOVANTA INC of the financial situation and operating results (Form 10-Q)


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Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") should be read in conjunction with the Consolidated
Financial Statements and Notes included in Item 1 of this Quarterly Report on
Form 10-Q. The MD&A contains certain forward-looking statements within the
meaning of the United States Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In addition to historical financial
information, the following discussion and analysis contains forward-looking
statements that involve risks, uncertainties and assumptions. These
forward-looking statements include, but are not limited to the anticipated
impacts of the COVID-19 pandemic on our business, our financial results and our
financial condition; our belief that the Purchasing Managers Index ("PMI") may
provide an indication of the impact of general economic conditions on our sales
into the advanced industrial end market; our strategy; anticipated financial
performance; expected liquidity and capitalization; drivers of revenue growth
and our growth expectations in various markets; management's plans and
objectives for future operations, expenditures and product development and
investments in research and development; business prospects; potential of future
product releases and expansion of our product and service offerings; anticipated
revenue performance; industry trends; market conditions; our competitive
positions; changes in economic and political conditions, including supply chain
constraints; changes in accounting principles; changes in actual or assumed tax
liabilities; expectations regarding tax exposures; anticipated reinvestment of
future earnings and dividend policy; anticipated expenditures in regard to the
Company's benefit plans; future acquisitions; integration and anticipated
benefits from acquisitions and dispositions; anticipated economic benefits,
costs and timelines of restructuring programs; ability to repay our
indebtedness; our intentions regarding the use of cash; expectations regarding
legal and regulatory environmental requirements and our compliance thereto; and
other statements that are not historical facts. Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of various important factors, including, but not limited to, the
following: economic and political conditions and the effects of these conditions
on our customers' businesses and level of business activities; our significant
dependence upon our customers' capital expenditures, which are subject to
cyclical market fluctuations; our dependence upon our ability to respond to
fluctuations in product demand; our ability to continually innovate and
successfully commercialize our innovations; failure to introduce new products in
a timely manner; customer order timing and other similar factors beyond our
control; disruptions or breaches in security of our information technology
systems; our failure to comply with data privacy regulations; changes in
interest rates, credit ratings or foreign currency exchange rates; risks
associated with our operations in foreign countries; risks associated with the
COVID-19 pandemic and other events outside our control; our increased use of
outsourcing in foreign countries; risks associated with increased outsourcing of
components manufacturing; our exposure to increased tariffs, trade restrictions
or taxes on our products; negative effects on global economic conditions,
financial markets and our business as a result of the United Kingdom's
withdrawal from the European Union; violations of our intellectual property
rights and our ability to protect our intellectual property against infringement
by third parties; risk of losing our competitive advantage; our failure to
successfully integrate recent and future acquisitions into our business; our
ability to attract and retain key personnel; our restructuring and realignment
activities and disruptions to our operations as a result of consolidation of our
operations; product defects or problems integrating our products with other
vendors' products; disruptions in the supply of certain key components or other
goods from our suppliers; our failure to accurately forecast component and raw
material requirements leading to excess inventories or delays in the delivery of
our products; production difficulties and product delivery delays or
disruptions; our exposure to medical device regulations, which may impede or
hinder the approval or sale of our products and, in some cases, may ultimately
result in an inability to obtain approval of certain products or may result in
the recall or seizure of previously approved products; potential penalties for
violating foreign, U.S. federal, and state healthcare laws and regulations;
changes in governmental regulations affecting our business or products; our
compliance, or failure to comply, with environmental regulations; our failure to
implement new information technology systems and software successfully; our
failure to realize the full value of our intangible assets; our exposure to the
credit risk of some of our customers and in weakened markets; our reliance on
third party distribution channels; being subject to U.S. federal income taxation
even though we are a non-U.S. corporation; changes in tax laws, and fluctuations
in our effective tax rates; any need for additional capital to adequately
respond to business challenges or opportunities and repay or refinance our
existing indebtedness, which may not be available on acceptable terms or at all;
our existing indebtedness limiting our ability to engage in certain activities;
volatility in the market price for our common shares; and our failure to
maintain appropriate internal controls in the future. Other important risk
factors that could affect the outcome of the events set forth in these
statements and that could affect the Company's operating results and financial
condition are discussed in Item 1A of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2020 under the heading "Risk Factors" as updated
in our other filings with the Securities and Exchange Commission. In this
Quarterly Report on Form 10-Q, the words "anticipates," "believes," "expects,"
"intends," "future," "could," "estimates," "plans," "would," "should,"
"potential," "continues," and similar words or expressions (as well as other
words or expressions referencing future events, conditions or circumstances)
identify forward-looking statements. Readers should not place undue reliance on
any such forward-looking statements, which speak only as of the date they are
made. Management and the Company disclaim any obligation to publicly update or
revise any such statement to reflect any change in its expectations or in
events, conditions, or circumstances on which any such statements may be based,
or that may affect the likelihood that actual results will differ from those
contained in the forward-looking statements, except as required under applicable
law.

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Accounting period

The interim financial statements of Novanta Inc. and its subsidiaries
(collectively referred to as the "Company", "we", "us", "our") 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.

Company presentation

We are a leading global supplier of core technology solutions that give medical
and advanced industrial original equipment manufacturers ("OEMs") a competitive
advantage. We combine deep proprietary technology expertise and competencies in
photonics, vision and precision motion with a proven ability to solve complex
technical challenges. This enables us to engineer core components and
sub-systems that deliver extreme precision and performance, tailored to our
customers' demanding applications.

Segments to be declared

We operate in three segments to present: photonics, vision and precision movement. The sectors to be presented and their main activities are as follows:

Photonics

Our 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

Our Vision segment designs, manufactures and markets a range of medical grade
technologies, including medical insufflators, pumps and related disposables;
visualization solutions; wireless, recorder and video integration technologies
for operating room integrations; optical data collection and machine vision
technologies; radio frequency identification ("RFID") technologies; thermal
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 movement

Our Precision Motion segment designs, manufactures and markets optical and
inductive encoders, precision motor and motion control sub-assemblies, servo
drives, 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.

End Markets

We mainly operate in two end markets: the medical market and the advanced industrial market.

Medical Market

For the nine months ended October 1, 2021, the medical market accounted for
approximately 53% of our revenue. Revenue from our products sold to the medical
market is generally affected by hospital and other healthcare provider capital
spending, growth rates of surgical procedures, changes in regulatory
requirements and laws, aggregation of purchasing by healthcare networks, changes
in technology requirements, timing of OEM customers' product development and new
product launches, changes in customer or patient preferences, and general
demographic trends.

Advanced industrial market

For the nine months ended October 1, 2021, the advanced industrial market
accounted for approximately 47% of our revenue. Revenue from our products sold
to the advanced industrial market is affected by a number of factors, including
changing technology requirements and preferences of our customers, productivity
or quality investments in a manufacturing environment, financial

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condition of our customers, changes in regulatory requirements and laws, and
general economic conditions. We believe that the Purchasing Managers Index (PMI)
on manufacturing activities specific to different regions around the world may
provide an indication of the impact of general economic conditions on our sales
into the advanced industrial market.

Strategy

Our strategy is to generate sustainable and profitable growth through short and long term initiatives, including:

• disciplined focus on our diversified business model of providing

components and subsystems to long-life OEM customer platforms in

attractive, leading edge medical and industrial niche markets;

• improve our mix of activities to increase medical sales as a percentage of

total turnover by:

– the introduction of new products intended for attractive medical applications,

            such as minimally invasive and robotic surgery, ophthalmology, patient
            monitoring, drug delivery, clinical laboratory testing and life
            science equipment;


        -   deepening our key account management relationships with and driving
            cross selling of our product offerings to leading medical equipment
            manufacturers; and


  - pursuing complementary medical technology acquisitions;


     •  increasing our penetration of high growth advanced industrial

applications, such as laser material processing, robotics, laser additives

manufacturing, automation and metrology, working closely with OEMs

customers to launch application-specific products that closely match the

        requirements of each application;


     •  broadening our portfolio of enabling proprietary technologies and

capabilities through increased investment in new product development, and

investments in application development to further penetrate

        customers, while expanding the applicability of our solutions to new
        markets;

• expand our product and service offerings through the acquisition of

        innovative and complementary technologies and solutions in medical and
        advanced industrial technology applications, including increasing our

recurring revenue streams such as services, parts and consumables;

  • expanding sales and marketing channels to reach new target customers;

• improve our existing operations to increase profit margins and improve

customer satisfaction through the implementation of lean production principles,

strategic sourcing at our main production sites; and optimize and

limit the growth of our fixed cost base; and

• attract, retain and develop world-class talent and motivation

employees.

Important events and updates

The acquisition of ATI Industrial Automation, Inc.

On August 30, 2021, we 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 $170.0 million, net of
cash acquired, and $51.9 million estimated fair value of contingent
consideration. The contingent consideration will be payable in 2022 based on
actual standalone ATI Adjusted EBITDA, as defined in the purchase and sale
agreement, for the fiscal year ending December 31, 2021. The initial cash
purchase price was financed with borrowings under our revolving credit facility
and cash available on hand. We expect that the addition of ATI will complement
and add intelligent technology solutions to further expand our position in
mission critical robotic applications. ATI will contribute to our operations and
growth within the Precision Motion reportable segment.

The acquisition of Schneider Electric Motion USA, Inc.

On August 31, 2021, we acquired 100% of the outstanding shares of Schneider
Electric Motion USA, Inc. ("SEM"), a Marlborough, Connecticut-based manufacturer
of integrated stepper motors and electronic controls for automation equipment
for a total purchase price of $115.1 million, net of cash acquired, subject to
customary working capital adjustment. The acquisition was financed with
borrowings under our revolving credit facility. We expect that the addition of
SEM will complement and expand our presence in life science applications and
solutions for industrial automation applications within the Precision Motion
reportable segment.

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Impact of COVID-19 on our business

In response to the COVID-19 pandemic, we have taken proactive, aggressive
actions to protect the health and safety of our employees. We established
steering committees at both the corporate level and at each of our major
facilities to provide leadership for and manage our COVID-19 risk mitigation
actions and countermeasures. We have provided frequent employee communications
that include guidance and updates to our employees with regards to COVID-19
safety procedures and status. We established rigorous safety measures in all of
our facilities, including implementing social distancing protocols, working from
home for those employees that do not need to be physically present on the
manufacturing floor or in our facilities to perform their work, reducing travel,
spreading production over more shifts, implementing temperature checks at the
entrances to our facilities, frequently disinfecting our workspaces, and
providing masks to those employees who must be physically present in our
facilities. We expect to continue these measures until we determine that the
COVID-19 pandemic is adequately contained for purposes of our business. In
connection with our COVID-19 remediation actions, we have incurred additional
costs to protect the health of our employees, including investments in
technologies and monitoring equipment and weekly testing of employees for
COVID-19 at certain locations. We expect such costs to continue to be
significant to our cost of operations. We may take further actions as government
authorities require or recommend or as we determine to be in the best interest
of our employees.

The outbreak has significantly increased economic and demand uncertainty. Even
as governmental restrictions are relaxed and economies gradually, partially or
fully, reopen, the ongoing economic impacts and health concerns associated with
COVID-19 may continue to affect customer demand and restrictions may resume.

Through October 1, 2021, we experienced some disruptions to our supply chain as
a result of the COVID-19 pandemic and the recent electronics and other material
shortages. We regularly monitor the manufacturing output of companies in our
supply chain. Disruptions to our suppliers or sub-suppliers caused by these
events could cause further challenges in our ability to obtain raw materials or
components required to manufacture our products, adversely affecting our
operations.

To mitigate the risk of any potential supply interruptions from the COVID-19
pandemic and the electronics and other material shortages, we are identifying
alternative suppliers and distributors, sourcing raw materials from different
supplier and distributor locations, modifying our designs to allow for
alternative components to be used without compromising quality, performance or
other requirements and taking other actions to ensure our supply of raw
materials. Despite of our mitigation actions, if certain suppliers cannot
produce a key part or component for us, or if the receipt of certain materials
is otherwise delayed, we may miss our scheduled shipment deadlines and our
relationship with customers may be harmed.

Additionally, restrictions on or disruptions of transportation, such as reduced
availability of air transports, port closures and backlogs, and increased border
controls or closures, have resulted in higher costs and delays, both for
obtaining raw materials from suppliers and for shipping finished products to
customers.

The COVID-19 pandemic and the recent electronics and other material shortages
have caused inflationary pressures on the market prices for certain of our parts
and primary raw materials as well as increases in the costs of freight,
packaging, energy and other consumables that are used in our manufacturing
processes. We have generally been able to offset increases in these costs
through various productivity and cost reduction initiatives, as well as
adjusting our selling prices to pass through some of these higher costs to our
customers; however, our ability to raise our selling prices depends on market
conditions and competitive dynamics. Given the timing of our actions compared to
the timing of these inflationary pressures, there may be periods during which we
are unable to fully recover the increases in our costs.

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Results of operations for the three and nine months ended October 1, 2021
Compared to the three and nine months ended October 2, 2020

The following table presents our unaudited operating results as a percentage of sales for the periods indicated:

                                            Three Months Ended              

Nine months ended

                                       October 1,        October 2,      October 1,       October 2,
                                          2021              2020            2021             2020
Revenue                                      100.0 %           100.0 %         100.0 %          100.0 %
Cost of revenue                               57.1              58.6            57.2             58.9
Gross profit                                  42.9              41.4            42.8             41.1
Operating expenses:
Research and development and
engineering                                    9.8              10.7            10.5             10.2
Selling, general and administrative           17.6              18.7            18.5             18.6
Amortization of purchased intangible
assets                                         2.3               2.5             2.2              2.3
Restructuring, acquisition, and
related costs                                  4.6               1.2             3.2              1.3
Total operating expenses                      34.3              33.1            34.5             32.4
Operating income                               8.6               8.3             8.3              8.8
Interest income (expense), net                (1.0 )            (1.2 )          (0.9 )           (1.1 )
Foreign exchange transaction gains
(losses), net                                  0.0              (0.1 )          (0.1 )           (0.0 )
Other income (expense), net                   (0.0 )            (0.0 )          (0.0 )            0.0
Income before income taxes                     7.6               7.0             7.4              7.6
Income tax provision (benefit)                (0.0 )             1.2             0.1              0.4
Consolidated net income                        7.7 %             5.8 %           7.2 %            7.2 %

Financial results overview

Total revenue of $177.7 million for the three months ended October 1, 2021
increased $34.8 million, or 24.3%, from the prior year period primarily due to
increased demand in the advanced industrial market related to microelectronics
and as a result of increases in industrial manufacturing spending as compared to
the 2020 period, which was impacted by COVID-19, as well as revenue from current
year acquisitions. The effect of our current year acquisitions resulted in an
increase in revenue of $11.1 million, or 7.7%. In addition, foreign currency
exchange rates positively impacted our revenue by $2.2 million, or 1.5%, for the
three months ended October 1, 2021.

Total revenue of $507.8 million for the nine months ended October 1, 2021
increased $64.7 million, or $14.6%, from the prior year period primarily due to
increased demand in the advanced industrial market related to microelectronics
and as a result of increases in industrial manufacturing spending as compared to
the 2020 period, which was impacted by COVID-19. The effect of our current year
acquisitions also resulted in an increase in revenue of $11.1 million, or 2.5%.
In addition, foreign currency exchange rates positively impacted our revenue by
$13.8 million, or 3.1%, for the nine months ended October 1, 2021.

Operating income of $15.3 million for the three months ended October 1, 2021
increased $3.4 million, or 28.7%, from the prior year period. This increase was
attributable to an increase in gross profit of $17.2 million primarily
attributable to higher revenue, partially offset by an increase in research and
development and engineering ("R&D") expenses of $2.2 million, selling, general
and administrative ("SG&A") expenses of $4.5 million and restructuring,
acquisition, and related charges of $6.4 million.

Operating income of $42.4 million for the nine months ended October 1, 2021
increased $3.5 million, or 9.1%, from the prior year period. This increase was
attributable to an increase in gross profit of $35.2 million primarily
attributable to higher revenue, partially offset by an increase in R&D expenses
of $8.1 million, SG&A expenses of $11.7 million and restructuring, acquisition,
and related charges of $10.9 million.

Basic earnings per common share ("Basic EPS") of $0.38 for the three months
ended October 1, 2021 increased $0.15 from the prior year period. Diluted
earnings per common share ("Diluted EPS") of $0.38 for the three months ended
October 1, 2021 increased $0.15 from the prior year period. The increases were
primarily attributable to an increase in operating income and a decrease in
income tax provision (benefit).

Basic EPS of $1.03 for the nine months ended October 1, 2021 increased $0.12
from the prior year period. Diluted EPS of $1.02 for the nine months ended
October 1, 2021 increased $0.13 from the prior year period. The increases were
primarily attributable to an increase in operating income and a decrease in
income tax provision.

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Returned

The following table presents the external revenues by segment to be presented for the periods indicated (in thousands of dollars):

                      Three Months Ended
                  October 1,       October 2,        Increase       Percentage
                     2021             2020          (Decrease)        Change
Photonics        $     55,263     $     46,394     $      8,869            19.1 %
Vision                 65,346           64,299            1,047             1.6 %
Precision Motion       57,117           32,236           24,881            77.2 %
Total            $    177,726     $    142,929     $     34,797            24.3 %




                       Nine Months Ended
                  October 1,       October 2,        Increase       Percentage
                     2021             2020          (Decrease)        Change
Photonics        $    176,113     $    149,337     $     26,776            17.9 %
Vision                196,429          198,047           (1,618 )          (0.8 )%
Precision Motion      135,291           95,741           39,550            41.3 %
Total            $    507,833     $    443,125     $     64,708            14.6 %


Photonics

Photonics segment revenue for the three months ended October 1, 2021 increased
by $8.9 million, or 19.1%, versus the prior year period, primarily due to
increased demand in the advanced industrial market as a result of increases in
industrial manufacturing spending as compared to the 2020 period, which was
impacted by COVID-19. Revenue was negatively impacted during the three months
ended October 1, 2021 due to temporary production shutdowns in our factories in
Taunton, U.K. and Suzhou, China.

Photonics segment revenue for the nine months ended October 1, 2021 increased by
$26.8 million, or 17.9%, versus the prior year period, primarily due to
increased demand in the advanced industrial market as a result of increases in
industrial manufacturing spending as compared to the 2020 period, which was
impacted by COVID-19.

Vision

Revenue for the Vision segment for the closed quarter October 1, 2021 increased by
$ 1.0 million, or 1.6%, compared to the same period last year, mainly due to an increase in demand for our medical products in the end market.

Vision segment revenue for the nine months ended October 1, 2021 decreased by
$1.6 million, or 0.8%, versus the prior year period, primarily due to a decrease
in revenue from our minimally invasive surgery ("MIS") products as a result of
continued deferrals of elective surgical procedures during the COVID-19
pandemic.

Precision movement

Precision Motion segment revenue for the three months ended October 1, 2021
increased by $24.9 million, or 77.2%, versus the prior year period, primarily
due to increased demand in advanced industrial and medical markets and $11.1
million of revenue contributions from the ATI and SEM acquisitions.

Precision Motion segment revenue for the nine months ended October 1, 2021
increased by $39.6 million, or 41.3%, versus the prior year period, primarily
due to increased demand in advanced industrial market as a result of an increase
in industrial manufacturing spending and $11.1 million of revenue contributions
from the ATI and SEM acquisitions.

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Gross profit and gross profit margin

The following table shows the gross profit and gross profit margin for each of our reportable segments for the periods indicated (in thousands of dollars):

                                               Three Months Ended                Nine Months Ended
                                          October 1,       October 2,       October 1,       October 2,
                                             2021             2020             2021             2020
Gross profit:
Photonics                                 $    25,311     $     20,166     $     83,014     $     65,725
Vision                                         24,763           24,586           76,132           75,676
Precision Motion                               27,743           15,011           64,694           42,753
Unallocated Corporate and Shared Services      (1,519 )           (658 )         (6,396 )         (1,902 )
Total                                     $    76,298     $     59,105     $    217,444     $    182,252
Gross profit margin:
Photonics                                        45.8 %           43.5 %           47.1 %           44.0 %
Vision                                           37.9 %           38.2 %           38.8 %           38.2 %
Precision Motion                                 48.6 %           46.6 %           47.8 %           44.7 %

Total                                            42.9 %           41.4 %           42.8 %           41.1 %

Gross profit and gross profit margin can be influenced by a number of factors including product line, prices, volume, manufacturing efficiency and utilization, raw material and manufacturing costs. subcontracted, commercial tariffs, transport costs, manpower, obsolescence of stocks and warranty expenses.

Photonics

Photonics segment gross profit for the three months ended October 1, 2021
increased $5.1 million, or 25.5%, versus the prior year period, primarily due to
an increase in both revenue and gross profit margin. Photonics segment gross
profit margin was 45.8% for the three months ended October 1, 2021, versus a
gross profit margin of 43.5% for the prior year period. The increase in gross
profit margin was primarily attributable to higher production volumes.

Photonics segment gross profit for the nine months ended October 1, 2021
increased $17.3 million, or 26.3%, versus the prior year period, primarily due
to an increase in both revenue and gross profit margin. Photonics segment gross
profit margin was 47.1% for the nine months ended October 1, 2021, versus a
gross profit margin of 44.0% for the prior year period. The increase in gross
profit margin was primarily attributable to higher factory utilization
associated with higher production volumes.

Vision

Vision segment gross profit for the three months ended October 1, 2021 increased
$0.2 million, or 0.7%, versus the prior year period. Vision segment gross profit
margin was 37.9% for the three months ended October 1, 2021, versus a gross
profit margin of 38.2% for the prior year period.

Vision segment gross profit for the nine months ended October 1, 2021 increased
$0.5 million, or 0.6%, versus the prior year period. Vision segment gross profit
margin was 38.8% for the nine months ended October 1, 2021, versus a gross
profit margin of 38.2% for the prior year period.

Precision movement

Precision Motion segment gross profit for the three months ended October 1, 2021
increased $12.7 million, or 84.8%, versus the prior year period, primarily due
to an increase in both revenue and gross profit margin. Precision Motion segment
gross profit margin was 48.6% for the three months ended October 1, 2021, versus
a gross profit margin of 46.6% for the prior year period. The increase in gross
profit margin was primarily attributable to higher factory utilization
associated with higher production volumes.

Precision Motion segment gross profit for the nine months ended October 1, 2021
increased $21.9 million, or 51.3%, versus the prior year period, primarily due
to an increase in both revenue and gross profit margin. Precision Motion segment
gross profit margin was 47.8% for the nine months ended October 1, 2021, versus
a gross profit margin of 44.7% for the prior year period. The increase in gross
profit margin was primarily attributable to higher factory utilization
associated with higher production volumes and favorable year over year
comparison due to higher inventory obsolescence in the prior year period.

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Unallocated enterprise and shared services

Unallocated corporate and shared services costs primarily represent costs of
corporate and shared services functions that are not allocated to the operating
segments. These costs for the three months ended October 1, 2021 increased by
$0.9 million versus the prior year period primarily due to COVID-19 testing
costs for employees of $0.4 million.

Unallocated general and shared service costs for the completed nine-month period
October 1, 2021 increased by $ 4.5 million compared to the period of the previous year, mainly due to the costs of COVID-19 testing for employees of $ 3.3 million.

Operating Expenses

The following table sets forth operating expenses for the periods noted (in
thousands):

                                            Three Months Ended                Nine Months Ended
                                       October 1,       October 2,       October 1,       October 2,
                                          2021             2020             2021             2020
Research and development and
engineering                            $    17,468     $     15,231     $     53,104     $     45,005
Selling, general and administrative         31,296           26,788           94,189           82,451
Amortization of purchased intangible
assets                                       4,139            3,533           11,300           10,388
Restructuring, acquisition, and
related costs                                8,120            1,687           16,485            5,591
Total                                  $    61,023     $     47,239     $    175,078     $    143,435

Research and development and engineering costs

R&D expenses are primarily comprised of employee compensation related expenses
and cost of materials for R&D projects. R&D expenses were $17.5 million, or 9.8%
of revenue, during the three months ended October 1, 2021, versus $15.2 million,
or 10.7% of revenue, during the prior year period. R&D expenses increased in
terms of total dollars primarily due to higher compensation related expense and
R&D expenses from current year acquisitions. R&D expenses decreased as a
percentage of revenue due to the timing of acquisitions.

R&D expenses were $53.1 million, or 10.5% of revenue, during the nine months
ended October 1, 2021, versus $45.0 million, or 10.2% of revenue, during the
prior year period. R&D expenses increased in terms of total dollars and as a
percentage of revenue primarily due to higher compensation related expenses.

Selling, general and administrative expenses

Selling, general and administrative ("SG&A") expenses include costs for sales
and marketing, sales administration, finance, human resources, legal,
information systems, and executive management functions. SG&A expenses were
$31.3 million, or 17.6% of revenue, during the three months ended October 1,
2021, versus $26.8 million, or 18.7% of revenue, during the prior year period.
SG&A expenses increased in terms of total dollars primarily due to higher
variable compensation expense as a result of the re-establishment of employee
bonus plans in 2021 and SG&A expenses from current year acquisitions. SG&A
expenses decreased as a percentage of revenue due to the timing of acquisitions.

SG&A expenses were $94.2 million, or 18.5% of revenue, during the nine months
ended October 1, 2021, versus $82.5 million, or 18.6% of revenue, during the
prior year period. SG&A expenses increased in terms of total dollars primarily
due to higher share-based compensation expense and higher variable compensation
expense as a result of the re-establishment of employee bonus plans in 2021.

Amortization of purchased intangible assets

Amortization of purchased intangible assets, excluding amortization of developed
technologies that is included in cost of revenue, was $4.1 million, or 2.3% of
revenue, during the three months ended October 1, 2021, versus $3.5 million, or
2.5% of revenue, during the prior year period. The increase, in terms of total
dollars was the result of more acquired intangible assets from current year
acquisitions.

Amortization of purchased intangible assets, excluding amortization of developed
technologies that is included in cost of revenue, was $11.3 million, or 2.2% of
revenue, during the nine months ended October 1, 2021, versus $10.4 million, or
2.3% of revenue, during the prior year period. The increase, in terms of total
dollars was the result of more acquired intangible assets from current year
acquisitions.

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Restructuring, acquisition and related costs

We recorded restructuring, acquisition, and related costs of $8.1 million during
the three months ended October 1, 2021, versus $1.7 million during the prior
year period. The increase in restructuring, acquisition, and related costs
versus the prior year period was primarily due to an increase in acquisition
costs related to current year acquisitions and restructuring costs related to
the 2020 restructuring plan.

We recorded restructuring, acquisition, and related costs of $16.5 million
during the nine months ended October 1, 2021, versus $5.6 million during the
prior year period. The increase in restructuring, acquisition, and related costs
versus the prior year period was primarily due to an increase in acquisition
costs related to current year acquisitions, restructuring costs related to the
2020 restructuring plan, and legal fees related to a dispute involving a company
we acquired in 2019.

Operating profit (loss) by segment

The following table presents the operating income (loss) by segment for the periods indicated (in thousands):

                                               Three Months Ended                Nine Months Ended
                                          October 1,       October 2,       October 1,       October 2,
                                             2021             2020             2021             2020
Operating Income (Loss)
Photonics                                 $     9,294     $      7,026     $     35,885     $     22,878
Vision                                          5,606            3,799           12,178           14,098
Precision Motion                               14,957            7,675           34,681           20,728

Unallocated corporate and shared services (14,582) (6,634)

    (40,378 )        (18,887 )
Total                                     $    15,275     $     11,866     $     42,366     $     38,817


Photonics

Photonics segment operating income was $9.3 million, or 16.8% of revenue, during
the three months ended October 1, 2021, versus $7.0 million, or 15.1% of
revenue, during the prior year period. The increase in operating income was
primarily due to an increase in gross profit of $5.1 million, partially offset
by an increase in restructuring charges of $2.3 million.

Photonics segment operating income was $35.9 million, or 20.4% of revenue,
during the nine months ended October 1, 2021, versus $22.9 million, or 15.3% of
revenue, during the prior year period. The increase in operating income was
primarily due to an increase in gross profit of $17.3 million, partially offset
by an increase in R&D spending of $1.5 million and restructuring, acquisition,
and related charges of $3.1 million.

Vision

Vision segment operating income was $5.6 million, or 8.6% of revenue, during the
three months ended October 1, 2021, versus $3.8 million, or 5.9% of revenue,
during the prior year period. The increase in operating income was primarily due
to a decrease in SG&A expenses of $0.5 million and restructuring, acquisitions,
and related charges of $1.2 million.

Vision segment operating income was $12.2 million, or 6.2% of revenue, during
the nine months ended October 1, 2021, versus $14.1 million, or 7.1% of revenue,
during the prior year period. The decrease in operating income was primarily due
to an increase in R&D spending of $3.6 million, partially offset by an increase
in gross profit of $0.5 million and a decrease in SG&A expenses of $1.0 million.

Precision movement

Precision Motion segment operating income was $15.0 million, or 26.2% of
revenue, during the three months ended October 1, 2021, versus $7.7 million, or
23.8% of revenue, during the prior year period. The increase in operating income
was primarily due to an increase in gross profit of $12.7 million, partially
offset by an increase in R&D spending of $1.7 million, SG&A expenses of $1.3
million and restructuring, acquisition, and related charges of $1.9 million.

Precision Motion segment operating income was $34.7 million, or 25.6% of
revenue, during the nine months ended October 1, 2021, versus $20.7 million, or
21.7% of revenue, during the prior year period. The increase in operating income
was primarily due to

                                       39
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an increase in gross profit of $21.9 million, partially offset by an increase in
restructuring, acquisition, and related charges of $3.4 million, R&D spending of
$3.0 million and SG&A expenses of $1.0 million.

Unallocated enterprise and shared services

Unallocated corporate and shared services costs primarily represent costs of
corporate and shared services functions that are not allocated to the operating
segments, including certain restructuring and most acquisition costs. These
costs for the three months ended October 1, 2021 increased by $7.9 million
versus the prior year period primarily due to costs related to COVID-19 testing
for employees of $0.4 million included in cost of revenue, an increase in SG&A
spending of $4.3 million primarily related to the re-establishment of employee
bonus plans in 2021, and an increase in restructuring, acquisition, and related
charges of $2.9 million.

Unallocated corporate and shared services costs for the nine months ended
October 1, 2021 increased by $21.5 million versus the prior year period
primarily due to costs related to COVID-19 testing for employees of $3.3 million
included in cost of revenue, an increase in SG&A spending of $12.4 million
primarily related to share-based compensation, the re-establishment of employee
bonus plans in 2021, and an increase in restructuring, acquisition, and related
charges of $4.6 million.

Other income and expenses

The following table sets forth other income and expense items for the periods
noted (in thousands):

                                             Three Months Ended                Nine Months Ended
                                        October 1,       October 2,       October 1,       October 2,
                                           2021             2020             2021             2020

Net interest income (expense) $ (1,710) $ (1,698) $

    (4,496 )   $     (5,077 )
Foreign exchange transaction gains
(losses), net                                    34             (136 )           (299 )           (164 )
Other income (expense), net                     (71 )            (14 )           (238 )             47


Interest Income (Expenses), Net

Net interest expense was $1.7 million for both the three months ended October 1,
2021 and the prior year period. The weighted average interest rate on our senior
credit facilities was 2.28% during the three months ended October 1, 2021,
versus 2.31% during the prior year period.

Net interest expense was $4.5 million for the nine months ended October 1, 2021,
versus $5.1 million in the prior year period. The decrease in net interest
expense was primarily due to a decrease in average debt levels and a decrease in
the weighted average interest rate on our senior credit facilities. The weighted
average interest rate on our senior credit facilities was 2.12% during the nine
months ended October 1, 2021, versus 2.37% during the prior year period.

Gains (losses) on foreign exchange transactions, net

Foreign exchange transaction gains (losses) were less than $0.1 million net gain
for the three months ended October 1, 2021, versus $(0.1) million net losses in
the prior year period.

Foreign exchange transaction gains (losses) were $(0.3) million net losses for
the nine months ended October 1, 2021, versus $(0.2) million net losses in the
prior year period.

Other Income (Expense), Net

Other net charges were minimal for the three and nine months ended October 1, 2021 and the three and nine months ended October 2, 2020.

Income tax provision (benefit)

Our effective tax rate for the three months ended October 1, 2021 was (0.6%),
versus 17.6% for the prior year period. Our effective tax rate of (0.6%) for the
three months ended October 1, 2021 differs from the Canadian statutory tax rate
of 29.0% primarily due to the mix of income earned in jurisdictions with varying
tax rates, estimated deductions for Foreign Derived Intangible Income, U.K.
patent box deductions, other tax credits, windfall tax benefits upon vesting of
certain share-based compensation awards and a release of uncertain tax position
reserves due to expiration of statutes of limitation, partially offset by an
increase in our valuation allowance.

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Our effective tax rate of 17.6% for the three months ended October 2, 2020
differs from the Canadian statutory tax rate of 29.0% primarily due to the mix
of income earned in jurisdictions with varying tax rates, estimated deductions
for Foreign Derived Intangible Income, U.K. patent box deductions and other tax
credits.

Our effective tax rate for the nine months ended October 1, 2021 was 2.0%,
versus 5.2% for the prior year period. Our effective tax rate of 2.0% for the
nine months ended October 1, 2021 differs from the Canadian statutory tax rate
of 29.0% primarily due to the mix of income earned in jurisdictions with varying
tax rates, estimated deductions for Foreign Derived Intangible Income, U.K.
patent box deductions, other tax credits, a release of uncertain tax positions
reserves, and windfall tax benefits upon vesting of certain share-based
compensation awards, partially offset by the revaluation of long term deferred
tax balances resulting from the U.K. corporate tax rate change during the period
and an increase in our valuation allowances. For the nine months ended October
1, 2021, the windfall tax benefits upon vesting of certain share-based
compensation awards had a benefit of 14.5% on our effective tax rate.

Our effective tax rate of 5.2% for the nine months ended October 2, 2020 differs
from the Canadian statutory tax rate of 29.0% primarily due to the mix of income
earned in jurisdictions with varying tax rates, estimated deductions for Foreign
Derived Intangible Income, U.K. patent box deductions, other tax credits,
windfall tax benefits upon vesting of certain share-based compensation awards
during the period, and a release of a portion of the valuation allowance on our
deferred tax assets in Canada. For the nine months ended October 2, 2020, the
windfall tax benefits upon vesting of certain share-based compensation awards
and the release of the valuation allowance had a benefit of 7.9% and 3.3%,
respectively, on our effective tax rate.

Liquidity and capital resources

We assess our liquidity in terms of our ability to generate cash to fund our
operating, investing, and financing activities. Our primary ongoing cash
requirements are funding operations, capital expenditures, investments in
businesses, and repayment of debt and related interest payments. Our primary
sources of liquidity are cash flows from operations and borrowings under our
revolving credit facility. We believe our future operating cash flows will be
sufficient to meet our future operating and capital expenditure cash needs for
the foreseeable future, including at least the next 12 months. The availability
of borrowing capacity under our revolving credit facility provides a potential
source of liquidity for any future capital expenditures and other liquidity
needs. In addition, we have the ability to expand our borrowing capacity by up
to $200.0 million by exercising the accordion feature under our revolving credit
agreement.  We may also seek to raise additional capital, which could be in the
form of bonds, convertible debt or preferred or common equity, to fund business
development activities or other future investing cash requirements, subject to
approval by the lenders in the Third Amended and Restated Credit Agreement.
There is no assurance that such capital will be available on reasonable terms or
at all.

Significant factors affecting the management of our ongoing cash requirements
are the adequacy of available bank lines of credit and our ability to attract
long term capital with satisfactory terms. The sources of our liquidity are
subject to all of the risks of our business and could be adversely affected by,
among other factors, risks associated with events outside our control, such as
the economic consequences of the COVID-19 pandemic, worsening supply chain
disruptions and electronics and material shortages, a decrease in demand for our
products, our ability to integrate current and future acquisitions,
deterioration in certain financial ratios, availability of borrowings under our
revolving credit facility, and market changes in general. See "Risks Relating to
Our Common Shares and Our Capital Structure" included in Item 1A of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2020.

Our ability to make payments on our indebtedness and to fund our operations may
be dependent upon the earnings and the distribution of funds from our
subsidiaries. Local laws and regulations and/or the terms of our indebtedness
restrict certain of our subsidiaries from paying dividends and transferring
assets to us. There is no assurance that the applicable laws and regulations
and/or the terms of our indebtedness will permit our subsidiaries to provide us
with sufficient dividends, distributions or loans when necessary.

As of October 1, 2021, $69.0 million of our $102.4 million cash and cash
equivalents was held by subsidiaries outside of Canada and the United States.
Generally, our intent is to use cash held in these foreign subsidiaries to fund
our local operations or acquisitions by those local subsidiaries and to pay down
borrowings under our Senior Credit Facilities (as defined below). Approximately
$171.6 million of our outstanding term loan and revolver borrowings under our
Senior Credit Facilities were held in our subsidiaries outside of Canada and the
United States. Additionally, we may use intercompany loans to address short-term
cash flow needs for various subsidiaries.

We deferred certain U.S. payroll tax payments in 2020 in accordance with relief
provisions under the CARES Act. As of October 1, 2021, we had $2.8 million in
such deferred U.S. payroll tax payments under the CARES Act. As permitted under
the CARES Act, we expect to pay half of the deferred U.S. payroll tax payments
by December 31, 2021 and the remaining half by December 31, 2022.

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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 may designate and issue one or
more series of preferred shares in order to raise additional capital. As of
October 1, 2021, no preferred shares had been issued and outstanding.

Senior credit facilities

In December 2019, we entered into the Third Amended and Restated Credit
Agreement, consisting of a $100.0 million U.S. dollar equivalent
euro-denominated 5-year term loan facility (approximately €90.2 million) and a
$350.0 million 5-year revolving credit facility (collectively, the "Senior
Credit Facilities"). The Senior Credit Facilities mature in December 2024 and
included an uncommitted "accordion" feature pursuant to which the commitments
under the revolving credit facility may be increased by an additional $200.0
million in aggregate, subject to certain customary conditions. The term loan
facility requires quarterly scheduled principal repayments of approximately €1.1
million beginning in March 2020 with the remaining principal balance due upon
maturity. We may make additional principal payments at any time, which will
reduce the next quarterly installment payment due. We may pay down outstanding
borrowings under our revolving credit facility with cash on hand and cash
generated from future operations at any time.

In March 2020, we 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.

As of October 1, 2021, we had $95.3 million term loan and $355.3 million
revolver borrowings outstanding under our Senior Credit Facilities. 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% and 1.25% per annum, determined
by reference to our 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 our
consolidated leverage ratio. In addition, we are 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 our consolidated leverage
ratio. As of October 1, 2021, we had outstanding borrowings under the Third
Amended and Restated Credit Agreement denominated in Euro and U.S. Dollars of
$171.6 million and $279.0 million, respectively.

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 feature. 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 Third Amended and Restated Credit Agreement contains various covenants that
we believe are usual and customary for this type of agreement, including a
maximum consolidated leverage ratio and a minimum consolidated fixed charge
coverage ratio (as defined in the Third Amended and Restated Credit Agreement).
The following table summarizes these financial covenants and our compliance
therewith as of October 1, 2021:

                                                  Requirement      Actual
Maximum consolidated leverage ratio                       3.50        2.64

Minimum consolidated fixed charge coverage ratio 1.50 13.23

Share buyback plans

Our Board of Directors may approve share repurchase plans from time to time.
Under these repurchase plans, shares may be repurchased at our discretion based
on ongoing assessment of the capital needs of the business, the market price of
our common shares, and general market conditions. Shares may also be repurchased
through an accelerated 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 we 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
our employees and directors, the plans do not obligate us 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. We expect to fund share repurchases through cash on
hand and cash generated from operations.

In October 2018, our 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

                                       42
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Rule 10b-18 under the Securities Exchange Act of 1934. We had $ 9.5 million
available for share buybacks under the 2018 Buyback Plan from October 1, 2021.

In February 2020, our 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. We expect that share repurchases will be made
under the 2020 Repurchase Plan after the 2018 Repurchase Plan is completed. No
shares have been repurchased under the 2020 Repurchase Plan to date.

Cash flow for the nine months ended October 1, 2021 and October 2, 2020

The following table summarizes our cash flows, cash and cash equivalents, and
unused and available funds under our revolving credit facility for the periods
indicated (in thousands):

                                                                  Nine Months Ended
                                                            October 1,        October 2,
                                                               2021              2020
Net cash provided by operating activities                  $     65,912     $        93,686
Net cash used in investing activities                      $   (302,140 )   $        (9,796 )
Net cash provided by (used in) financing activities        $    214,290     $       (57,195 )

                                                            October 1,       December 31,
                                                               2021              2020
Cash and cash equivalents                                  $    102,395    

$ 125,054
Unused and available funds under the revolving credit facility $ 139,712 $ 395,239


Operating Cash Flows

Cash provided by operating activities was $65.9 million for the nine months
ended October 1, 2021, versus $93.7 million for the prior year period. Cash
provided by operating activities for the nine months ended October 1, 2021
decreased from the prior year period primarily due to an increase in accounts
receivable and inventories due to increases in revenue and demand, and the $8.3
million payout of an acquisition earnout recorded as compensation, partially
offset by an increase in days payables outstanding and substantially no bonus
payout in 2021 as a result of the elimination of our 2020 annual bonus plan.

Cash provided by operating activities for the nine months ended October 2, 2020
was positively impacted by an increase in our inventory turnover ratio from 3.1
at December 31, 2019 to 3.3 at October 2, 2020 and a decrease in accounts
receivable, offset by a decrease in our days payables outstanding which
decreased from 53 days at December 31, 2019 to 44 days at October 2, 2020.
During the nine months ended October 2, 2020, we paid the 2019 annual employee
bonuses which had been accrued for as of December 31, 2019.

Investing cash flow

Cash used in investing activities was $302.1 million for the nine months ended
October 1, 2021, primarily driven by the ATI and SEM acquisitions. In connection
with these acquisitions, we paid cash consideration of $285.2 million (net of
cash acquired of $14.6 million) during the nine months ended October 1, 2021. We
also paid capital expenditures of $14.8 million and a contingent consideration
payment of $2.2 million related to our 2016 asset acquisition of video signal
processing and management technologies during the nine months ended October 1,
2021.

Cash used in investing activities was $9.8 million for the nine months ended
October 2, 2020, primarily related to capital expenditures of $7.2 million and a
contingent consideration payment of $2.6 million related to our 2016 asset
acquisition of video signal processing and management technologies.

We expect to use an aggregate of approximately $20 million to $22 million in
fiscal 2021 for capital expenditures related to investments in new property,
plant and equipment for our existing businesses.

Cash flow financing

Cash provided by financing activities was $214.3 million for the nine months
ended October 1, 2021, primarily due to $280.0 million of borrowings under our
revolving credit facility used to fund the cash considerations paid for the ATI
and SEM acquisitions, partially offset by $30.7 million of payroll tax payments
upon vesting of share-based compensation awards, $24.0 million of term loan

                                       43

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and revolver credit facility repayments, a $8.7 million payment for the purchase
of a building under a finance lease agreement, and $1.8 million of contingent
consideration payments related to acquisitions.

Cash used in financing activities was $57.2 million for the nine months ended
October 2, 2020, primarily due to $34.0 million in repayments of borrowings
under our Senior Credit Facilities, $8.3 million of payroll tax payments upon
vesting of share-based compensation awards, $5.8 million payments of deferred
and escrowed purchase price related to prior year acquisitions, $5.5 million of
repurchases of common shares, and $1.6 million of fees paid in connection with
the First Amendment to our Third Amended and Restated Credit Agreement.

Off-balance sheet provisions, contractual obligations

Contractual obligations

Our contractual obligations primarily consist of the principal and interest
payments associated with our Senior Credit Facilities, operating and finance
leases, purchase commitments, pension obligations, contingent considerations and
earn-outs. Such contractual obligations are described in our Management's
Discussion and Analysis of Financial Condition and Results of Operations and in
the Notes to Consolidated Financial Statements, each included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2020. Excluding the
estimated contingent considerations payments and non-cancellable inventory
purchase commitments from current year acquisitions, through October 1, 2021, we
have not entered into any other material new or modified contractual obligations
since December 31, 2020.

Off-balance sheet provisions

Through October 1, 2021, we have not entered into any other off-balance sheet
arrangements or material transactions with any unconsolidated entities or other
persons.

Critical accounting conventions and estimates

The critical accounting policies that we believe impact significant judgments
and estimates used in the preparation of our consolidated financial statements
presented in this periodic report on Form 10-Q are described in our Management's
Discussion and Analysis of Financial Condition and Results of Operations and in
the Notes to Consolidated Financial Statements, each included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2020. There have been
no material changes to our critical accounting policies and estimates through
October 1, 2021 from those disclosed in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2020.

Recent accounting positions

See note 1 of the consolidated financial statements.

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