What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-11-27 compared with 2023-11-21 · 802 added, 369 removed, 950 unchanged (55% of the section changed)

3 unchanged sentences

Consolidated Statements of Operations for the years ended September 30, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income for the years ended September 30, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended September 30, 2024, 2023 and 2022

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of Azenta, Inc.

and its subsidiaries (the “Company”) as of September 30, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended September 30, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the "Company") as of September 30, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of changes in stockholders’ equity and of cash flows for each of the three years in the period ended September 30, 2024, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2024 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date as the Company did not design and maintain effective controls related to the review of the statement of cash flows.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness referred to above is described in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A.

We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded B Medical Systems S.á r.l.

and its subsidiaries (“B Medical”) from its assessment of internal control over financial reporting as of September 30, 2023, because it was acquired by the Company in a purchase business combination during fiscal year 2023.

We have also excluded B Medical from our audit of internal

control over financial reporting.

B Medical is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 5% and 17%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 30, 2023.

Definition and Limitations of Internal Control over Financial Reporting

8 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of B Medical Systems S.

- Valuation of One Certain Completed Technology

As described in Notes 2 and 4 to the consolidated financial statements, on October 3, 2022, the Company acquired B Medical for a purchase price of $432.2 million including contingent consideration.

Of the acquired intangible assets, $100.6 million of completed technology was recorded, of which the majority was related to one certain completed technology.

The fair value of the intangible assets was estimated using the income approach, specifically the multi-period excess earnings method.

Significant judgment is used by management in determining fair value of assets acquired and liabilities assumed.

Fair value may be based on valuations that utilize among other factors, revenue growth rates, operating expenses, integration costs, obsolescence factor, and discount rate.

The principal considerations for our determination that performing procedures relating to the valuation of one certain completed technology acquired in the acquisition of B Medical is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the one certain completed technology;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, operating expenses, integration costs, obsolescence factor, and discount rate;

Goodwill Impairment Interim Assessments - B Medical Systems Reporting Unit

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $691.4 million as of September 30, 2024, and the goodwill associated with the B Medical Systems reporting unit was zero.

Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level.

An impairment loss is recognized for the amount by which the reporting unit’s carrying value exceeds its fair value, up to the total amount of goodwill allocated to the reporting unit.

Changes to the Company’s operating segments effective October 1, 2023 resulted in a change to the Company’s reporting units, which are aligned to the Company’s operating and reportable segments.

Management tested its reporting units for potential impairment immediately before and after the segment realignment and concluded that the estimated fair value of each reporting unit exceeded its respective carrying value.

The B Medical Systems reportable segment was allocated $109 million of goodwill as of October 1, 2023.

During the second quarter of fiscal year 2024, the Company concluded it was more likely than not the fair value of the Company’s B Medical Systems segment was less than its carrying amount and completed a quantitative goodwill impairment test.

The results of the Company’s quantitative goodwill impairment analyses as of March 31, 2024 indicated an impairment of all of the goodwill allocated within its B Medical Systems reporting unit.

The estimated fair value of the reporting unit was derived using the income approach, specifically the discounted cash flow method and reflect management’s assumptions regarding revenue growth rates, forecast gross profit margins, operating expenses, capital expenditures, discount rates, terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of its reporting units.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessments of the B Medical Systems reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the B Medical Systems reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, forecast gross profit margins, operating expenses, discount rates, and terminal period growth rates;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s

valuation of the completed technology acquired.

These procedures also included, among others (i) reading the purchase agreement;

(ii) testing management’s process for developing the fair value estimate of one certain completed technology acquired;

(iii) evaluating the appropriateness of the multi-period excess earnings method used by management;

(iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method;

and (v) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, operating expenses, integration costs, obsolescence factor, and discount rate.

Evaluating management’s assumptions related to revenue growth rates, operating expenses, and integration costs involved considering (i) the current and past performance of the B Medical business;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the B Medical Systems reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the B Medical Systems reporting unit;

(ii) evaluating the appropriateness of the discounted cash flow method used by management;

(iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow method;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, forecast gross profit margins, operating expenses, discount rates, and terminal period growth rates.

Evaluating management’s assumptions related to revenue growth rates, forecast gross profit margins, operating expenses, and terminal period growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the B Medical Systems reporting unit;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method and (ii) the reasonableness of the obsolescence factor and discount rate assumptions.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow method and (ii) the reasonableness of the assumptions related to the discount rates and terminal period growth rates.

/s/ PricewaterhouseCoopers LLP

8 unchanged sentences

Cash and cash equivalents

$ 310,929 $ 678,910

Short-term marketable securities

151,162 338,873

Accounts receivable, net of allowance for expected credit losses ($ 6,558 and $ 8,057 , respectively)

172,711 156,535

115,256 128,198

Derivative asset

1 unchanged sentence

Prepaid expenses and other current assets

80,680 98,754

Total current assets

832,807 1,418,956

Property, plant and equipment, net

202,654 205,744

Long-term marketable securities

49,454 111,338

Long-term deferred tax assets

Operating lease right-of-use assets

63,992 66,580

691,409 784,339

Intangible assets, net

248,030 294,301

$ 2,100,041 $ 2,885,720

Liabilities and stockholders' equity

1 unchanged sentence

Accounts payable

$ 44,433 $ 35,796

Deferred revenue

31,978 34,614

Accrued warranty and retrofit costs

10,129 10,223

Accrued compensation and benefits

30,713 33,911

Accrued customer deposits

22,324 17,707

Accrued VAT payable

1 unchanged sentence

Accrued expenses and other current liabilities

51,878 50,704

Total current liabilities

204,839 210,928

Long-term tax reserves

Long-term deferred tax liabilities

54,177 67,301

Long-term operating lease liabilities

58,792 60,436

Other long-term liabilities

12,868 12,175

Total liabilities

331,074 351,220

Stockholders' equity

2 unchanged sentences

Additional paid-in capital

Accumulated other comprehensive income (loss)

505,958 1,156,160

Accumulated other comprehensive loss

( 13,464 ) ( 62,426 )

Treasury stock, at cost - 13,461,869 shares at September 30, 2024 and September 30, 2023

( 200,956 ) ( 200,956 )

Retained earnings

1,476,839 1,641,009

Total stockholders' equity

1,768,967 2,534,500

Total liabilities and stockholders' equity

$ 2,100,041 $ 2,885,720

The accompanying notes are an integral part of these consolidated financial statements.

8 unchanged sentences

Selling, general and administrative

Impairment of goodwill and intangible assets

Contingent consideration - fair value adjustments

3 unchanged sentences

Other income (expense)

Interest income

Interest expense

Loss on extinguishment of debt

Interest income, net

Other income (expense), net

Loss before income taxes

2 unchanged sentences

Income (loss) from discontinued operations, net of tax

Net income (loss)

Basic net income (loss) per share:

Net (loss) income

Basic net (loss) income per share:

Loss from continuing operations

Income (loss) from discontinued operations, net of tax

Net income (loss) per share

Diluted net income (loss) per share:

(Loss) income from discontinued operations, net of tax

Net (loss) income per share

Diluted net (loss) income per share:

Loss from continuing operations

Income (loss) from discontinued operations, net of tax

Diluted net income (loss) per share

(Loss) income from discontinued operations, net of tax

Diluted net (loss) income per share

Weighted average shares used in computing net income (loss) per share:

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

Year Ended September 30,

Net income (loss)

Net (loss) income

$ ( 164,170 ) $ ( 14,257 ) $ 2,132,859

Other comprehensive income (loss), net of tax:

Foreign currency translation reclassification adjustments included in income from discontinued operations (Note 2)

— — ( 16,567 )

Net investment hedge currency translation adjustment, net of tax effects of $ 3,541 , $( 21,228 ), and $ 31,769 for the fiscal years 2024, 2023, and 2022 respectively

( 10,019 ) ( 61,533 ) 93,020

Foreign currency translation adjustments

Changes in unrealized gains (losses) on marketable securities, net of tax effects of $ 1,992 and $( 3,729 ) for the fiscal years 2023 and 2022, respectively

Actuarial gains, net of tax effects of $( 1 ), $( 121 ), and $( 77 ) for the fiscal years 2023, 2022, and 2021, respectively

54,278 77,246 ( 169,266 )

Changes in unrealized losses on marketable securities, net of tax effects of $( 1,667 ), $ 1,992 , and $( 3,729 ) for the fiscal years 2024, 2023, and 2022 respectively

4,872 5,774 ( 10,908 )

Actuarial gain (loss) on pension plans, net of tax effects of $ 57 , $( 1 ), and $( 121 ) for the fiscal years 2024, 2023, and 2022, respectively

( 169 ) 3 454

Total other comprehensive income (loss), net of tax

Comprehensive income

48,962 21,490 ( 103,267 )

Comprehensive (loss) income

$ ( 115,208 ) $ 7,233 $ 2,029,592

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

Cash flows from operating activities

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net (loss) income

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

Depreciation and amortization

Impairment of intangible assets

Impairment of goodwill and intangible assets

Property, plant and equipment and other asset write-offs

Inventory write-downs

Other non-cash charges related to restructuring and transformation

Stock-based compensation

4 unchanged sentences

Purchase accounting impact on inventory

(Gain) loss on disposals of property, plant and equipment

(Gain) loss on divestiture, net of tax

( 2,130,265 )

Loss (gain) on disposals of property, plant and equipment

Gain on divestiture, net of tax

Fees paid stemming from divestiture

6 unchanged sentences

Accrued compensation and tax withholdings

Other current assets and liabilities

Other assets and liabilities

Net cash provided by (used in) operating activities

2 unchanged sentences

Purchases of technology intangibles

Purchases of marketable securities

( 1,975,599 )

Purchases of marketable securities and other investments

Sales and maturities of marketable securities

Proceeds from divestiture, net of cash transferred

Adjustment to proceeds from divestiture

Net investment hedge settlement

Acquisitions, net of cash acquired

Settlement (issuance) of note receivables

Net cash provided by (used in) investing activities

Net cash provided by investing activities

Cash flows from financing activities

4 unchanged sentences

Withholding tax payments on net share settlements on equity awards

Stock repurchase

Share repurchases

Common stock dividends

7 unchanged sentences

Cash paid for income taxes, net

Purchases of property, plant and equipment included in accounts payable and accrued expenses

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets

Cash and cash equivalents of continuing operations

Cash and cash equivalents included in assets held for sale

Short-term restricted cash

Short-term restricted cash included in prepaid expenses and other current assets

Long-term restricted cash included in other assets

4 unchanged sentences

Comprehensive

Stockholders’

Income (Loss)

Stockholders’ Equity

Balance September 30, 2021

87,808,922 $ 878 $ 1,976,112 $ 19,351 $ ( 470,051 ) $ ( 200,956 ) $ 1,325,334

Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes

673,203 7 5,239 — — — 5,246

Stock-based compensation

— — 10,666 — — — 10,666

Common stock dividends declared, at $ 0.10 per share

— — — — ( 7,494 ) — ( 7,494 )

Unrealized gain on derivative asset, net of tax

— — — 93,020 — — 93,020

Foreign currency translation adjustments reclassed out of accumulated other comprehensive income related to discontinued operations

— — — ( 16,567 ) — — ( 16,567 )

Foreign currency translation adjustments

Actuarial gain (loss) arising in the year, net of tax

Net income (loss)

— — — ( 169,266 ) — — ( 169,266 )

Changes in unrealized losses on marketable securities, net of tax

— — — ( 10,908 ) — — ( 10,908 )

Actuarial gain on pension plans, net of tax

— — — 454 — — 454

— — — — 2,132,859 — 2,132,859

— — — — 42 — 42

Balance September 30, 2022

88,482,125 $ 885 $ 1,992,017 $ ( 83,916 ) $ 1,655,356 $ ( 200,956 ) $ 3,363,386

Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes

267,133 3 ( 1,371 ) — — — ( 1,368 )

Accelerated share repurchase

( 10,072,055 ) — — — — ( 501,637 ) ( 501,637 )

Open market repurchases

( 7,382,956 ) — — — — ( 342,400 ) ( 342,400 )

Retirement of treasury shares

— ( 175 ) ( 843,862 ) — — 844,037 —

Stock-based compensation

Common stock dividends declared, at $ 0.10 per share

Unrealized gain on derivative asset, net of tax

Foreign currency translation adjustments reclassed out of accumulated other comprehensive income related to discontinued operations

— — 9,376 — — — 9,376

Net investment hedge currency translation adjustment, net of tax

— — — ( 61,533 ) — — ( 61,533 )

Foreign currency translation adjustments

Changes in unrealized gains (losses) on marketable securities, net of tax

Actuarial gain (loss) arising in the year, net of tax

Net income (loss)

— — — 77,246 — — 77,246

Changes in unrealized losses on marketable securities, net of tax

— — — 5,774 — — 5,774

— — — — ( 14,257 ) — ( 14,257 )

Actuarial gain on pension plans, net of tax

— — — 3 — — 3

— — — — ( 90 ) — ( 90 )

Balance September 30, 2023

71,294,247 $ 713 $ 1,156,160 $ ( 62,426 ) $ 1,641,009 $ ( 200,956 ) $ 2,534,500

Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes

Accelerated share repurchase

255,683 3 3,277 — — — 3,280

2 unchanged sentences

Retirement of treasury shares

— ( 23 ) ( 667,946 ) — — 667,969 —

Stock-based compensation

— — 14,467 — — — 14,467

Net investment hedge currency translation adjustment, net of tax

— — — ( 10,019 ) — — ( 10,019 )

Foreign currency translation adjustments

Changes in unrealized gains (losses) on marketable securities, net of tax

Net income (loss)

Actuarial gain (loss) arising in the year, net of tax

— — — 54,278 — — 54,278

Changes in unrealized losses on marketable securities, net of tax

— — — 4,872 — — 4,872

— — — — ( 164,170 ) — ( 164,170 )

Actuarial loss on pension plans, net of tax

— — — ( 169 ) — — ( 169 )

Balance September 30, 2024

59,031,953 $ 590 $ 505,958 $ ( 13,464 ) $ 1,476,839 $ ( 200,956 ) $ 1,768,967

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

Nature of Operations

(“Azenta”, or the “Company”) is a leading global provider of sample exploration and management solutions for the life sciences industry.

The Company supports its customers from research and clinical development to commercialization with its sample management, automated storage, vaccine cold storage and transport, as well as genomic services expertise to help bring impactful therapies to market faster.

(“Azenta”, or the “Company”) is a leading global provider of biological and chemical compound sample exploration and management solutions for the life sciences industry.

The Company entered the life sciences market in 2011, leveraging its in-house precision automation and cryogenics capabilities that it was then applying in the semiconductor manufacturing market.

This led the Company to develop and provide solutions for automated ultra-cold storage.

Since then, the Company has expanded its life sciences offerings through internal investments and through a series of acquisitions.

The Company now supports its customers from research and clinical development to commercialization with its sample management, automated storage, vaccine cold storage and transport, as well as genomic services expertise to help its customers bring impactful and breakthrough therapies to market faster.

The Company understands the importance of sample integrity and offers a broad portfolio of products and services supporting customers at every stage of the life cycle of samples, including procurement, automated storage systems, genomic services and a multitude of sample consumables, informatics and data software, along with sample repository services.

The Company's expertise, global footprint, and leadership positions enable it to be a trusted global partner to pharmaceutical, biotechnology, and life sciences research institutions.

Discontinued Operations

10 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

Revisions to Previously Issued Financial Statements and Financial Information

In connection with the preparation of its fiscal year 2024 financial statements, the Company identified classification errors in its Consolidated Statement of Cash Flows for the year ended September 30, 2023 and the Condensed Consolidated Statements of Cash Flows for the interim periods ended March 31, 2023, June 30, 2023, December 31, 2023, March 31, 2024, and June 30, 2024.

Specifically, the Company’s historical classification of the effects of exchange rate changes on the Company’s foreign denominated cash and cash equivalent balances was misclassified between the effects of exchange rate changes on cash and cash equivalents and cash flows from operating activities in its Consolidated Statement of Cash Flows for the year ended September 30, 2023 and its Condensed Consolidated Statements of Cash Flows for the interim periods ended June 30, 2023, December 31, 2023, March 31, 2024, and June 30, 2024.

Additionally, the Company corrected for immaterial classification errors in between cash flows from operating activities, investing activities and financing activities, and supplemental disclosures for all revised periods.

The Company's Condensed Consolidated Statements of Cash Flows for the interim periods ended March 31, 2023, June 30, 2023, December 31, 2023, March 31, 2024, and June 30, 2024 have been revised and disclosed in Note 21, Revision of Previously Issued Unaudited Quarterly Information below.

The Company assessed the effect of the errors on prior periods under the guidance of Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No.

99, “Materiality,” codified in ASC 250, Accounting Changes and Error Corrections (“ASC 250” ).

Based on its assessment, the Company determined that the error correction is not material to any previously issued financial statements.

The correction has no impact on the Company's previously reported consolidated net income, financial position, net change in cash, cash equivalents, and restricted cash, or total cash, cash equivalents, and restricted cash as previously reported on the Company's Consolidated Statements of Cash Flows.

Revisions of Previously Issued Audited Financial Statements

As discussed above, the identified errors did not have a material impact on the previously issued financial statements for the year ended September 30, 2023.

The Company has determined it appropriate to revise the following financial statement line items in the Consolidated Statement of Cash Flows for the year ended September 30, 2023 ( in thousands):

Year ended September 30, 2023

Cash flows from operating activities

Accrued compensation and tax withholdings

$ ( 15,434 ) $ ( 3,621 ) $ ( 19,055 )

Other current assets and liabilities

( 26,944 ) ( 6,711 ) ( 33,655 )

Net cash provided by operating activities

$ 17,490 $ ( 10,332 ) $ 7,158

Cash flows from financing activities

Proceeds from issuance of common stock

$ - $ 3,621 $ 3,621

Net cash used in financing activities

$ ( 844,080 ) $ 3,621 $ ( 840,459 )

Effects of exchange rate changes on cash and cash equivalents

$ 37,955 $ 6,711 $ 44,666

Supplemental disclosures:

Purchases of property, plant and equipment included in accounts payable and accrued expenses

$ - $ 2,725 $ 2,725

The Company also added a supplemental disclosure of purchases of property, plant and equipment included in accounts payable and accrued expenses in the amount of $ 10.2 million to the Consolidated Statement of Cash Flows for the year ended September 30, 2022.

Use of Estimates

8 unchanged sentences

Significant judgment is used in determining fair values of assets acquired and liabilities assumed and contingent consideration, as well as identified intangible assets and their estimated useful lives.

Fair value and useful life determinations may be based on valuations that utilize among other factors, estimates of revenue growth rates, operating expenses, integration costs, obsolescence factors, future expected cash flows and discount rates attributable to completed

technology and other acquired intangible assets.

When estimating the assumptions to be used in the valuation, the Company includes a consideration of current industry information, market and economic trends, historical results of the acquired business, and other relevant factors.

2 unchanged sentences

Changes in the fair value of contingent consideration resulting from a change in the underlying inputs are recognized in results of operations until the arrangement is settled.

Foreign Currency Translation

Foreign Currency Translation and Transaction Accounting

All assets and liabilities of the Company’s subsidiaries operating in non-U.S.

dollar currencies are translated into the reporting currency at period-end exchange rates, while revenue, expenses, gains and losses are translated at the average exchange rates during the period.

Resulting translation adjustments are reflected in the “Accumulated other comprehensive income (loss)” in the Company’s Consolidated Balance Sheets and presented as “Foreign currency translation adjustments” in the Company’s Consolidated Statements of Comprehensive Income (Loss).

The determination of the functional currency of the Company’s subsidiaries is based on their financial and operational environment and is the local currency of the Company’s foreign subsidiaries.

Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency.

1 unchanged sentence

Net foreign currency transaction and remeasurement losses totaled $ 3.2 million, $ 4.2 million and $ 1.7 million for the fiscal years ended September 30, 2024, 2023 and 2022 , respectively.

The determination of the functional currency of the Company’s subsidiaries is based on their financial and operational environment and is the local currency of the Company’s foreign subsidiaries.

The subsidiaries’ assets and liabilities are translated into the reporting currency at period-end exchange rates, while revenue, expenses, gains and losses are translated at the average exchange rates during the period.

Gains and losses from foreign currency translations are recorded in “Accumulated other comprehensive income (loss)” in the Company’s Consolidated Balance Sheets and presented as “Foreign currency translation adjustments” in the Company’s Consolidated Statements of Comprehensive Income.

The semiconductor automation business had foreign operations which had a cumulative translation adjustment balance of $ 16.6 million at the date of disposal of this business.

This amount was removed from “Accumulated other comprehensive income (loss)” in the Company’s Consolidated Balance Sheet during the three months ended March 31, 2022, and included within the gain on the sale of the semiconductor automation business in “Income (loss) from discontinued operations, net of tax” in the Company’s Consolidated Statement of Operations.

As a result, the Company presented a $ 16.6 million reclassification adjustment in “Accumulated other comprehensive income (loss)” in the Company’s Consolidated Balance Sheet at September 30, 2022.

Derivative Financial Instruments

13 unchanged sentences

A cash flow hedge is a derivative instrument designated for the purpose of hedging the exposure to variability in future cash flows resulting from a particular risk.

If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in accumulated other comprehensive income (loss) and recognized in the results of operations when the hedged item affects earnings.

If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets and recognized in the results of operations when the hedged item affects earnings.

Ineffective portions of changes in the fair value of cash flow hedges are recognized in the results of operations.

A hedge of a net investment in a foreign operation is achieved through a derivative instrument designated for the purpose of hedging the exposure of changes in value of investments in foreign subsidiaries.

If the derivative is designated as a hedge of a net investment in a foreign operation, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income (loss) as a part of the foreign currency translation adjustment.

If the derivative is designated as a hedge of a net investment in a foreign operation, the effective portions of changes in the fair value of the derivative are recorded in “Accumulated other comprehensive income (loss)” as a part of the foreign currency translation adjustment.

Ineffective portions of net investment hedges are recognized in the results of operations.

6 unchanged sentences

The Company’s ten largest customers accounted for approximately 26 %, 30 % and 20 % of its consolidated revenue for the fiscal years ended September 30, 2024, 2023 and 2022 , respectively.

One customer accounted for more than 10% of the Company’s consolidated revenue for fiscal year 2023.

This customer is related to the Life Science Products segment and is a distributor shipping to end users in approximately 50 countries.

No customers accounted for more than 10% of the Company’s consolidated revenue for fiscal years 2022 and 2021.

One customer accounted for 10 % and 13 % of the Company’s consolidated revenue for fiscal years 2024 and 2023 , respectively.

This customer is related to the B Medical Systems segment and is a distributor shipping to end users in approximately 40 countries.

There were no customers that accounted for more than 10% of the Company's consolidated revenue for fiscal year 2022 .

Marketable Securities

6 unchanged sentences

The Company considers factors, such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer, the Company’s intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of its amortized cost basis.

If the Company believes that an other-than-temporary decline in

fair value has occurred, it writes down the investment to its fair value and recognizes the credit loss in earnings and the non-credit loss in accumulated other comprehensive income (loss).

If the Company believes that an other-than-temporary decline in fair value has occurred, it writes down the investment to its fair value and recognizes the credit loss in earnings and the non-credit loss in “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets.

Fair Value Measurement

25 unchanged sentences

Inventories are stated at the lower of cost or net realizable value determined on a first -in, first -out basis and include the cost of materials, labor and manufacturing overhead.

The Company reports inventories at their net realizable value

and provides reserves for excess, obsolete or damaged inventory based on changes in customer demand, technology and other economic factors.

The Company reports inventories at their net realizable value and provides reserves for excess, obsolete or damaged inventory based on changes in customer demand, technology and other economic factors.

Fixed Assets, Intangible Assets and Impairment of Long-lived Assets

23 unchanged sentences

10 - 15 years

Non-competition agreements

The Company has operating leases for real estate and non-real estate and finance leases for non-real estate.

2 unchanged sentences

Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.

As most of the Company’s leases do not provide an implicit rate, an

incremental borrowing rate is used based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

As most of the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised.

3 unchanged sentences

Fixed payments for non-lease components are combined with lease payments and accounted for as a single lease component which increases the amount of the ROU asset and liability.

The ROU asset for operating leases is included within “Other assets” and the ROU asset for finance leases is included within “Property, plant and equipment, net” in the Consolidated Balance Sheets.

The ROU asset for operating leases is included within “Operating lease right-of-use assets” and the ROU asset for finance leases is included within “Property, plant and equipment, net” in the Consolidated Balance Sheets.

The short-term lease liabilities for both operating leases and finance leases are included within “Accrued expenses and other current liabilities” in the Consolidated Balance Sheets.

46 unchanged sentences

Variable consideration is estimated at contract inception and included in the transaction price if it is probable that a subsequent change in the estimate would not result in a significant revenue reversal.

The period between transfer of control of the

performance obligations within a customer contract and timing of payment is generally within one year.

The period between transfer of control of the performance obligations within a customer contract and timing of payment is generally within one year.

As a result, the Company’s contracts typically do not include significant financing components.

23 unchanged sentences

Generally, the terms of long-term contracts provide for progress billings based on completion of milestones or other defined phases of work.

In certain instances, payments collected from customers in advance of recognizing the related revenue are recorded and presented as contract liabilities within “Deferred revenue” on the Company’s

Consolidated Balance Sheet.

Additionally, due to certain billing constraints within contracts, the customer may retain a portion of the contract price until completion of the contract.

11 unchanged sentences

If government assistance is received or is probable of receipt and the amount is determinable by the Company in advance of completion of the conditions, the government assistance is recognized in “Accrued expenses and other current liabilities” or “Other long-term liabilities” in the Consolidated Balance Sheets, as appropriate.

In fiscal year 2024 , approximately $ 2.1 million of government assistance was recognized in “Other, net” in the Company’s Consolidated Statement of Operations.

The Company also received advance cash government assistance of $ 1.4 million, which was recognized within “Other long-term liabilities” in the Consolidated Balance Sheet.

In fiscal year 2023, approximately $ 4.3 million of government assistance was recognized in “ Other, net ” and approximately $ 0.9 million was recognized as a reduction to “ Cost of Revenue – Products ” in the Company’s Consolidated Statement of Operations.

The Company also received advance cash government assistance of $ 6.6 million, of which $ 4.7 million is recognized within “Other long-term liabilities”, and $ 1.9 million is recognized within “Accrued expenses and other current liabilities” in the Consolidated Balance Sheet.

Furthermore, the Company anticipates receipt of $ 0.6 million of additional government assistance, recorded within “ Prepaid expenses and other current assets ” in the Consolidated Balance Sheet.

The Company also received advance cash government assistance in fiscal year 2023 of $ 6.6 million, of which $ 4.7 million is recognized within “Other long-term liabilities”, and $ 1.9 million is recognized within “ Accrued expenses and other current liabilities ” in the Consolidated Balance Sheet.

Research and Development Expense

1 unchanged sentence

Research and development costs consist primarily of personnel expenses related to development of new products, as well as enhancements and engineering changes to existing products and development of hardware and software components.

Restructuring Charges

Accounting for the timing and amount of termination benefits provided by the Company to employees is determined based on whether:

(a) the Company has a substantive plan to provide such benefits, (b) the Company has a written employment contract with the affected employees that includes a provision for such benefits, (c) the termination benefits are due to the occurrence of an event specified in an existing plan or agreement, or (d) the termination benefits are a one -time benefit.

In certain circumstances, employee termination benefits may meet more than one of the characteristics listed above and therefore, may have individual elements that are subject to different accounting models.

From time to time when executing a restructuring or exit plan, the Company also incurs costs other than termination benefits, such as impairments of long-lived assts that are no longer used in operations (including right-of-use assets, facility-related property and equipment) and termination costs or penalties to cancel a contractual obligation.

Such costs are recognized when incurred, which generally occurs at the contract termination or over the period from when a plan to abandon a leased facility is approved through the cease-use date but charges may continue over the remainder of the original contractual period.

Stock-Based Compensation

4 unchanged sentences

The Company makes estimates of stock award forfeitures and the number of awards expected to vest.

The Company considers many factors in developing forfeiture estimates, including

award types, employee classes and historical experience.

The Company considers many factors in developing forfeiture estimates, including award types, employee classes and historical experience.

Current estimates may differ from actual results and future changes in estimates.

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Net Income (Loss) per Share

Basic income or loss per share is determined by dividing net income by the weighted average common shares outstanding during the period.

Diluted income or loss per share is determined by dividing net income by diluted weighted average shares outstanding during the period.

Basic income or loss per share is determined by dividing net income or loss by the weighted average common shares outstanding during the period.

Diluted income or loss per share is determined by dividing net income or loss by diluted weighted average shares outstanding during the period.

Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares.

2 unchanged sentences

Recently Adopted Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting .

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848):

The ASUs provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.

The provisions of the ASUs were only available until December 31, 2022, when the reference rate replacement activity was expected to be completed.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848, extending the relief offered in this series of ASUs through December 31, 2024.

The Company adopted this guidance for the fiscal year ended September 30, 2023.

There is no significant accounting impact on the Company’s consolidated financial statements and related disclosures as a result of the adoption of these ASUs.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) – Disclosures by Business Entities about Government Assistance .

The amendment in this ASU requires disclosures to increase the transparency of transactions with a government accounted for by applying a grant or contribution accounting model by analogy, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements.

This ASU is effective for annual periods beginning after December 15, 2021.

The Company adopted this guidance for the fiscal year ended September 30, 2023 on a prospective basis .

The adoption of the ASU did not impact the Company’s recording or reporting of such amounts in the Company’s consolidated financial statements.

See “Government Assistance” for the required disclosures resulting from adoption of this ASU.

In June 2020, the FASB issued ASU No.

2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) .

This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

This ASU is effective for annual periods beginning after December 15, 2021.

The adoption of this ASU on October 1, 2022 did not have a material impact on the Company’s consolidated financial statements or disclosures.

In October 2023, the FASB issued Accounting Standards Update (“ASU”) 2023 - 06, Disclosure Improvements:

Codification Amendments in Response to the SEC ’ s Disclosure Update and Simplification Initiative .

The ASU aligns the requirements in FASB’s ASC with SEC regulations.

The effective date for each amendment is the date on which the SEC removal of the related disclosure requirement from Regulation S- X or Regulation S-K becomes effective, or if the SEC does not remove the requirement by June 30, 2027, the amendment will not become effective for any entity.

Early adoption is prohibited.

The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements or disclosures.

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures .

The ASU requires the disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures pertaining to significant segment expenses.

This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements.

The Company is currently evaluating the standard to determine the impact of adoption on its disclosures.

The Company does not expect that the standard will have an impact on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures .

The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information.

This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted.

The Company does not expect the adoption of this standard to impact its consolidated financial statements until fiscal year 2026.

In March 2024, the SEC issued final rules under SEC Release No.

33 - 11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors .

Effective fiscal year 2026, the Company is required to disclose climate-related risks that are reasonably likely to have a material impact on the Company’s business strategy, results of operations, or financial condition.

Additionally, the Company will be required to disclose the effects of severe weather events and other natural conditions within the notes to the financial statements, subject to certain materiality thresholds.

Effective fiscal year 2027, required disclosures will also include disclosure of material direct greenhouse gas emissions from operations owned or controlled (Scope 1 ) and material indirect greenhouse gas emissions from purchased energy consumed in owned or controlled operations (Scope 2 ).

In April 2024, the SEC issued an order voluntarily staying the effectiveness of the new rules pending the completion of judicial review of certain legal challenges to their validity.

The Company is currently evaluating the impact of these rules assuming adoption as well as monitoring the status of the related litigation and the SEC’s stay which remains in effect as of September 30, 2024.

In 2021, the Organization of Economic Cooperation and Development (“OECD”) introduced its Pillar II Framework Model Rules (“Pillar 2” ), which are designed to impose a 15% global minimum tax on the earnings of in-scope multinational corporations on a country-by-country basis.

Certain aspects of Pillar 2 took effect on January 1, 2024 while other aspects go into effect on January 1, 2025.

The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements as the Company does not expect to meet the consolidated revenue threshold of €750 million over the next twelve months.

Discontinued Operations

4 unchanged sentences

On February 1, 2022, the Company completed the sale of the semiconductor automation business for $ 2.9 billion in cash.

As part of the transaction, the Company recorded an $ 18.1 million liability related to retention bonuses and cash settled stock-based awards for former employees of the Company that were conveyed with the transaction.

The Company paid $ 0.6 million of these payments during the year ended September 30, 2022 and remitted the remaining payments to THL in November 2022, and THL directly paid the Company’s former employees.

Following the completion of the sale, the Company no longer serves the semiconductor market.

In connection with the closing of the sale, the Company and THL entered into a transition services agreement under which both the Company and THL provide each other certain transition services related to finance and accounting, information technology, human resources, compliance, facilities, legal and research and development support, for time periods ranging from three to 24 months .

In addition, the Company agreed to lease back a portion of the facilities in Chelmsford, Massachusetts, that were sold to THL as part of the sale agreement.

The leases are 24 months but may be terminated earlier by the Company upon 90 days ’ notice to THL.

As of September 30, 2023, one of the two original leases is still in effect.

The transition services and lease agreements approximate fair value and do not have a material impact on the Company’s financial results or operations.

As of September 30, 2024 , neither party was providing the other services under the transition services agreement and the two original leases were terminated.

The transition services approximated fair value and did not have a material impact on the Company’s financial results or operations.

During the twelve months ended September 30, 2023 , the Company recorded a $ 1.4 million loss on divestiture.

The following table presents the financial results of automation business discontinued operations with respect to the automation business (in thousands):

The following table presents the financial results of automation business discontinued operations with respect to the automation business (in thousands) for the twelve months ended September 30, 2022:

Year Ended September 30,

14 unchanged sentences

Year Ended September 30,

Depreciation and amortization

Capital expenditures

Stock-based compensation

There were no significant non-cash items and or capital expenditures related to discontinued operations in 2023.

There were no significant non-cash items and or capital expenditures related to discontinued operations during the fiscal years ended September 30, 2024 and 2023.

Business Combinations

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Founded in 2005, Ziath’s innovative 2D barcode readers are a key component of the laboratory automation workflow serving pharmaceutical, biotechnology and academic customers worldwide.

Ziath will enhance the Company’s offerings, which support the entire lifecycle of sample management from specimen collection to sample registration, storage and processing.

Ziath is expected to enhance the Company’s offerings, which support the entire lifecycle of sample management from specimen collection to sample registration, storage and processing.

The acquisition was completed at a purchase price of $ 16.0 million, net of cash acquired.

The acquired business is included in the Life Sciences Products segment.

The acquired business is included in the Sample Management Solutions segment.

The allocation of the consideration included $ 12.0 million of goodwill, $ 4.1 million of technology, $ 1.1 million of deferred tax liability, $ 0.6 million of customer relationships, $ 0.3 million of trademarks, and several other assets and liabilities.

The weighted average life of completed technology is 10 years, customer relationships is 13 years, and trademarks is 13 years.

The goodwill represents the Company’s ability to provide a differentiated technology enabling high throughput scanning of varied formats of consumables.

The goodwill is no t expected to be deductible for income tax purposes.

The goodwill represents the Company’s ability to provide differentiated technology enabling high throughput scanning of varied formats of consumables.

The goodwill is not expected to be deductible for income tax purposes.

The Company did not present pro forma financial information for its consolidated results of operations for the acquisition because such results are immaterial.

1 unchanged sentence

On October 3, 2022, the Company acquired B Medical Systems S.á r.l.

and its subsidiaries ("B Medical"), for a purchase price of $ 432.2 million including contingent consideration, which the Company estimated to be $ 17.0 million as of the measurement date.

B Medical is a market leader in temperature-controlled storage and transportation solutions that enables the delivery of life-saving treatments to more than 150 countries worldwide.

21 unchanged sentences

During the twelve months ended September 30, 2023 the Company recorded adjustments which resulted in a net increase to goodwill of $ 9.2 million since the initial preliminary purchase price allocation.

These adjustments include a $ 1.0 million decrease to property, plant and equipment, a $ 0.4 million increase to intangible assets, a $ 9.6 million decrease to other assets, a $ 2.3 million increase to inventory, a $ 0.8 decrease in other liabilities, and a $ 0.4 million decrease to deferred taxes.

These adjustments include a $ 1.0 million decrease to property, plant and equipment, a $ 0.4 million increase to intangible assets, a $ 9.6 million decrease to other assets, a $ 2.3 million increase to inventory, a $ 0.8 million decrease in other liabilities, and a $ 0.4 million decrease to deferred taxes.

The Company finalized purchase accounting for B Medical in the fourth quarter of fiscal year 2023 and there have been no adjustments to the purchase price allocation.

In performing the purchase price allocation, the Company considered, among other factors, the intended future use of acquired assets, and historical financial performance and estimates of future performance of B Medical’s business.

5 unchanged sentences

The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill.

Goodwill of $ 228.2 million largely reflects the potential expansion of the Company's cold chain capabilities in the Company’s Life Sciences Products segment by adding differentiated solutions for reliable and traceable transport of temperature-controlled specimens.

The goodwill is no t deductible for income tax purposes.

The following financial information reflects our consolidated results from B Medical (in thousands):

Goodwill of $ 228.2 million largely reflected the then potential expansion of the Company's cold chain capabilities by adding differentiated solutions for reliable and traceable transport of temperature-controlled specimens.

The goodwill is not deductible for income tax purposes.

The acquired intangible assets and goodwill are subject to review for impairment if indicators of impairment develop and otherwise at least annually.

See Note 8, Goodwill and Intangible Assets below for information about the impairment of this goodwill during the second quarter of fiscal year 2024.

The following financial information reflects the Company's consolidated results from B Medical (in thousands):

Year Ended September 30,

The Company incurred $ 4.9 million and $ 4.0 million in transaction costs recognized in earnings and presented within “Selling, general and administrative” in the Company’s Consolidated Statements of Operations related to the acquisition for fiscal years ending 2023 and 2022, respectively.

The following unaudited pro forma financial information reflects our consolidated results of operations as if the acquisition had taken place on October 1, 2021 (in thousands).

The unaudited pro forma financial information is not necessarily indicative of the results of operations that we would have reported had the transaction occurred at the beginning of these periods nor is it necessarily indicative of future results.

$ 83,125 $ 113,122

$ ( 142,637 ) $ ( 26,463 )

The results of the Company’s quantitative goodwill impairment analyses as of March 31, 2024 indicated an impairment of goodwill within its B Medical Systems reporting unit resulting in a non-cash impairment charge of $ 111.3 million recorded within "Impairment of goodwill and intangible assets" in the Company’s Consolidated Statements of Operations for fiscal year 2024.

The Company incurred $ 4.9 million in transaction costs recognized in earnings and presented within “Selling, general and administrative” in the Company’s Consolidated Statements of Operations related to the acquisition for fiscal year 2023.

The following unaudited pro forma financial information reflects the Company's consolidated results of operations as if the acquisition had taken place on October 1, 2021 ( in thousands).

The unaudited pro forma financial information is not necessarily indicative of the results of operations that the Company would have reported had the transaction occurred at the beginning of these periods nor is it necessarily indicative of future results.

Year Ended September 30,

$ 665,072 $ 672,151

Net income (loss)

To present our consolidated results of operations as if the acquisition had taken place on October 1, 2021, the unaudited pro forma earnings for the fiscal years ended 2023 and 2022 have been adjusted to exclude $ 5.3 million and include $ 23.2 million, respectively, of property, plant and equipment, inventory, and intangible asset step-up depreciation and amortization expense.

Non-recurring acquisition related items and significant GAAP adjustments in the fiscal years ending 2023 and 2022 exclude $ 3.6 million and include $ 4.9 million, respectively, of transaction costs, net.

Additional adjustments for fiscal year ended 2022 exclude $ 6.1 million of debt interest expense, include $ 1.1 million expense of capitalized research and development costs, and include a $ 6.4 million tax benefit adjustment.

$ ( 5,356 ) $ 2,111,185

To present the Company's consolidated results of operations as if the acquisition had taken place on October 1, 2021, the unaudited pro forma earnings for the fiscal years 2023 and 2022 have been adjusted to exclude $ 5.3 million and include $ 23.2 million, respectively, of property, plant and equipment, inventory, and intangible asset step-up depreciation and amortization expense.

Non-recurring acquisition related items and significant GAAP adjustments in the fiscal years 2023 and 2022 exclude $ 3.6 million and include $ 4.9 million, respectively, of transaction costs, net.

Additional adjustments for fiscal year 2022 exclude $ 6.1 million of debt interest expense, include $ 1.1 million expense of capitalized research and development costs, and include a $ 6.4 million tax benefit adjustment.

The pro forma financial information does not include any anticipated cost savings or other effects of the integration of B Medical.

2 unchanged sentences

Barkey Holding GmbH

On July 1, 2022 , the Company acquired Barkey Holding GmbH and its subsidiaries (“Barkey”), a leading provider of controlled-rate thawing devices for customers in the medical, biotechonlogy and pharmaceutical industries, head quartered in Leopoldshöhe, Germany.

The financial results for Barkey are included within the Life Sciences Products segment.

On July 1, 2022, the Company acquired Barkey Holding GmbH and its subsidiaries (“Barkey”), a leading provider of controlled-rate thawing devices for customers in the medical, biotechnology and pharmaceutical industries, headquartered in Leopoldshöhe, Germany.

The financial results for Barkey are included within the Sample Management Solutions segment.

The total cash purchase price of the acquisition was $ 84.8 million, net of cash acquired.

2 unchanged sentences

The weighted useful life of all the intangible assets acquired is 15 years.

The goodwill and intangibles are no t tax deductible.

The goodwill and intangibles are not tax deductible.

During the twelve months ended September 30, 2023 the Company recorded an adjustment which resulted in an increase to goodwill of $ 2.7 million since the initial preliminary purchase price allocation due to a $ 2.7 million increase to accrued liabilities.

The Company did not present pro forma financial information for its consolidated results of operations for the acquisition because such results are immaterial.

Acquisitions Completed in Fiscal Year 2021

Abeyatech LLC

On April 2, 2021 , the Company acquired Abeyatech LLC.

The Company has included the financial results of the acquired operations within the Life Sciences Products segment.

The purchase price includes $ 9.9 million cash payment and $ 9.4 million in contingent consideration, at present value, based on the acquired business’ performance for the

twelve-month period ending December 31, 2021, subject to customary working capital adjustments and other adjustments.

The acquisition enhances the breadth and depth of the Company’s offerings and expands its expertise in the Life Sciences Products segment.

The allocation of the consideration included $ 11.9 million of technology, $ 4.4 million of goodwill, and several other assets and liabilities for $ 3.0 million.

The weighted useful life of all the intangible assets acquired is 12 years .

The goodwill and intangibles are tax deductible.

During the three months ended March 31, 2022, the Company paid $ 10.0 million related to the contingent consideration recorded at the time of acquisition based on the achievement of business performance targets set forth in the purchase agreement.

The Company did not present pro forma financial information for its consolidated results of operations for the acquisition because such results are immaterial.

Trans-Hit Biomarkers, Inc.

On December 3, 2020 , the Company acquired Trans-Hit Biomarkers Inc.

(“THB”), a worldwide biospecimen procurement service provider based in Montreal, Canada.

THB has an extensive collection capability for biospecimens and clinical samples through a worldwide partner network of clinical sites and biobanks.

The total cash purchase price of the acquisition was approximately $ 15.1 million, net of cash acquired.

The acquisition enhances the breadth and depth of the Company’s offerings and expands its expertise in the Life Sciences Services segment.

The allocation of the consideration included $ 7.8 million of customer relationships, $ 9.3 million of goodwill, $ 2.4 million of deferred tax liabilities, and several other assets and liabilities.

The weighted useful life of all intangibles acquired is 11 years .

The Company has included the financial results of the acquired operations in the Life Sciences Services segment.

The goodwill and intangibles are no t tax deductible.

The Company did not present pro forma financial information for its consolidated results of operations for the acquisition because such results are immaterial.

Marketable Securities

During fiscal years 2023 and 2022, the Company had sales and maturities of marketable securities of $ 1.1 billion and $ 705.4 million, respectively.

Realized losses on the sale of marketable securities were $ 0.8 million for the fiscal year ended September 30, 2023, and realized gains on the sale of marketable securities were $ 0.2 million for the fiscal year ended September 30, 2022.

During fiscal years 2024 and 2023 , the Company had sales and maturities of marketable securities of $ 0.7 billion and $ 1.1 billion, respectively.

Realized gains on the sales of marketable securities were insignificant for the fiscal year ended September 30, 2024 and realized losses on the sales of marketable securities were $ 0.8 million for the fiscal year ended September 30, 2023 .

The following is a summary of the amortized cost and the fair value, including accrued interest receivable, as well as unrealized gains (losses) on the short-term and long-term marketable securities as of September 30, 2024 and 2023 (in thousands):

2 unchanged sentences

government agencies

$ 118,159 $ ( 119 ) $ 51 $ 118,091

Bank certificates of deposits

5,212 ( 13 ) 1 5,200

Corporate securities

Municipal securities

77,580 ( 255 ) — 77,325

$ 200,951 $ ( 387 ) $ 52 $ 200,616

September 30, 2023:

1 unchanged sentence

government agencies

$ 227,804 $ ( 2,573 ) $ — $ 225,231

Bank certificates of deposits

8,122 ( 170 ) — 7,952

Corporate securities

Municipal securities

221,155 ( 4,127 ) — 217,028

$ 457,081 $ ( 6,870 ) $ — $ 450,211

The fair values of the marketable securities by contractual maturities at September 30, 2024 are presented below (in thousands).

Due in one year or less

$ 151,510 $ 151,162

Due after one year through five years

45,654 45,667

Due after five years through ten years

1 unchanged sentence

Total marketable securities

$ 200,951 $ 200,616

Expected maturities could differ from contractual maturities because the security issuers may have the right to prepay obligations without prepayment penalties.

Unrealized losses from fixed-income securities are primarily attributable to changes in interest rates.

Management does not believe any unrealized losses represent impairments based on our evaluation of the available evidence.

The Company does not believe any unrealized losses represent impairments based on the evaluation of the available evidence.

Derivative Instruments

1 unchanged sentence

Year Ended September 30,

Realized gains (losses) on derivatives not designated as hedging instruments

Realized (losses) gains on derivatives not designated as hedging instruments

$ ( 2,808 ) $ ( 1,174 ) $ 991

The notional amounts of the Company’s derivative instruments as of September 30, 2024 and 2023 were as follows (in thousands):

3 unchanged sentences

Net Investment Hedge

$ 75,978 $ 436,360

Foreign exchange contracts

60,101 184,800

The fair value of derivative instruments are as follows at September 30, 2024 and 2023 (in thousands):

2 unchanged sentences

As of September 30,

Derivatives designated as hedging instruments

Cross-currency swap

$ — $ 13,036 $ ( 1,915 ) $ —

Derivatives not designated as hedging instruments

Foreign exchange contracts

$ 9 $ 44 $ ( 213 ) $ ( 421 )

Total fair value

$ 9 $ 13,080 $ ( 2,128 ) $ ( 421 )

Hedging Activities

3 unchanged sentences

The designated notional amount was $ 960.0 million, and the actual interest rate was 1.28 %.

The 1.28 % rate was in the range of the market value for that day and was the true interest rate on the notional amount.

The 1.28 % rate was in the range of the market value for February 1, 2022 and was the true interest rate on the notional amount.

The Company designated the cross-currency swap as a hedge of net investments against one of its Euro denominated subsidiaries requiring an exchange of the notional amounts at maturity.

At the maturity of the cross currency-swap on February 1, 2023, the Company delivered a notional amount of € 852.0 million and received a notional amount of $ 960.0 million at an USD/EUR exchange rate of 1.13 , which included realization of a gain of $ 29.3 million recorded in “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets.

At the maturity of the cross currency-swap on February 1, 2023, the Company delivered a notional amount of €852.0 million and received a notional amount of $ 960.0 million at a Euro to U.S.

dollar exchange rate of 1.13 , which included a gain of $ 29.3 million.

On February 1, 2023, the Company entered into another cross-currency swap agreement to hedge the variability of exchange rate impacts between the U.S.

1 unchanged sentence

Under the terms of the cross-currency swap agreement, the Company notionally exchanged $ 436.0 million for €400.0 million at a weighted average interest rate of 1.66 %.

The Company designated the cross-currency swap as a hedge of net investments against one of its Euro denominated subsidiaries, which requires an exchange of the notional amounts at maturity.

At the maturity of the cross currency-swap on February 1, 2024, the Company delivered a notional amount of €400.0 million and received a notional amount of $ 436.0 million at a Euro to U.S.

dollar exchange rate of 1.09 , which included a gain of $ 1.4 million.

On February 1, 2024, the Company entered into another cross-currency swap agreement to hedge the variability of exchange rate impacts between the U.S.

dollar and the Euro.

Under the terms of the cross-currency swap agreement, the Company notionally exchanged $ 76.0 million for €70.0 million at a weighted average interest rate of 1.44 %.

The Company designated the cross-currency swap as a hedge of net investments against one of its Euro denominated subsidiaries, which requires an exchange of the notional amounts at maturity on February 3, 2025.

Cross-currency swaps are marked to market at each reporting period, representing the fair values of the cross-currency swap and any changes in fair value are recognized as a component of “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets.

Interest earned on the cross-currency swap is recorded within “Interest income” in the Consolidated Statements of Operations.

For the fiscal years ended September 30, 2023 and 2022, the Company recorded “Interest income” of $ 8.9 million and $ 8.2 million, respectively, on this instrument.

The cross-currency swaps were recorded as a derivative liability within “Accrued expenses and other current liabilities” as of September 30, 2024 and a “Derivative asset” as of September 30, 2023 in the Consolidated Balance Sheets.

The cross-currency swap is marked to market at each reporting period, representing the fair value of the cross-currency swap, any changes in fair value are recognized as a component of “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets.

The cross-currency swap is classified within Level

2 of the fair value hierarchy, described in Note

Fair Value Measurements below.

Interest earned on the cross-currency swap is recorded within “Interest income, net” in the Consolidated Statements of Operations.

For the fiscal years ended September 30, 2024 and 2023 , the Company recorded interest income of $ 3.1 million and $ 8.9 million, respectively, on these instruments.

Property, Plant and Equipment

2 unchanged sentences

Buildings, land, and land use right

$ 47,330 $ 41,870

Computer equipment and software

45,353 38,623

Machinery and equipment

161,659 139,858

Furniture and fixtures

Leasehold improvements

59,834 52,670

Capital projects in process

27,122 33,915

Right-of-use asset

Property, plant and equipment, gross

356,895 320,620

accumulated depreciation and amortization

( 154,241 ) ( 114,876 )

Property, plant and equipment, net

$ 202,654 $ 205,744

Depreciation expense, which includes amortization expense on finance leases, was $ 37.5 million, $ 37.2 million and $ 21.9 million, respectively, for the fiscal years ended September 30, 2024 , 2023 , and 2022 .

1 unchanged sentence

As of September 30, 2024 and 2023 , the Company had cumulative capitalized direct costs of $ 32.8 million and $ 30.5 million, respectively, associated with the development of software for its internal use.

As of September 30, 2023,

this balance included $ 4.9 million associated with software still in the development stage included within "Property, plant and equipment, net"

in the accompanying Consolidated Balance Sheets.

As of September 30, 2024 , this balance included $ 5.1 million associated with software still in the development stage included within "Property, plant and equipment, net" in the accompanying Consolidated Balance Sheets.

During fiscal year 2024 , the Company capitalized direct costs of $ 2.4 million associated with the development of software for its internal use.

Goodwill and Intangible Assets

On April 1, 2023, in accordance with the Company’s policy, the Company performed the annual quantitative goodwill impairment test.

As of the annual impairment test date, the estimated fair value of the Life Sciences Services and Life Sciences Products reporting units exceeded their respective carrying values by approximately 24 % and 17 %, respectively.

The Company qualitatively evaluated goodwill for impairment during the remainder of fiscal 2023 and determined that there were no events or circumstances during the period to indicate an additional quantitative goodwill impairment assessment was required.

In the event of financial performance of the reporting units does not meet management’s expectations in the future, there is a change to the Company’s reportable segments, the Company experiences a prolonged macroeconomic or market downturn, declines in the Company’s stock price, or there are other negative revisions to key assumptions used in the DCF Method, the Company may be required to perform additional impairment analyses and could be required to recognize an impairment charge.

The following table sets forth the changes in the carrying amount of goodwill by reportable segment since September 30, 2021 (in thousands):

Life Sciences

The Company conducts an impairment assessment annually on April 1, or more frequently if impairment indicators are present.

As a result of this segment realignment, the Company allocated goodwill to the reporting units existing under the new organizational structure on a relative fair value basis as of October 1, 2023.

The Company estimated the fair values of the affected businesses based upon the present value of their anticipated future cash flows.

The Company's determination of fair value involved judgment and the use of significant estimates and assumptions.

The Company tested its reporting units for potential impairment immediately before and after the segment realignment and concluded that the estimated fair value of each reporting unit exceeded its respective carrying value.

As of October 1, 2023, the fair value of the B Medical Systems reporting unit exceeded its carrying value by approximately 5 percent.

During the second quarter of fiscal year 2024, as part of the Company’s routine long-term planning process, the Company assessed several events and circumstances that could affect the significant inputs used to determine the fair value of its reporting units, including updates to forecasted cash flows, the impact of the Company’s planned transformation initiatives and the overall change in the economic climate since its last impairment assessment in October 2023.

The Company concluded it was more likely than not the fair value of the Company’s B Medical Systems segment was less than its carrying amount resulting from the reduction in the Company’s anticipated revenue growth rates for the current and subsequent years as compared to prior projections.

As a result, the Company completed a quantitative goodwill impairment test for its reporting units in accordance with ASC 350, Intangibles – Goodwill as of March 31, 2024.

For the quantitative goodwill impairment analyses performed, the Company compared the estimated fair values of each of its reporting units to their respective carrying amounts.

The estimated fair values of each of the reporting units were derived using the income approach, specifically the DCF method.

The discounted cash flow models used in the DCF Method analysis reflected the Company’s assumptions regarding revenue growth rates, forecast gross profit margins, operating expenses, capital expenditures, discount rates, terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of its reporting units.

As part of the goodwill impairment test, the Company also considered its market capitalization and guideline public companies in assessing the reasonableness of the combined fair values estimated for its reporting units.

Goodwill impairment is measured as the excess of a reporting unit's carrying amount over its estimated fair value, not to exceed the carrying amount of goodwill for that reporting unit.

The results of the Company’s quantitative goodwill impairment analyses as of March 31, 2024 indicated an impairment of goodwill within its B Medical Systems reporting unit resulting in a non-cash impairment charge of $ 111.3 million recorded within " Impairment of goodwill and intangible assets " in its Condensed Consolidated Statements of Operations during the three months ended March 31, 2024.

The Company concluded that there was no impairment to goodwill for the Sample Management Solutions and Multiomics reporting units as of March 31, 2024 or the annual impairment testing date of April 1, 2024.

In the event the financial performance of any of the reporting units does not meet management’s expectations in the future, the Company experiences a prolonged macroeconomic downturn, or there are other negative revisions to key assumptions used in the DCF method used to value the reporting units, the Company may be required to perform additional impairment analyses with respect to such reporting units and could be required to recognize additional impairment charges.

The following table sets forth the changes in the carrying amount of goodwill by reportable segment that is consistent with the Company's operating segments effective October 1, 2023 ( in thousands):

Life Sciences Products Life Sciences Services Sample Management Solutions Multiomics B Medical Systems Total

Balance - September 30, 2022

$ 154,612 $ 359,011 $ — $ — $ — $ 513,623

242,789 — — — 242,789

Currency translation adjustments

27,903 24 — — — 27,927

Balance - September 30, 2023

$ 425,304 $ 359,035 $ — $ — $ — $ 784,339

Segment recast (1)

( 425,304 ) ( 359,035 ) 478,601 196,760 108,978 —

— — — — ( 111,317 ) ( 111,317 )

Currency translation adjustments

— — 16,048 — 2,339 18,387

Balance - September 30, 2024

$ — $ — $ 494,649 $ 196,760 $ — $ 691,409

Accumulated goodwill impairments, September 30, 2024

$ - $ - $ - $ - $ ( 111,317 ) $ ( 111,317 )

( 1 ) Changes to the Company’s operating segments effective October 1, 2023 resulted in a change to the Company’s reporting units.

As a result of this segment realignment, the Company allocated goodwill to the reporting units existing under the new organizational structure on a relative fair value basis as of October 1, 2023.

The components of the Company’s identifiable intangible assets as of September 30, 2024 and 2023 are as follows (in thousands):

1 unchanged sentence

September 30, 2023

$ 1,227 $ 1,227 $ — $ 1,226 $ 1,175 $ 51

Completed technology

224,487 82,736 141,751 215,430 56,021 159,409

Trademarks and trade names

6,988 3,133 3,855 6,630 1,445 5,185

Non-competition agreements

— — — 681 568 113

Customer relationships

289,821 187,397 102,424 290,800 161,257 129,543

Other intangibles

For further details regarding the increase in the goodwill and intangibles balances from September 30, 2022 to September 30, 2023, which were primarily a result of the B Medical and Ziath acquisitions, please refer to Note 4, Business Combinations .

683 683 — 869 869 —

$ 523,206 $ 275,176 $ 248,030 $ 515,636 $ 221,335 $ 294,301

For further details regarding the goodwill and intangible assets obtained from the B Medical and Ziath acquisitions, please refer to Note 4, Business Combinations .

During the second quarter of fiscal year 2024 , the Company discontinued its sample sourcing product offering (a product line within the Sample Management Solutions segment).

As a result, the Company recorded a $ 4.7 million impairment of intangible assets related to the sample sourcing business within “Impairment of goodwill and intangible assets” in its Condensed Consolidated Statements of Operations during the three months ended March 31, 2024.

Amortization expense for intangible assets was $ 51.3 million, $ 48.4 million, and $ 32.3 million, respectively, for the fiscal years ended September 30, 2024, 2023 and 2022 .

1 unchanged sentence

Restructuring

2024 Restructuring Plan

In the second quarter of fiscal year 2024 , the Company launched initiatives designed to optimize resources for future growth and improve efficiency across its organization.

The focus of the initiatives is to improve the Company’s profitability, which includes facilities consolidation, portfolio optimization, and organization structure simplification.

The Company expects to complete the activities included in these initiatives by the end of fiscal year 2026 .

As of the date of issuance of the financial statements for the fiscal year ended September 30, 2024, the Company has not identified restructuring actions related to these initiatives that will result in additional material charges.

The Company expects to identify additional actions as it further refines its plan, and the related initiatives in future periods will be recorded when specified criteria are met, including but not limited to, communication of benefit arrangements or when the costs have been incurred.

The majority of the restructuring expenses associated with the initiatives described above for the fiscal year ended September 30, 2024 are severance and related costs, operating lease related ROU asset abandonment, and fixed assets and other asset write-offs.

Of the total restructuring expenses in the fiscal year ended September 30, 2024, $ 5.3 million is related to B Medical Systems segment;

$ 3.2 million is related to Sample Management Solutions segment;

$ 3.3 million is the Company’s headquarters operating lease related ROU asset abandonment and corporate related severance costs.

2023 Cost Savings Plan

In the second and third quarters of 2023, the Company announced cost savings plans to position the Company to meet the needs of their customers and accelerate growth of the business.

In the second and third quarters of fiscal year 2023, the Company announced cost savings plans designed to position the Company to meet the needs of its customers and accelerate growth of the business.

The majority of the restructuring expenses for fiscal years 2023 and 2022 are related to severance and related costs.

Additional costs to complete these cost savings plans are expected to approximate $ 0.6 million.

Costs from these actions are expected to be fully realized by the end of calendar 2023.

Restructuring Reserve

The cost savings plans were completed and costs from the actions were fully realized by the end of the first quarter of fiscal year 2024.

The following table presents restructuring charges recognized for the fiscal years ended September 30, 2024 and 2023 (in thousands):

Year Ended September 30,

(In thousands)

Severance and related costs

$ 5,297 $ 4,577

Property, plant and equipment and other asset write-offs

ROU asset abandonment

Total restructuring charges

$ 11,808 $ 4,577

The following table sets forth the activity in the severance and related costs accruals for the fiscal years ended September 30, 2024 and 2023 (in thousands):

Year Ended September 30,

Balance at beginning of period

$ 1,011 $ 462

Provisions and adjustments

( 5,351 ) ( 4,028 )

Balance at end of period

The change in the accrual balance was primarily due to accruals offset by payments related to the separation of personnel due to reorganization and cost reduction efforts.

The Company has operating leases for real estate and non-real estate and finance leases for non-real estate in North America, Europe, and Asia.

$ 957 $ 1,011

The Company has operating and finance leases for real estate and other assets in North America, Europe, and Asia.

Non-real estate leases are primarily related to vehicles and office equipment.

Lease expiration dates range between 2024 and 2043.

The components of operating lease expense for fiscal years 2023 and 2022 were as follows (in thousands):

The components of lease expense for fiscal years 2024 and 2023 are as follows (in thousands):

Year Ended September 30,

Operating lease costs

$ 12,998 $ 12,435

Finance lease costs:

3 unchanged sentences

Total operating and finance lease costs

13,793 13,095

Variable lease costs

1 unchanged sentence

Total lease costs

$ 17,659 $ 18,266

Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate):

3 unchanged sentences

Operating lease right-of-use assets

$ 63,992 $ 66,580

Accrued expenses and other current liabilities

$ 9,718 $ 9,499

Long-term operating lease liabilities

58,792 60,436

Total operating lease liabilities

$ 68,510 $ 69,935

Finance Leases:

Property, plant and equipment, at cost

$ 5,557 $ 4,718

Accumulated amortization

( 3,694 ) ( 2,780 )

Property, plant and equipment, net

$ 1,863 $ 1,938

Accrued expenses and other current liabilities

1 unchanged sentence

Total finance lease liabilities

$ 2,166 $ 2,038

Weighted average remaining lease term (in years):

3 unchanged sentences

Operating leases

4.68 % 4.26 %

Finance leases

4.57 % 2.76 %

Supplemental cash flow information related to leases is as follows (in thousands):

2 unchanged sentences

Operating cash flows - operating leases

$ 13,242 $ 10,949

Operating cash flows - finance leases

2 unchanged sentences

Operating leases

$ 9,032 $ 15,038

Finance leases

Future lease payments for operating leases as of September 30, 2023 were as follows for the subsequent five fiscal years and thereafter (in thousands):

$ 808 $ 1,813

Future lease payments for operating leases as of September 30, 2024 are as follows for the subsequent five fiscal years and thereafter (in thousands):

Finance Leases

Operating Leases

$ 907 $ 12,661

Total future lease payments

Less imputed interest

( 155 ) ( 20,445 )

Total lease liability balance

As of September 30, 2023, in addition to the amounts disclosed above, the Company has lease commitments of approximately $ 4.2 million for leases where the Company has not taken possession of the underlying asset, and anticipates lease commencement in the first quarter of fiscal year 2024.

As such, the related ROU assets and lease liabilities have not been recognized in the Company’s Consolidated Balance Sheet as of September 30, 2023.

$ 2,166 $ 68,510

Supplementary Balance Sheet Information

2 unchanged sentences

Accounts receivable

$ 179,269 $ 164,592

Less allowance for expected credit losses

( 6,558 ) ( 8,057 )

Accounts receivable, net

$ 172,711 $ 156,535

The allowance for expected credit losses for the fiscal years ended September 30, 2024, 2023 and 2022 is as follows (in thousands):

1 unchanged sentence

Balance at beginning of period

$ 8,057 $ 5,162 $ 4,318

7,250 8,849 3,536

Payments received

( 7,455 ) ( 5,884 ) ( 2,278 )

Write-offs and adjustments

( 1,294 ) ( 70 ) ( 414 )

Balance at end of period

$ 6,558 $ 8,057 $ 5,162

The following is a summary of inventories at September 30, 2024 and 2023 (in thousands):

1 unchanged sentence

Raw materials and purchased parts

$ 57,230 $ 59,861

Work-in-process

Finished goods

48,908 56,937

Total inventories

$ 115,256 $ 128,198

The activity for excess and obsolete inventory reserves is as follows for the fiscal years ended September 30, 2024, 2023 and 2022 (in thousands):

1 unchanged sentence

Balance at beginning of period

$ 4,991 $ 4,082 $ 3,681

8,186 3,324 1,752

Inventory disposals and adjustments

( 3,022 ) ( 2,415 ) ( 1,351 )

Balance at end of period

$ 10,155 $ 4,991 $ 4,082

The activity for valuation allowance for deferred tax assets is as follows for the fiscal years ended September 30, 2024, 2023 and 2022 (in thousands):

1 unchanged sentence

Balance at beginning of period

$ 8,348 $ 5,927 $ 8,592

Charge to income tax provision (benefit)

37,677 1,137 1,337

Charged to other accounts

1,840 1,284 ( 4,002 )

Balance at end of period

$ 47,865 $ 8,348 $ 5,927

The following is a summary of product warranty and retrofit activity on a gross basis for the fiscal years ended September 30, 2024, 2023 and 2022 (in thousands):

1 unchanged sentence

Balance at beginning of period

$ 10,223 $ 2,890 $ 2,330

Adjustments for acquisitions and divestitures

Accruals for warranties during the year

2,736 8,198 2,438

Costs incurred during the year

( 2,830 ) ( 3,340 ) ( 2,132 )

Balance at end of period

Debt and Line of Credit

As of September 30, 2021, the Company had approximately $ 49.7 million of debt outstanding on a term loan.

On February 1, 2022, the Company completed the sale of its semiconductor automation business and utilized a portion of the proceeds from the sale to extinguish the outstanding balance of the term loan.

The Company also terminated its revolving line of credit which had no borrowings outstanding.

The Company recorded a loss on debt and line of credit extinguishment of $ 0.6 million.

During the fiscal years ended September 30, 2022 and 2021, the weighted average stated interest rate paid on all outstanding debt was 2.7 % and 2.8 %, respectively.

During the year ended September 30, 2022 and 2021, the Company incurred aggregate interest expense of $ 0.5 million and $ 1.7 million, respectively, in connection with the borrowings.

The deferred financing costs were accreted over the term of the loan using the effective interest rate method and are included in “Interest expense” in the accompanying Consolidated Statements of Operations.

$ 10,129 $ 10,223 $ 2,890

Stockholders ’ Equity

Share Repurchases

On November 4, 2022, the Company’s Board of Directors terminated the Company’s then existing $ 50.0 million share repurchase authorization and approved a new authorization to repurchase up to $ 1.5 billion of shares of the Company’s common stock from time to time through open market purchases or through privately negotiated transactions (including under an accelerated share repurchase (“ASR”) agreement), or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, subject to market and business conditions, legal requirements, and other factors.

The repurchase authorization can be discontinued at any time.

On November 23, 2022, the Company executed an ASR agreement (the “ASR Agreement”) with JPMorgan Chase Bank, National Association (the “Dealer”) to repurchase an aggregate of up to $ 500.0 million of the Company’s common stock .

Under the terms of the ASR Agreement, the Company made a payment of $ 500.0 million to the Dealer on November 28, 2022 and received an initial delivery of 6.1 million shares of common stock from the Dealer, representing approximately 70 % of the total shares of common stock that were expected to be repurchased under the ASR Agreement.

The final number of shares repurchased by the Company was based on the average of the daily volume-weighted average price of the Company’s common stock during the term of the ASR Agreement, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement.

The final settlement of the transactions under the ASR Agreement occurred in April 2023, and the Company received 4.0 million additional shares of common stock from the Dealer as of the settlement date.

The Company evaluated the nature of the forward contract aspect of the ASR Agreement and concluded equity classification was appropriate.

The shares of common stock repurchased by the Company under the ASR Agreement were retired, accounted for as a reduction to stockholders’ equity in the Consolidated Balance Sheets, and treated as a repurchase of common stock for purposes of calculating earnings per share as of the applicable settlement date.

After giving effect to the ASR Agreement, $ 1.0 billion of the amount authorized remained available for additional repurchases of the Company’s common stock.

Following the final termination of the ASR Agreement in April 2023, other arrangements commenced under which the Company expects to repurchase up to an additional $ 500.0 million shares of common stock in open market purchases, subject to market and business conditions, legal requirements, and other factors.

As of September 30, 2023, the Company has acquired 7.4 million shares of its common stock through open market purchases totaling $ 338.5 million (excluding fees, commissions, and excise tax) under these other arrangements.

These shares of common stock repurchased by the Company were retired, accounted for as a reduction to stockholders’ equity in the Consolidated Balance Sheets and treated as a repurchase of common stock for purposes of calculating earnings per share as of the applicable settlement dates.

On November 4, 2022, the Company's Board of Directors approved an authorization to repurchase up to $ 1.5 billion of the Company's common stock (the “2022 Repurchase Authorization”).

On November 23, 2022, pursuant to the 2022 Repurchase Authorization, the Company entered into an accelerated share repurchase (“ASR”) agreement for the repurchase of $ 500 million of its common stock.

Under this agreement, which settled April 3, 2023, the Company repurchased and retired 10.1 million shares of its common stock for $ 500 million.

In April 2023, other arrangements commenced under the 2022 Repurchase Authorization with the intent of repurchasing the remaining $ 1.0 billion of shares of the Company's common stock through open market repurchases.

As of September 30, 2024, the Company has repurchased and retired 19.9 million shares of common stock for $ 1.0 billion in open market repurchases.

Through the ASR agreement and open market repurchases, as of September 30, 2024, the Company has repurchased and retired 30.0 million shares of common stock for the full $ 1.5 billion approved under the 2022 Repurchase Authorization and no authorization is available for additional repurchases.

All shares repurchased under the 2022 Repurchase Authorization were retired, accounted for as a reduction to stockholders’ equity in the Consolidated Balance Sheets and treated as a repurchase of common stock for purposes of calculating earnings per share as of the applicable settlement dates.

Effective January 1, 2023, all corporate share repurchases are subject to a one percent excise tax on the value of the repurchase, net of share issuances, subject to certain exclusions.

1 unchanged sentence

government in 2022.

The Company accrued $ 5.0 million for excise tax related to share repurchases settled in fiscal 2023, which is considered an additional cost of the share repurchases and a reduction to stockholders’ equity in the Consolidated Balance Sheets.

The Company accrued $ 6.5 million for excise tax related to share repurchases settled in fiscal year 2024, which is considered an additional cost of the share repurchases and a reduction to stockholders’ equity in the Consolidated Balance Sheets.

Preferred Stock

7 unchanged sentences

Gains (Losses)

on Derivative asset

on Derivative

Balance at September 30, 2021

$ 20,139 $ ( 1 ) $ - $ ( 787 ) $ 19,351

Other comprehensive income (loss) before reclassifications

( 169,266 ) ( 10,908 ) 93,020 412 ( 86,742 )

Amounts reclassified from accumulated other comprehensive income (loss)

( 16,567 ) — — 42 ( 16,525 )

Balance at September 30, 2022

( 165,694 ) ( 10,909 ) 93,020 ( 333 ) ( 83,916 )

Other comprehensive income (loss) before reclassifications

77,246 5,774 ( 61,533 ) ( 104 ) 21,383

Amounts reclassified from accumulated other comprehensive income (loss)

— — — 107 107

Balance at September 30, 2023

( 88,448 ) ( 5,135 ) 31,487 ( 330 ) ( 62,426 )

Other comprehensive income (loss) before reclassifications

54,278 4,872 ( 10,019 ) ( 245 ) 48,886

Amounts reclassified from accumulated other comprehensive income (loss)

Balance at September 30, 2024

$ ( 34,170 ) $ ( 263 ) $ 21,468 $ ( 499 ) $ ( 13,464 )

Unrealized gains (losses) on available-for-sale marketable securities are reclassified from “Accumulated other comprehensive income (loss)” into results of operations at the time of the securities’ sale, as described in Note 5, Marketable Securities .

Amounts reclassified from accumulated other comprehensive income (loss) related to pension liability adjustments represent amortization of actuarial gains and losses.

Defined benefit pension plan curtailments are

recognized as reclassifications from accumulated other comprehensive income (loss) and corresponding reductions in pension liabilities and net pension cost.

Revenue from Contracts with Customers

3 unchanged sentences

Significant Business Line

Life Sciences Products, excluding B Medical

Sample Repository Solutions

Genomic Services

$ 254,552 $ 248,296 $ 250,937

Core Products (1)

196,732 192,061 199,230

Sample Repository Services

121,914 111,593 105,331

B Medical Systems

83,125 113,122 -

Total revenue

$ 656,323 $ 665,072 $ 555,498

( 1 ) Core Products are Automated Stores, Cryogenic Systems, Automated Sample Tube, Consumables and Instruments and Controlled Rate Thawing Devices.

Contract Balances

4 unchanged sentences

The Company determines the allowance for expected credit losses based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends, historical experience, and other information through the payment periods.

Accounts receivable, net were $ 156.5 million and $ 163.8 million at September 30, 2023 and September 30, 2022, respectively.

Accounts receivable, net were $ 172.7 million and $ 156.5 million at September 30, 2024 and 2023, respectively.

Contract Assets.

2 unchanged sentences

Contract assets are classified as current as they are expected to convert to cash within one year.

Contract asset balances which are included within “Prepaid expenses and other current assets” on the Company’s Consolidated Balance Sheet, were $ 24.2 million and $ 18.2 million at September 30, 2023 and September 30, 2022, respectively.

Contract asset balances which are included within “Prepaid expenses and other current assets” on the Company’s Consolidated Balance Sheet, were $ 29.2 million and $ 24.2 million at September 30, 2024 and 2023, respectively.

Revenue of $ 18.8 million recognized during the year ended September 30, 2024 and $ 15.8 million recognized during the year ended September 30, 2023 contributed to the contract asset balances at September 30, 2024 and 2023, respectively.

Contract Liabilities.

2 unchanged sentences

Contract liabilities are included within “Deferred revenue” on the Company’s Consolidated Balance Sheet.

Contract liabilities were $ 34.6 million and $ 39.7 million at September 30, 2023 and September 30, 2022, respectively.

Revenue recognized from the contract liability balance at September 30, 2022 was $ 34.9 million for the year ended September 30, 2023.

Contract liabilities were $ 32.0 million, $ 34.6 million, and $ 39.7 million at fiscal years ended September 30, 2024, 2023 and 2022 , respectively.

Revenue recognized from the contract liability balance at September 30, 2022 was $ 34.9 million for the year ended September 30, 2023 , and revenue recognized from the contract liability balance at September 30, 2023 was $ 27.8 million for the year ended September 30, 2024 .

Remaining Performance Obligations.

1 unchanged sentence

The aggregate amount of transaction consideration allocated to remaining performance obligations as of September 30, 2024 was $ 121.7 million.

The following table summarizes when the Company expects to recognize the remaining performance

obligations as revenue, the Company will recognize revenue associated with these performance obligations as transfer of control occurs (in thousands):

The following table summarizes when the Company expects to transfer control of the remaining performance obligations and recognize the corresponding revenue (in thousands):

As of September 30, 2024

2 unchanged sentences

Remaining performance obligations

$ 92,130 $ 29,581 $ 121,711

Cost to Obtain and Fulfill a Contract

1 unchanged sentence

These amounts primarily relate to sales commissions and are being amortized over a 60 -month period, which represents the average period of contract performance.

The Company capitalized $ 0.5 million and $ 0.7 million of sales commissions during the fiscal years ended September 30, 2023 and 2022, respectively.

The capitalized sales commissions were $ 0.4 million and $ 0.5 million at September 30, 2024 and 2023 , respectively.

All other sales commissions incurred during the reporting period have been expensed as incurred.

2 unchanged sentences

Stock Based Compensation

The Company may issue options to eligible employees to purchase shares of the Company’s common stock, restricted stock units, and other equity incentives, which vest upon the satisfaction of a performance condition and/or service condition.

In addition, the Company issues common stock to participating employees pursuant to an employee stock purchase plan, and also issues common stock awards and deferred restricted stock units to members of its board of directors in accordance with its board of director compensation program.

In accordance with the 2020 Equity Incentive Plan, the Company may issue eligible employees options to purchase shares of the Company’s common stock, restricted stock units and other equity incentives, which vest upon the satisfaction of a performance condition and/or a service condition.

In addition, the Company issues common stock to participating employees pursuant to an employee stock purchase plan, and may issue common stock awards and deferred restricted stock units to members of its Board of Directors in accordance with its Board of Directors compensation program.

2020 Equity Incentive Plan

In accordance with the 2020 Equity Incentive Plan (the “2020 Plan”), the Company may grant (i) restricted stock and other stock-based awards, (ii) nonqualified stock options, and (iii) options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code.

In accordance with the 2020 Equity Incentive Plan (the “2020 Plan”), the Company may grant employees (i) restricted stock and other stock-based awards, (ii) nonqualified stock options, and (iii) options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code.

All employees of the Company or any affiliate of the Company, independent directors, consultants and advisors are eligible to participate in the 2020 Plan.

The 2020 Plan provides for the issuance of an aggregate of 2,800,000 shares of common stock, including 2,500,000 shares reserved for issuance pursuant to the 2020 Plan, and up to 300,000 additional shares which may be issued pursuant to the 2020 Plan if outstanding awards granted under the 2000 Plan or the 2015 Plan are forfeited, expire or are cancelled.

The 2020 Plan provides for the issuance of an aggregate of 2,800,000 shares of common stock, including 2,500,000 shares reserved for issuance pursuant to the 2020 Plan, and up to 300,000 additional shares which may be issued pursuant to the 2020 Plan if outstanding awards granted under the Company’s previous 2000 Plan or the Company’s previous 2015 Plan are forfeited, expire or are cancelled.

The following table reflects stock-based compensation expense recorded during the fiscal years ended September 30, 2024, 2023 and 2022 (in thousands):

1 unchanged sentence

Restricted stock units

$ 13,222 $ 8,027 $ 10,597

Employee stock purchase plan

1,245 1,349 1,846

Total stock-based compensation expense for continuing and discontinued operations

$ 14,467 $ 9,376 $ 12,443

Income tax benefit

( 2,025 ) ( 1,406 ) ( 1,929 )

Total compensation expense included in the statement of operations

$ 12,442 $ 7,970 $ 10,514

Restricted Stock Unit Activity

The following table summarizes restricted stock unit activity for the fiscal year ended September 30, 2023 (in thousands, except for weighted average grant-date fair value):

The following table summarizes restricted stock unit activity for the fiscal year ended September 30, 2024 :

(in thousands)

Outstanding as of September 30, 2023

718,954 $ 67.40

665,893 $ 55.15

( 182,895 ) $ 68.23

( 437,841 ) $ 61.94

Outstanding as of September 30, 2024

764,111 $ 59.65

The fair value of restricted stock units vested during fiscal years 2024 , 2023 and 2022 was $ 10.2 million, $ 14.8 million, and $ 66.9 million, respectively.

During fiscal years 2023, 2022 and 2021, the Company remitted $ 5.0 million, $ 25.2 million, and $ 9.8 million, respectively, collected from employees to satisfy their tax obligations as a result of share issuances.

As of September 30, 2024 , the future unrecognized stock-based compensation expense related to restricted stock units expected to vest is $ 19.1 million and is expected to be recognized over an estimated weighted average amortization period of 1.5 years.

Restricted stock units granted with performance goals may also have a required service period following the achievement of all or a portion of the performance goals.

The following table reflects restricted stock units and stock awards granted during fiscal years ended September 30, 2023, 2022 and 2021 (in thousands):

The following table reflects restricted stock units and stock awards granted during fiscal years ended September 30, 2024, 2023 and 2022 :

Year Ended September 30,

Time-based restricted stock units

282,268 311,609 120,066

Common stock awards

Performance-based restricted stock units

Among the total restricted stock units granted 98,783 shares were granted to the employees who belong to the discontinued operations in the year ended September 30, 2021, all of which were settled upon the sale of the discontinued operations.

No shares have subsequently been granted to employees who belong to the discontinued operations.

383,625 278,457 111,148

665,893 590,066 249,685

Time-Based Restricted Stock Unit Grants

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The criteria for performance-based awards are weighted and have threshold, target and maximum performance goals.

Performance-based restricted stock units may also have a required service period following the achievement of all or a portion of the performance goals.

Performance-based restricted stock unit awards granted in fiscal year 2024 , 2023 and 2022 allow participants to earn 100 % of restricted stock units if the Company’s performance meets or exceeds its target goal for each applicable financial metric, and up to a maximum of 200 % if the Company’s performance for such metrics meets or exceeds the maximum or stretch goal.

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Upon the third anniversary of each year’s restricted stock unit awards’ grant date, the Company’s Board of Directors determines the number of restricted stock units earned for participants who continue to meet the service requirements on the vest date.

In October 2023, the Company’s Board of Directors approved an amendment to the performance goals associated with the previously issued performance-based restricted stock units for all impacted employees, excluding members of the Company’s executive team.

The performance goals, as amended, are more reflective of the current macroeconomic environment and consideration toward employee retention in the competitive life sciences industry.

Before the amendment, the original performance goals were not expected to be satisfied.

Subsequent to the amendment, vesting became probable based on the forecasted achievement of the amended performance goals.

The amendment of these restricted stock units is treated as a modification with the total potential maximum compensation cost of $ 4.1 million recognized over the service period through November 2025.

The Company recorded expense of $ 1.2 million during the fiscal year ended September 30, 2024 related to the modified awards.

Awards Granted to the Board of Directors

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As of September 30, 2024 , 513,634 shares of common stock remain available for purchase under the 2017 Plan.

During the fiscal year ended September 30, 2023 and 2022, the Company issued 83,715 shares and 82,035 shares, respectively, under the Plan.

During the fiscal years ended September 30, 2024, 2023 and 2022 , the Company issued 72,787 shares, 83,715 shares, and 82,035 shares respectively, under the 2017 Plan.

Valuation Assumptions for an Employee Stock Purchase Plan

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Risk-free interest rate

5.3 % 5.2 % 1.7 %

47 % 57 % 49 %

Expected life

6 months 6 months 6 months

Dividend yield

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Cash equivalents

$ 157,990 $ 157,990 $ — $ —

Available-for-sale securities

198,616 37,584 161,032 —

Convertible debt securities

2,000 — — 2,000

Foreign exchange contracts

$ 358,615 $ 195,574 $ 161,041 $ 2,000

Net investment hedge

1,915 — 1,915 —

Foreign exchange contracts

Total liabilities

$ 2,128 $ — $ 2,128 $ —

As of September 30, 2023

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Cash equivalents

$ 525,952 $ 525,952 $ — $ —

Available-for-sale securities

450,211 85,949 364,262 —

Foreign exchange contracts

Net investment hedge

13,036 — 13,036 —

$ 989,243 $ 611,901 $ 377,342 $ —

Foreign exchange contracts

Total liabilities

$ 421 $ — $ 421 $ —

Cash Equivalents

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Matrix pricing is a mathematical technique used to value securities by relying on the securities’ relationship to other benchmark quoted prices.

Convertible Debt Securities

In the third quarter of fiscal year 2024, the Company purchased $ 2.0 million principal amount of convertible notes issued by a private company.

The convertible notes are loans to convert to an equity stake in the private company upon a predetermined conversion event.

The Company has elected the fair value option in accordance with ASC 825, Financial Instruments (“ASC 825” ) to record the convertible notes.

The fair value option under ASC 825 allows an entity to account for the entire financial instrument at fair value with subsequent changes in fair value recognized in earnings through the consolidated statements of operations at each reporting date.

The Company elected the fair value option methodology to account for the convertible notes because the Company believes it accurately reflects the value of the securities and embedded features in the financial instrument.

As of September 30, 2024 , the fair value of the convertible notes was $ 2.0 million and is included in “Short-term marketable securities” on the Consolidated Balance Sheets.

The fair value determination is based on unobservable inputs (Level 3 on the fair value hierarchy) which were based on the best information available in the circumstance, including transaction pricing, recent acquisition, and market participant assumptions.

The unobservable inputs used in the determination of the fair value of assets classified as Level 3 have an inherent measurement uncertainty that if changed could result in higher or lower fair value measurements of the assets as of the reporting date.

Foreign Exchange Contracts & Net Investment Hedge

Our foreign exchange contract assets and liabilities, and our net investment hedge assets are measured and reported at fair value using the market method valuation technique.

Our foreign exchange contract assets and liabilities, and our net investment hedge assets and liabilities are measured and reported at fair value using the market method valuation technique.

The inputs to this technique utilize current foreign currency exchange forward market rates published by third -party leading financial news and data providers.

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however, they are not based on actual transactions, so they are classified as Level 2.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, impairment indicators may subject goodwill and long-lived assets to fair value measurement on a nonrecurring basis.

As described in Note 8 , Goodwill and Intangible Assets, as of September 30, 2024, the Company estimated the fair value of its reporting units using the DCF Method.

Because the inputs to the valuation method are largely unobservable and reflect the Company’s own assumptions, goodwill and long-lived assets are classified as Level 3 .

Contingent Consideration Liability

The contingent consideration liability related to the acquisition of B Medical is measured and reported at fair value using the real options method based on the unobservable inputs that are significant to the fair value and classified with Level 3 of the fair value hierarchy.

The contingent consideration liability related to the acquisition of B Medical was measured and reported at fair value using the real options method based on the unobservable inputs that were significant to the fair value and classified with Level 3 of the fair value hierarchy.

The contingency was based on the acquired business’ performance through September 30, 2023.

Please refer to Note 4, Business Combinations for further details.

Changes in the fair value of contingent consideration resulting from a change in the underlying inputs are recognized in results of operations until the arrangement is settled.

This liability was revalued from $ 18.5 million as of December 31, 2022 to zero as of June 30, 2023, with the offset to the changes in fair value recorded in the Consolidated Statements of Operations.

There were no changes to the measurement of the contingent consideration liability in the fourth quarter.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

During fiscal year 2023 and 2022, the Company did not record any material fair value measurements for assets or liabilities on a nonrecurring basis.

The components of the income tax (benefit) expense from continuing operations for the fiscal years are as follows (in thousands):

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Current income tax (benefit) expense

$ 227 $ ( 599 ) $ ( 4,826 )

1,482 1,528 607

11,224 9,757 4,627

Total current income tax (benefit) expense

12,933 10,686 408

Deferred income tax (benefit) expense:

( 5,457 ) ( 18,684 ) ( 815 )

313 ( 402 ) ( 180 )

( 10,942 ) ( 9,150 ) 1,937

Total deferred income tax (benefit) expense

( 16,086 ) ( 28,236 ) 942

Income tax (benefit) expense

$ ( 3,153 ) $ ( 17,550 ) $ 1,350

The components of income (loss) from continuing operations before income taxes for the fiscal years are as follows (in thousands):

Year Ended September 30,

$ ( 46,093 ) $ ( 58,065 ) $ ( 39,392 )

( 121,230 ) 27,632 29,456

Loss before income taxes

$ ( 167,323 ) $ ( 30,433 ) $ ( 9,936 )

The differences between the income tax (benefit) expense on income (loss) from continuing operations and income taxes computed using the applicable U.S.

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Income tax benefit computed at federal statutory rate

$ ( 35,138 ) $ ( 6,331 ) $ ( 2,086 )

State income taxes, net of federal benefit

( 836 ) ( 851 ) ( 776 )

Foreign income taxed at different rates

( 6,160 ) ( 22 ) ( 1,182 )

Impact of investments in subsidiaries

( 22,583 ) ( 6,058 ) —

Nontaxable gain from acquisition earn-out liability reversal

— ( 3,959 ) —

Change in deferred tax asset valuation allowance

37,677 1,137 1,337

Impact of change in uncertain tax positions

36 ( 1,321 ) ( 358 )

Global intangible low taxed income, net of foreign tax credits

Impact of tax rate changes

( 46 ) ( 1,391 ) 1,531

1,563 1,598 ( 1,199 )

( 1,199 ) ( 1,434 ) ( 2,102 )

— 1,056 1,629

Other non-deductible expenses and other taxes

1,426 1,304 643

Impact of effective state tax rate change

Goodwill impairment

Research and development expense deduction

( 1,337 ) ( 1,278 ) ( 910 )

Income tax (benefit) expense

The Company recorded net deferred tax assets in the amount of $ 6.1 million related to its outside basis difference in a German subsidiary.

The benefit includes $ 8.1 million related to U.S.

foreign exchange losses on the future repatriation calculated at foreign exchange rates as of the balance sheet date.

This benefit is offset by $ 2.0 million of state income taxes, net of the federal benefit.

During the fourth quarter of fiscal year 2023, it became apparent that the basis difference with regard to $ 450 million of foreign cash maintained in the German subsidiary would reverse within the next twelve months based on significant capital needs.

$ ( 3,153 ) $ ( 17,550 ) $ 1,350

During the fiscal year 2024, the Company repatriated approximately $ 455.0 million of cash from its German subsidiary.

The Company recorded a net tax benefit in the amount of $ 3.2 million related to the repatriation.

The benefit included $ 5.2 million related to deductible U.S.

foreign exchange losses measured at the foreign exchange rate on the date of repatriation.

This benefit was offset by $ 2.0 million of state income taxes, net of federal benefit.

The tax provision impacts in fiscal year 2024 were offset by the reversal of the related deferred tax asset recorded in fiscal year 2023.

Additionally, during fiscal year 2024, the Company reversed $ 2.9 million of the deferred tax asset previously established due to changes in foreign exchange rates up to the repatriation date.

The impact was recorded against other comprehensive income.

During fiscal year 2024, the Company recorded a goodwill impairment charge related to the B Medical Systems segment.

This impairment charge is not deductible for tax purposes.

For tax purposes the Company has estimated that Azenta Luxembourg, the owner of B Medical Systems, would have a deductible impairment of its investment in the business, which is a significant component of the $22.6 million rate reconciliation benefit for “Impact of investments in subsidiaries” above.

This tax deduction puts Luxembourg into a valuation allowance position as it does not have sufficient taxable income to utilize the loss, therefore driving a significant increase in the valuation allowance.

The Company has not provided deferred income taxes on the outside basis differences of any other foreign subsidiary and maintains its general assertion of indefinite reinvestment regarding those subsidiaries and the remaining earnings of its German subsidiary as of September 30, 2024.

The remaining foreign earnings are expected to be reinvested in foreign operations and acquisitions.

Including the expected remittance noted previously, unremitted foreign earnings total approximately $ 1.3 billion.

The remaining foreign earnings total approximately $ 899.7 million as of September 30, 2024 and are expected to be reinvested in foreign operations and acquisitions.

The Company did not calculate estimated deferred tax liabilities on the remaining earnings because such calculations would not be practicable due to the complexity of its hypothetical calculation.

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Accruals and reserves not currently deductible

$ 10,314 $ 10,426

Federal, state and foreign tax credits

2 unchanged sentences

Lease liabilities

16,774 17,513

Capitalized research and development

2 unchanged sentences

Deferred tax assets

92,956 57,121

Depreciation and intangible amortization

( 82,732 ) ( 97,572 )

Right-of-use assets

( 15,662 ) ( 16,632 )

Other liabilities

( 605 ) ( 317 )

Net unrealized gain on hedging and investments

Deferred tax liabilities

( 98,999 ) ( 116,095 )

Valuation allowance

( 47,865 ) ( 8,348 )

Net deferred tax asset (liability)

The deferred tax assets on the balance sheets for September 30, 2023 and 2022 also include $ 0.6 million and $ 1.1 million deferred tax charge related to the company’s intercompany profit elimination, respectively.

$ ( 53,908 ) $ ( 67,322 )

The deferred tax assets on the balance sheets for September 30, 2024 and 2023 also include $ 0.6 million and $ 0.6 million deferred tax charges related to the company’s intercompany profit elimination, respectively.

ASC Topic 740 requires that all available evidence, both positive and negative, be considered in determining, based on the weight of that evidence, whether a valuation allowance is needed.

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The more negative evidence that exists, (a) the more positive evidence is necessary and (b) the more difficult it is to support a conclusion that a valuation allowance is not needed for some portion or the entire deferred tax asset.

A cumulative loss in recent years is considered a significant piece of negative evidence that is difficult to overcome in assessing the need for a valuation allowance.

The Company evaluates the realizability of its deferred tax assets by tax-paying component and assesses the need for a valuation allowance on an annual and quarterly basis.

The Company evaluates the profitability of each tax-paying component on a historical cumulative basis and a forward-looking basis in the course of performing this analysis.

After evaluating all the relevant positive and negative evidence, the Company is not recording any additional valuation allowance against deferred tax assets in the United States.

The Company is in a net deferred tax liability position and has sufficient future taxable income from the reversal of taxable temporary difference to offset the deductible temporary differences.

The Company continued to hold a United States valuation allowance related to the realizability of certain state tax credits and net operating loss carry-forwards.

The Company also maintains valuation allowances against net deferred tax assets in certain foreign tax-paying components as of the end of fiscal year 2023.

It is reasonably possible in future years that the Company may not generate sufficient taxable income to realize the benefit of the deferred assets and recording a valuation allowance may be necessary.

The Company has recognized pre-tax losses in the United States from continuing operations in recent years.

If the Company continues to recognize losses in the United States and uses those losses to offset the future taxable temporary differences, it may become necessary to record a valuation allowance against future losses.

The Company evaluates the realizability of its deferred tax assets and assesses the need for a valuation allowance on a quarterly basis.

The Company operates in numerous countries under many legal forms and, as a result, is subject to the jurisdiction of numerous domestic and foreign tax authorities.

The Company evaluates the profitability of its operations in each jurisdiction on a historic cumulative basis and on a forward-looking basis, while carefully considering carry-forward periods of tax attributes and ongoing tax planning strategies in assessing the need for the valuation allowance.

The Company has generated U.S.

pre-tax losses in recent years but has been in an overall U.S.

deferred tax liability position.

As of September 30, 2024, the Company is in a net U.S.

deferred tax asset position and considered whether the future taxable temporary differences are sufficient to offset future deductible temporary differences.

As a result, an additional valuation allowance was recorded against U.S.

federal and state deferred tax assets during fiscal year 2024.

After evaluating all the relevant positive and negative evidence, the Company has recorded a $ 5.6 million valuation allowance against deferred tax assets in the United States during the year.

The Company also maintains valuation allowances against net deferred tax assets in certain foreign jurisdictions totaling $ 40.2 million as of September 30, 2024.

A full valuation allowance was recorded in the Company's Luxembourg subsidiary related to the B Medical business during fiscal year 2024 in the amount of $ 29.5 million.

As of September 30, 2024 , the Company has tax-effected federal, state and foreign net operating loss carry-forwards of approximately $ 5.8 million, $ 1.6 million and $ 42.2 million, respectively.

The federal net operating loss carry-forwards expire at various dates through 2030.

The state of net operating loss carry-forwards will begin to expire in 2026.

The majority of the foreign net operating loss carryovers have an indefinite carry-forward in Germany.

The federal net operating losses carry forward indefinitely with the deductions limited to eighty percent of taxable income in any given year.

The state net operating loss carry-forwards will begin to expire in 2026.

Many of the foreign net operating loss carry-forwards have no limit in number of years, but some have deductions capped at a certain percent of taxable income.

The Company has performed studies to determine if there are any annual limitations on the federal net operating losses under Section 382 of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code.

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The benefits of the net operating losses that will expire before utilization have not been recorded as deferred tax assets in the accompanying Consolidated Balance Sheets.

Limitations on the current year use of net operating loss carryovers have also been recorded in the tax expense.

The Company maintains liabilities for unrecognized tax benefits.

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Balance at beginning of period

$ 298 $ 1,679 $ 2,006

Reductions from lapses in statutes of limitation

— ( 1,381 ) ( 327 )

Balance at end of period

$ 298 $ 298 $ 1,679

All of the unrecognized tax benefits for the fiscal year ended September 30, 2024 would impact the effective tax rate if recognized.

The Company recognizes interest related to unrecognized benefits as a component of the income tax (benefit) expense, of which $ 0.1 million, $ 0.0 million and $ 1.1 million, respectively, was recognized for the fiscal years ended September 30, 2023, 2022 and 2021.

The Company recognizes interest related to unrecognized benefits as a component of the income tax (benefit) expense which was not material for the fiscal years ended September 30, 2024, 2023 and 2022 .

The Company is subject to U.S.

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Based on the outcome of these examinations or the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in the Company’s Consolidated Balance Sheets.

The Company currently does not anticipate it is reasonably possible that the unrecognized tax benefits and accrued interest on those benefits will be reduced in the next 12 months.

The Company currently anticipates that it is reasonably possible that the unrecognized tax benefits and accrued interest on those benefits will be reduced by $ 0.3 million in the next 12 months due to statute of limitations expirations.

The unrecognized tax benefits would impact the effective tax rate if recognized.

Net Income (Loss) per Share

The calculations of basic and diluted net income (loss) per share and basic and diluted weighted average shares outstanding are as follows for the fiscal years ended September 30, 2023, 2022 and 2021 (in thousands, except per share data):

The following table shows the computation of basic and diluted loss (income) per share for the fiscal years ended September 30, 2024, 2023 and 2022 (in thousands, except per share data):

Year Ended September 30,

Loss from continuing operations

Income (loss) from discontinued operations, net of tax

Net income (loss)

Weighted average common shares outstanding used in computing basic income (loss) per share

Dilutive restricted stock units

Weighted average common shares outstanding used in computing basic and diluted income (loss) per share

Basic net income (loss) per share:

(Loss) income from discontinued operations, net of tax

Net (loss) income

Weighted average common shares outstanding used in computing basic (loss) income per share

Weighted average common shares outstanding used in computing diluted (loss) income per share

Basic net (loss) income per share:

Loss from continuing operations

Income (loss) from discontinued operations, net of tax

Basic net income (loss) per share

Diluted net income (loss) per share:

(Loss) income from discontinued operations, net of tax

Basic net (loss) income per share

Diluted net (loss) income per share:

Loss from continuing operations

Income (loss) from discontinued operations, net of tax

Diluted net income (loss) per share

Restricted stock units of 332,029 , 64,122 and 24,012 , respectively, during fiscal year 2023, 2022 and 2021 were excluded from the computation of diluted earnings per share as their effect would be anti-dilutive under the treasury stock method.

(Loss) income from discontinued operations, net of tax

Diluted net (loss) income per share

Segment and Geographic Information

Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and to assess performance.

The Company’s Chief Executive Officer is the Company’s chief operating decision maker.

The Company operates in two reportable segments:

the Life Sciences Products segment, and the Life Sciences Services segment.

These reportable segments also represent the Company’s operating segments.

The Company previously operated in three reportable segments, the Semiconductor Solutions Group segment, the Life Sciences Products segment, and the Life Sciences Services segment.

As discussed in Note 3, Discontinued Operations , the sale of the semiconductor automation business, which comprised the Semiconductor Solutions Group segment, was completed on February 1, 2022.

Historical information has been adjusted to reflect the new reportable segments.

The Company’s Life Sciences Products segment provides automated cold storage solutions for biological and chemical compound samples.

The Company’s storage systems provide reliable automation and sample inventory management at temperatures down to -190°C and can store anywhere from one to millions of samples.

The Company’s sample management solutions include consumable vials and tubes, polymerase chain reaction, plates, instruments for supporting workflows, and informatics.

This portfolio provides customers with a high level of sample quality, security,

availability, intelligence, and integrity throughout the lifecycle of samples providing customers with complete end-to-end “cold chain of custody” capabilities.

The Company also provides controlled rate thawing devices and transportation solutions that enable the delivery of life-saving treatments for customers in the medical, biotechnology and pharmaceutical industries adding differentiated solutions for reliable and traceable transport of temperature-sensitive samples.

The Company also provides vaccine cold storage and transport, as well as 2D barcode readers for life sciences applications.

The Company’s Life Sciences Services business is a leading provider of solutions addressing the many needs of customers in genomic analysis and the management and care of biological samples used in pharmaceutical, biotechnology, healthcare, clinical, and academic research and development markets.

The Company processes millions of samples annually, each containing valuable information that must be delivered or preserved with the sample.

The Company’s genomic services provide a broad capability to customers for gene sequencing, synthesis, editing and related services.

The Company’s sample management services include off-site storage, transport services, laboratory services, sample procurement, and interactive informatics solutions.

The Company also offers expert-level consultation services to clients throughout their experimental design and implementation process.

The storage services include short- and long-term sample storage and management of the “cold chain of custody” from collection, to storage, to retrieving the sample which ultimately may go back into the research workflow.

Management considers operating income, which excludes charges related to amortization of intangible assets other than completed technology, restructuring and related charges, contingent consideration fair value adjustments, merger and acquisition costs and costs related to share repurchase, and other unallocated corporate expenses, as the primary performance metric when evaluating the Company’s operations.

Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and to assess performance.

The Company’s Chief Executive Officer is the Company’s CODM.

Effective October 1, 2023, the Company realigned its organizational structure to three principal business segments to enhance its commercial strategy for accelerating growth and to enable additional profitability initiatives.

These segments align with changes in how the Company’s CODM manages the business, allocates resources, and assesses performance.

The Company’s operating and reportable segments consist of the following:

Sample Management Solutions .

The SMS business resources operate as a single business unit offering end-to-end sample management products and services, including:

Sample Repository Services and Core Products (Automated Stores, Cryogenic Systems, Automated Sample Tube, Consumables and Instruments and Controlled Rate Thawing Devices).

The Multiomics business resources operate as a single business unit offering genomic and other sample analysis services, including gene sequencing, synthesis editing and related services.

B Medical Systems .

The B Medical Systems business resources operate as a single business unit focused on the manufacturing and distribution of temperature-controlled storage and transportation solutions in international markets to governments, health institutions, and non-government organizations.

The segment realignment had no impact on the Company’s consolidated financial position, results of operations, or cash flows.

All segment information is reflective of this new structure, and prior period information has been recast to conform to our current period presentation.

Management considers adjusted operating income (loss), which excludes charges related to amortization of intangible assets, purchase accounting impact on inventory, transformation and rebranding costs, restructuring charges, goodwill and intangible asset impairment, fair value adjustments to contingent consideration, merger and acquisition costs and costs related to share repurchase, governance-related matters, and other unallocated corporate expenses, as the primary performance metric when evaluating each segment’s operations.

The following is the summary of the financial information for the Company’s reportable segments for the fiscal years ended September 30, 2024, 2023 and 2022 (in thousands):

Year Ended September 30,

Life Sciences Products

Life Sciences Services

Sample Management Solutions

$ 318,646 $ 303,654 $ 304,561

254,552 248,296 250,937

B Medical Systems

83,125 113,122 -

Total revenue

Operating income (loss):

Life Sciences Products

Life Sciences Services

Segment operating income (loss)

$ 656,323 $ 665,072 $ 555,498

Adjusted operating income (loss):

Sample Management Solutions

$ 10,841 $ ( 2,349 ) $ 23,970

( 7,995 ) ( 13,779 ) 5,032

B Medical Systems

( 5,669 ) 919 —

Segment adjusted operating income (loss)

( 2,823 ) ( 15,209 ) 29,002

Amortization of completed technology

24,770 18,494 7,324

Purchase accounting impact on inventory

Amortization of intangible assets other than completed technology

Restructuring and restructuring related charges

26,500 29,884 24,965

Transformation (1) and rebranding costs

13,856 ( 49 ) 2,741

Restructuring charges

11,808 4,577 712

Impairment of goodwill and intangible assets

Contingent consideration - fair value adjustments

— ( 18,549 ) 600

Merger and acquisition costs and costs related to share repurchase (2)

4,874 13,842 17,329

Other unallocated corporate expenses

Total operating loss

Interest income

Interest expense

Loss on extinguishment of debt

( 200,678 ) ( 73,126 ) ( 24,735 )

Interest income, net

33,177 43,735 15,697

Other income (expense), net

178 ( 1,042 ) ( 898 )

Loss before income taxes

$ ( 167,323 ) $ ( 30,433 ) $ ( 9,936 )

Transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits to the Company focused on cost reduction and productivity improvement that do not meet the definition of restructuring charges.

These costs are directed at simplifying, standardizing, streamlining, and optimizing the Company’s operations, processes and systems to permanently alter the Company’s operations for the long term.

For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology.

Transformation costs in the period result from actions taken as part of the Company’s 2024 cost reduction plan, and primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions taken in the period, and third -party consulting costs associated with process and systems re-design.

Includes expenses related to governance-related matters.

The Company has corrected the segment adjusted operating income (loss) for the years ended September 30, 2023 and 2022 as certain corporate expenses that are not part of the Company’s CODM’s review of operating segment performance were improperly included in the previously disclosed segment operating income (loss) performance measure.

As a result, the presentation of amounts previously disclosed for segment operating income (loss) were updated to reflect segment adjusted operating income (loss) after having been adjusted to remove these corporate expenses.

These adjustments reduced total segment adjusted operating loss for fiscal year 2023 by $ 29.8 million and increased total segment adjusted operating income for fiscal year 2022 by $ 7.2 million.

The total net loss before income taxes remained unchanged.

The following is the summary of the asset information for the Company's reportable segments as of September 30, 2024 and 2023 (in thousands):

September 30, 2024

September 30, 2023

Life Sciences Products

Life Sciences Services

Prior year amounts in the “Operating income (loss)” table above have been reclassified to conform to the current presentation.

The following is a reconciliation of the Company’s reportable segments’ assets to the amounts presented in the accompanying Consolidated Balance Sheets as of September 30, 2023 and 2022 (in thousands):

Sample Management Solutions

$ 859,353 $ 675,708

462,825 534,437

B Medical Systems

231,601 511,640

$ 1,553,779 $ 1,721,785

The following is a reconciliation of the segment assets to the corresponding amounts presented in the Consolidated Balance Sheets as of September 30, 2024 and 2023 (in thousands):

September 30,

1 unchanged sentence

Segment assets

$ 1,553,779 $ 1,721,785

Cash and cash equivalents, restricted cash, and marketable securities

521,606 1,134,256

Deferred tax assets

Revenue from external customers is attributed to geographic areas based on locations in which customer orders are placed.

Revenue by geographic area for the fiscal years ended September 30, 2023, 2022 and 2021 are as follows (in thousands):

23,819 29,108

$ 2,100,041 $ 2,885,720

Revenue from external customers is attributed to geographic areas based on locations in which the product is shipped.

Net revenue by geographic area for the fiscal years ended September 30, 2024, 2023 and 2022 are as follows (in thousands):

Year Ended September 30,

Geographic Location:

North America

United States

$ 366,209 $ 355,094 $ 358,208

61,962 65,092 1,331

58,260 51,787 53,867

United Kingdom

27,451 26,764 30,258

Rest of Europe

102,771 109,856 79,005

Asia Pacific/ Other

39,670 56,479 32,829

Total revenue

The above table has been updated to reflect a misclassification of revenue between North America and other locations for the fiscal year ended 2022.

The majority of the Company’s revenue in North America is generated in the United States which amounted to $ 355.1 million, $ 358.2 million, and $ 320.8 million, respectively, during fiscal years ended September 30, 2023, 2022 and 2021.

$ 656,323 $ 665,072 $ 555,498

Net property, plant and equipment by geographic area as of September 30, 2024 and 2023 is as follows (in thousands):

1 unchanged sentence

United States

$ 75,242 $ 78,533

52,826 53,146

71,690 70,654

Asia Pacific/ Other

Total property, plant, and equipment, net

$ 202,654 $ 205,744

Significant Customers

The Company had one individual customer that accounted for 10 % or more of its consolidated revenue for the fiscal year ended September 30, 2023.

This customer is related to the Life Science Products segment and is a distributor shipping to end users in approximately 50 countries.

The Company had no individual customer that accounted for more than 10% of its consolidated revenue for each of the fiscal years ended September 30, 2022 and 2021.

There was no customer that accounted for more than 10% of the Company’s accounts receivable balance for each of the fiscal years ended September 30, 2023 and 2022.

The Company had one customer that accounted for 10 % and 13 % of the Company's consolidated revenue for fiscal years 2024 and 2023, respectively;

this customer is related to the B Medical Systems segment and is a distributor shipping to end users in approximately 40 countries.

There were no customers that accounted for 10% or more of the Company's consolidated revenue for fiscal year 2022.

As of September 30, 2024, 2023 and 2022 there were no customers that accounted for 10% or more of the Company’s accounts receivable balance.

Commitments and Contingencies

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The Company cannot predict the ultimate outcome of such legal proceedings or, in certain instances, provide reasonable ranges of potential losses.

Company’s sale of its semiconductor cryogenics business in the fourth quarter of fiscal year 2018.

The Company may also have certain indemnification obligations pursuant to claims made under the definitive agreement it entered into with Edwards Vacuum LLC (a member of the Atlas Copco Group) in connection with the Company’s sale of its semiconductor cryogenics business in the fourth quarter of fiscal year 2018.

In the third quarter of fiscal year 2020, Edwards asserted claims for indemnification under the definitive agreement relating to alleged breaches of representations and warranties relating to customer warranty claims and inventory (the “2020 Claim”).

In addition, in January 2023, Edwards filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York seeking indemnification from the Company under such definitive agreement for $ 1.0 million and other related damages, including interest and attorney’s fees, arising from a third -party claim that was included as part of their initial claims (the “2023 Claim”).

In the second quarter of fiscal 2023, the Company accrued a liability of $ 2.5 million for the litigation with Edwards related to the 2020 and 2023 Claim of which $ 0.8 million was paid during the third quarter of 2023.

In April 2023, the Company responded to and filed a counterclaim against Edwards for the 2023 Claim alleging breach of the definitive agreements by Edwards and seeking a declaratory judgment.

During the third quarter of fiscal 2023, the Company and Edwards entered into a settlement agreement related to the 2023 Claim to avoid the costs and uncertainties of potential litigation.

Under the settlement agreement, the Company paid Edwards $ 0.8 million from one of the indemnification escrows established at closing of the sale in return for the release of the 2023 Claim and any residual funds in this escrow.

The 2020 Claim remains outstanding and $ 1.7 million remains in the balance of the accrued liability.

During the third quarter of fiscal year 2023, the Company and Edwards entered into a settlement agreement related to the 2023 Claim to avoid the costs and uncertainties of potential litigation.

The Company accrued a liability of $ 2.5 million for the 2020 Claim and 2023 Claim of which $ 0.8 million was paid during the third quarter of fiscal year 2023.

The 2020 Claim remains outstanding and $ 1.7 million remains in the balance of the accrued liability as of September 30, 2024.

The Company cannot determine the probability of any losses or outcome of the 2020 Claim including the amount of any indemnifiable losses, if any, resulting from these claims.

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Tariff Matter

With the assistance of a third-party consultant, during the first quarter of fiscal year 2021 the Company initiated a review of the transaction value it used to calculate tariffs on inter-company imports of samples shipped from its GENEWIZ business.

As a result, this review and a new interpretation surrounding the valuation method used to calculate the estimated transaction value, the Company revised its estimate of the tariffs owed and recorded a liability of $ 6.1 million in the second quarter of fiscal 2021.

The Company submitted a payment in the amount of $ 5.9 million to the customs authorities during fiscal 2022, related to November 2021 and prior periods.

The customs authorities are in process of reviewing the Company’s calculation of tariffs for these periods to determine if any further tariffs are owed.

The company is currently in process of revising its tariff calculation methodology to align with the interpretation provided by customs authorities.

The estimated amount owed to customs authorities under this revised methodology has been accrued in the Consolidated Balance Sheets.

With the assistance of a third -party consultant, during the first quarter of fiscal year 2021, the Company initiated a review of the value of transactions it used for intercompany imports into the U.

from its GENEWIZ business.

As a result of this review and a new interpretation surrounding the valuation method used to calculate the estimated transaction value, the Company revised its estimate of the tariffs owed and paid $ 5.9 million to the U.S.

customs authorities in fiscal year 2022 related to transactions prior to December 2021.

In July 2024, the Company paid approximately $ 2.5 million in tariffs as well as interest related to the imports from its GENEWIZ business into the U.S.

during the period of December 2021 to July 2024.

As of the date of issuance of the financial statements for the fiscal year ended September 30, 2024, the Company does not anticipate any penalties associated with this payment as its valuation methodology was accepted by U.S.

customs authorities during previous voluntary disclosures.

custom authorities, however, have six months to review the Company’s disclosures and the amount of the payment.

Purchase Commitments

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Subsequent Events

Segment Change

Effective October 1, 2023, the Company realigned its organizational structure from two principal business segments to three principal business segments to enhance its commercial strategy for accelerating growth and to enable additional profitability initiatives.

The three new principal business segments are aligned with industry end-users and purchase decision-makers:

Multiomics and Synthesis Solutions, Sample Management Solutions, and B Medical Systems.

● Multiomics and Synthesis Solutions.

The Multiomics and Synthesis Solutions business resources will operate under a single structure that aligns scientists, marketing resources, and decision-making around the customer, with a full embodiment of the GENEWIZ heritage of “solid science, superior service.”

● Sample Management Solutions (SMS).

Sample & Repository Solutions (SRS), Ultracold Systems and Consumables and Instruments resources will operate as a single business unit offering end-to-end sample management services and products.

● B Medical Systems (BMS).

BMS will continue under its current management structure, focused on the manufacturing and distribution of temperature-controlled storage and transportation solutions in international markets to governments, health institutions, and non-government organizations.

As a result of the segment change, the Company utilized a relative fair value approach to allocate goodwill to the reporting units existing under the new organizational structure as of the first quarter of fiscal 2024.

The book value of the B Medical reporting unit approximates fair value and is expected to include approximately $ 107 million of goodwill as of October 1, 2023.

In the event the financial performance of any of the reporting units does not meet management’s expectations in the future, the Company experiences a prolonged macroeconomic or market downturn, or there are other negative revisions to key assumptions used in the DCF Method, the Company may be required to perform additional impairment analyses with respect to such reporting unit and could be required to recognize an impairment charge.

Share Repurchases

The Company repurchased an additional 2.1 million shares of common stock for $ 103.9 million (excluding fees, commissions, and excise tax) under the 2022 Repurchase Authorization subsequent to September 30, 2023 through the date of the filing of this Annual Report on Form 10-K.

On November 13, 2023, the Company announced its intention in fiscal 2024 to repurchase the remaining $ 500 million in shares of common stock available under the 2022 Repurchase Authorization.

Please refer to Note 13, Stockholders’ Equity for further detail regarding the 2022 Repurchase Authorization.

On November 12, 2024, the Company announced it is pursuing a sale of its B Medical Systems segment.

The Company has concluded that, as of November 12, 2024, B Medical Systems is a discontinued operation and will be classified as held for sale in future filings.

The Company is unable to provide an estimate of the financial impact of a sale transaction.

On November 12, 2024, the Company appointed Lawrence Lin as its Executive Vice President and Chief Financial Officer, effective after the filing of this Annual Report on Form 10 -K, to succeed the Company’s current Executive Vice President and Chief Financial Officer, Herman Cueto, who is departing from his role at the Company.

After the filing of this Annual Report on Form 10 -K, Mr.

Cueto will remain with the Company as an employee advisor through December 1, 2024, and thereafter as a consultant to facilitate the transition.

Revision of Previously Issued Unaudited Quarterly Information

The Condensed Consolidated Statements of Cash Flows for the interim periods ended March 31, 2023, June 30, 2023, December 31, 2023, March 31, 2024, and June 30, 2024 have been revised to correct for prior period errors as discussed in Note 2, Summary of Significant Accounting Policies.

The effect on the Condensed Consolidated Statement of Cash Flows for each affected period is as follows (in thousands):

Nine months ended June 30, 2023

Cash flows from operating activities

Accrued compensation and tax withholdings

$ ( 15,830 ) $ ( 1,852 ) $ ( 17,682 )

Other current assets and liabilities

( 36,578 ) 2,634 ( 33,944 )

Net cash used in operating activities

$ ( 22,422 ) $ 782 $ ( 21,640 )

Cash flows from financing activities

Proceeds from issuance of common stock

$ - $ 1,852 $ 1,852

Net cash used in financing activities

$ ( 677,221 ) $ 1,852 $ ( 675,369 )

Effects of exchange rate changes on cash and cash equivalents

$ 65,610 $ ( 2,634 ) $ 62,976

Supplemental disclosures:

Purchases of property, plant and equipment included in accounts payable and accrued expenses

$ - $ 2,898 $ 2,898

Six months ended March 31, 2023

Cash flows from operating activities

Accrued compensation and tax withholdings

$ ( 21,797 ) $ ( 1,852 ) $ ( 23,649 )

Net cash used in operating activities

$ ( 39,170 ) $ ( 1,852 ) $ ( 41,022 )

Cash flows from financing activities

Proceeds from issuance of common stock

$ - $ 1,852 $ 1,852

Net cash used in financing activities

$ ( 505,136 ) $ 1,852 $ ( 503,284 )

Supplemental disclosures:

Purchases of property, plant and equipment included in accounts payable and accrued expenses

$ - $ 3,040 $ 3,040

Nine months ended June 30, 2024

Cash flows from operating activities

$ 11,433 $ 2,674 $ 14,107

Other assets and liabilities

7,484 ( 7,101 ) 383

Net cash provided by operating activities

$ 36,578 $ ( 4,427 ) $ 32,151

Cash flows from investing activities

Purchase of property, plant and equipment

$ ( 25,339 ) $ ( 2,674 ) $ ( 28,013 )

Net cash provided by investing activities

$ 29,406 $ ( 2,674 ) $ 26,732

Effects of exchange rate changes on cash and cash equivalents

$ 8,495 $ 7,101 $ 15,596

Supplemental disclosures:

Purchases of property, plant and equipment included in accounts payable and accrued expenses

$ 2,203 $ 372 $ 2,575

Six months ended March 31, 2024

Cash flows from operating activities

Non-cash write-offs of assets

$ 6,966 $ 533 $ 7,499

7,975 263 8,238

Accrued compensation and tax withholdings

( 6,153 ) ( 1,678 ) ( 7,831 )

Other assets and liabilities

12,913 ( 11,534 ) 1,379

Net cash provided by operating activities

$ 34,787 $ ( 12,416 ) $ 22,371

Cash flows from investing activities

Purchase of property, plant and equipment

$ ( 18,746 ) $ ( 796 ) $ ( 19,542 )

Net cash used in investing activities

$ ( 172,213 ) $ ( 796 ) $ ( 173,009 )

Cash flows from financing activities

Proceeds from issuance of common stock

$ - $ 1,678 $ 1,678

Net cash used in financing activities

$ ( 187,220 ) $ 1,678 $ ( 185,542 )

Effects of exchange rate changes on cash and cash equivalents

$ 4,721 $ 11,534 $ 16,255

Supplemental disclosures:

Purchases of property, plant and equipment included in accounts payable and accrued expenses

$ - $ 2,270 $ 2,270

Three months ended December 31, 2023

Cash flows from operating activities

$ 4,542 $ 387 $ 4,929

Accounts payable

3,457 ( 1,015 ) 2,442

Other assets and liabilities

15,957 ( 12,047 ) 3,910

Net cash provided by operating activities

$ 26,431 $ ( 12,675 ) $ 13,756

Cash flows from investing activities

Purchase of property, plant and equipment

$ ( 11,919 ) $ 628 $ ( 11,291 )

Net cash provided by investing activities

$ 98,397 $ 628 $ 99,025

Effects of exchange rate changes on cash and cash equivalents

$ 12,501 $ 12,047 $ 24,548

Supplemental disclosures:

Purchases of property, plant and equipment included in accounts payable and accrued expenses

$ - $ 2,164 $ 2,164

Changes in and Disagreements with Accountants on Financial Accounting and Financial Disclosure

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data