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Item 8. Financial Statements and Supplementary Data

2025-12-04 compared with 2024-11-27 · 1267 added, 499 removed, 1253 unchanged (58% of the section changed)

14 unchanged sentences

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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025 in conformity with accounting principles generally accepted in the United States of America.

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.

Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date related to the Company not designing and maintaining effective controls related to the review of the cash flow statement, the preparation and review of account reconciliations, and the classification of certain costs in the statement of operations.

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.

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

We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 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

19 unchanged sentences

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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

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;

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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

Interim Goodwill Impairment Assessments - Sample Management Solutions (“SMS”) and Multiomics Reporting Units

As described in Note 8 to the consolidated financial statements, the Company’s goodwill balance was $702.4 million as of September 30, 2025, of which $505.6 million relates to the SMS reporting unit and $196.8 million relates to the Multiomics reporting unit.

During the third quarter of fiscal year 2025, the Company determined that a sustained decline in its stock price was an indicator of potential impairment and performed an interim quantitative goodwill impairment test for its reporting units as of June 30, 2025.

No impairment was recorded as a result of the interim assessment.

The estimated fair value of each of the reporting units was derived based on the income approach, using the discounted cash flow method, and the market approach, using the guideline company method.

The income approach reflected management’s assumptions regarding revenue growth rates, forecasted gross profit margins, research and development expenses, selling, general and administrative expenses, capital expenditures, discount rates, terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of the SMS and Multiomics reporting units.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessments of the SMS and Multiomics reporting units is a critical audit matter are(i) the significant judgment by management when developing the fair value estimate of the SMS and Multiomics reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, selling, general and administrative expenses, and discount rate for the SMS reporting unit and revenue growth rates, forecasted gross profit margins, selling, general and administrative expenses, and discount rate for the Multiomics reporting unit;

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

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

These procedures included testing the effectiveness of controls relating to management’s 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;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the SMS and Multiomics reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the SMS and Multiomics reporting units;

(ii) evaluating the appropriateness of the income approach used by management;

(iii) testing the completeness and accuracy of the underlying data used in the income approach;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, selling, general and administrative expenses, and discount rate for the SMS reporting unit and revenue growth rates, forecasted gross profit margins, selling, general and administrative expenses, and discount rate for the Multiomics reporting unit.

Evaluating management’s assumptions related to revenue growth rates and selling, general and administrative expenses for the SMS reporting unit and revenue growth rates, forecasted gross profit margins, and selling, general and administrative expenses for the Multiomics reporting unit involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the SMS and Multiomics reporting units;

(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 discounted cash flow method and (ii) the reasonableness of the assumptions related to the discount rates and terminal period growth rates.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate assumptions.

Income Tax Benefit of a Worthless Stock Deduction

As described in Notes 2 and 16 to the consolidated financial statements, during the year ended September 30, 2025, management recorded a $45.6 million tax benefit for a worthless stock deduction, which was reflected as long term income taxes receivable on the balance sheet, net of an unrecognized tax benefit of $2.5 million.

The tax benefit results from the carryback of a capital loss on an investment in a foreign subsidiary.

The transaction involved legal restructuring in foreign jurisdictions.

Management evaluated the deduction and believes it is more likely than not to be sustained on its technical merits.

The principal considerations for our determination that performing procedures relating to the income tax benefit of a worthless stock deduction is a critical audit matter are (i) the significant judgment by management when determining whether the worthless stock deduction is more likely than not to be sustained on its technical merits;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s assessment of the technical merits of the worthless stock deduction;

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 recognition and measurement of the income tax benefit related to the worthless stock deduction.

These procedures included, among others (i) evaluating the appropriateness of management’s assessment of the technical merits of the worthless stock deduction and the application of relevant tax laws in the United States and (ii) testing the completeness and accuracy of the underlying data used in management’s assessment.

Professionals with specialized skill and knowledge were used to assist in evaluating management’s assessment of the technical merits of the worthless stock deduction and the application of relevant tax laws in the United States, as well as in evaluating opinions of third-party tax and legal advisors.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

November 26, 2024

December 4, 2025

We have served as the Company’s auditor since 2016.

11 unchanged sentences

74,956 71,320

Derivative asset

Short-term restricted cash

Refundable income taxes

Prepaid expenses and other current assets

64,660 51,360

Current assets held for sale

73,535 99,052

Total current assets

10 unchanged sentences

101,814 125,042

Long term income taxes receivable

Noncurrent assets held for sale

85,006 173,794

$ 2,059,582 $ 2,100,265

Liabilities and stockholders' equity

4 unchanged sentences

31,569 30,493

Derivative liability

Accrued warranty and retrofit costs

10,129 10,223

Accrued compensation and benefits

2 unchanged sentences

26,499 22,324

Accrued VAT payable

Accrued income taxes payable

1 unchanged sentence

30,268 44,449

Current liabilities held for sale

28,268 30,050

Total current liabilities

237,674 206,089

Long-term tax reserves

Long-term deferred tax liabilities

3 unchanged sentences

Other long-term liabilities

Noncurrent liabilities held for sale

14,291 42,196

20 unchanged sentences

Year Ended September 30,

$ 173,189 $ 173,717 $ 176,100

420,632 399,731 375,386

Total revenue

593,821 573,448 551,486

Cost of revenue

94,894 105,446 100,775

228,647 213,380 211,501

Total cost of revenue

323,541 318,826 312,276

270,280 254,622 239,210

Operating expenses

Research and development

30,390 31,524 32,141

Selling, general and administrative

261,563 262,958 263,738

Impairment of goodwill and intangible assets

Contingent consideration - fair value adjustments

Restructuring charges

5,171 6,766 4,577

Total operating expenses

297,124 305,906 300,456

Operating loss

( 26,844 ) ( 51,284 ) ( 61,246 )

Other income (expense)

Interest income, net

18,779 32,891 43,541

Other income (expense), net

Loss before income taxes

922 ( 732 ) ( 2,300 )

Loss from continuing operations before income taxes

( 7,143 ) ( 19,125 ) ( 20,005 )

Income tax (benefit) expense

Loss from continuing operations

Income (loss) from discontinued operations, net of tax

Net (loss) income

Basic net (loss) income per share:

Loss from continuing operations

(Loss) income from discontinued operations, net of tax

Net (loss) income per share

Diluted net (loss) income per share:

Loss from continuing operations

(Loss) income from discontinued operations, net of tax

Diluted net (loss) income per share

( 31,601 ) 5,241 ( 11,965 )

Income (loss) from continuing operations

24,458 ( 24,366 ) ( 8,040 )

Loss from discontinued operations, net of tax

( 80,221 ) ( 140,531 ) ( 6,596 )

$ ( 55,763 ) $ ( 164,897 ) $ ( 14,636 )

Basic net income (loss) per share:

Income (loss) from continuing operations

$ 0.53 $ ( 0.46 ) $ ( 0.12 )

Loss from discontinued operations, net of tax

( 1.75 ) ( 2.64 ) ( 0.10 )

Net loss per share

$ ( 1.22 ) $ ( 3.10 ) $ ( 0.22 )

Diluted net income (loss) per share:

Income (loss) from continuing operations

$ 0.53 $ ( 0.46 ) $ ( 0.12 )

Loss from discontinued operations, net of tax

( 1.75 ) ( 2.64 ) ( 0.10 )

Diluted net loss per share

$ ( 1.22 ) $ ( 3.10 ) $ ( 0.22 )

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

45,743 53,175 66,253

45,896 53,175 66,253

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

2 unchanged sentences

Year Ended September 30,

Net (loss) income

$ ( 55,763 ) $ ( 164,897 ) $ ( 14,636 )

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 $ 0 , $ 3,541 , and $ (21,228) for the fiscal years 2025, 2024, and 2023 respectively

8 unchanged sentences

( 8,749 ) 48,962 21,490

Comprehensive (loss) income

Comprehensive income (loss)

$ ( 64,512 ) $ ( 115,935 ) $ 6,854

4 unchanged sentences

Cash flows from operating activities

Net (loss) income

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

$ ( 55,763 ) $ ( 164,897 ) $ ( 14,636 )

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

Depreciation and amortization

61,209 90,744 85,584

Impairment of goodwill and intangible assets

Loss on assets held for sale

Property, plant and equipment and other asset write-offs

3,478 4,430 —

Inventory write-downs

1 unchanged sentence

Stock-based compensation

20,881 14,467 9,376

Contingent consideration adjustment

— — ( 18,549 )

Amortization and accretion on marketable securities

( 1,578 ) ( 6,032 ) ( 7,870 )

Deferred income taxes

Loss on extinguishment of debt

( 27,038 ) ( 15,886 ) ( 28,740 )

Purchase accounting impact on inventory

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

Gain on divestiture, net of tax

Fees paid stemming from divestiture

Taxes paid stemming from divestiture

Loss on disposals of property, plant and equipment

Changes in operating assets and liabilities:

Accounts receivable

21,039 ( 12,067 ) 34,456

( 2,671 ) 15,896 8,253

Accounts payable

1,037 9,196 ( 14,710 )

Deferred revenue

641 ( 3,558 ) ( 7,564 )

Accrued warranty and retrofit costs

( 435 ) ( 684 ) 4,560

Accrued compensation and tax withholdings

7,427 ( 2,754 ) ( 19,055 )

Long term income taxes receivable

( 45,600 ) — —

Other assets and liabilities

Net cash provided by (used in) operating activities

( 4,275 ) ( 2,990 ) ( 34,978 )

Net cash provided by operating activities

72,181 49,743 5,834

Cash flows from investing activities

Purchases of property, plant and equipment

Purchases of technology intangibles

( 33,857 ) ( 37,392 ) ( 39,436 )

Purchases of marketable securities and other investments

( 451,409 ) ( 405,575 ) ( 236,194 )

Sales and maturities of marketable securities

Proceeds from divestiture, net of cash transferred

389,452 666,230 1,064,209

Proceeds from other investment

Net investment hedge settlement

3,223 1,476 29,313

Acquisitions, net of cash acquired

Net cash provided by investing activities

— — ( 386,508 )

Net cash (used in) provided by investing activities

( 90,461 ) 224,739 431,384

Cash flows from financing activities

Proceeds from issuance of common stock

Principal payments on debt

2,770 3,279 3,621

Payments of finance leases

Payment for contingent consideration related to acquisition

( 985 ) ( 783 ) ( 578 )

Withholding tax payments on net share settlements on equity awards

— — ( 4,988 )

Share repurchases

Common stock dividends

— ( 661,703 ) ( 838,514 )

Excise tax payment for settled share repurchases

( 11,376 ) — —

Net cash used in financing activities

Effects of exchange rate changes on cash and cash equivalents

Net (decrease) increase in cash, cash equivalents and restricted cash

( 9,591 ) ( 659,207 ) ( 840,459 )

Effects of exchange rate changes on cash, cash equivalents and restricted cash

3,566 21,670 45,990

Net decrease in cash, cash equivalents and restricted cash

( 24,305 ) ( 363,055 ) ( 357,251 )

Cash, cash equivalents and restricted cash, beginning of period

320,990 684,045 1,041,296

Cash, cash equivalents and restricted cash, end of period

$ 296,685 $ 320,990 $ 684,045

Supplemental disclosures:

Cash paid for interest

Cash paid for income taxes, net

$ 6,568 $ 2,704 $ 43,073

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

5,546 2,767 2,725

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

Cash and cash equivalents of continuing operations

$ 279,783 $ 280,030 $ 649,481

Cash included in current assets held for sale

13,206 30,899 29,429

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

2,359 2,069 4,650

Long-term restricted cash included in other assets

1,337 7,992 485

Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows

$ 296,685 $ 320,990 $ 684,045

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY

(In thousands, except share and per share data)

(In thousands, except share data)

Comprehensive

5 unchanged sentences

267,133 3 ( 1,371 ) — — — ( 1,368 )

Stock-based compensation

Accelerated share repurchase

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

Common stock dividends declared, at $ 0.10 per share

Open market repurchases

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

Unrealized gain on derivative asset, net of tax

Retirement of treasury shares

— ( 175 ) ( 843,862 ) — — 844,037 —

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

Stock-based compensation

— — 9,376 — — — 9,376

Net investment hedge currency translation adjustment, net of tax

— — — ( 61,533 ) — — ( 61,533 )

Foreign currency translation adjustments

2 unchanged sentences

— — — 5,774 — — 5,774

Actuarial gain on pension plans, net of tax

— — — — ( 14,636 ) — ( 14,636 )

Actuarial gain on pension plans, net of tax

— — — 3 — — 3

4 unchanged sentences

255,683 3 3,277 — — — 3,280

Accelerated share repurchase

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

Open market repurchases

11 unchanged sentences

— — — — ( 164,897 ) — ( 164,897 )

Actuarial gain on pension plans, net of tax

— — — 3 — — 3

Actuarial loss on pension plans, net of tax

— — — ( 169 ) — — ( 169 )

3 unchanged sentences

288,895 4 2,766 — — — 2,770

Open market repurchases

( 12,517,977 ) ( 103 ) — — — ( 667,969 ) ( 668,072 )

Retirement of treasury shares

— ( 23 ) ( 667,946 ) — — 667,969 —

Stock-based compensation

18 unchanged sentences

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

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

In the fourth quarter of fiscal year 2021, the Company entered into a definitive agreement to sell its semiconductor automation business to Thomas H.

Lee Partners, L.P.

The Company determined that the semiconductor automation business met the “held for sale” criteria and the “discontinued operations” criteria in accordance with Financial Accounting Standard Boards (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements , (“FASB ASC 205” ) as of September 30, 2021.

Please refer to Note 3, Discontinued Operations for further information about the discontinued businesses.

The Consolidated Financial Statements were restated for all periods presented to reflect the discontinuation of the semiconductor automation business and the semiconductor cryogenics business in accordance with FASB ASC 205.

The discussion in the notes to these Consolidated Financial Statements, unless otherwise noted, relate solely to the Company's continuing operations.

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

During the first quarter of fiscal year 2025, following approval by the Board of Directors of the Company, the Company publicly announced its plan to sell the B Medical Systems business.

The B Medical Systems business operates as a separate business unit within the Company and focuses on the manufacturing and distribution of temperature-controlled storage and transportation solutions in international markets to governments, health institutions, and non-government organizations.

The Company determined that the B Medical Systems business met the “held for sale” criteria and “discontinued operations” criteria in accordance with Financial Accounting Standard Boards (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements (“FASB ASC 205” ) as of November 12, 2024.

Results related to the B Medical Systems business are included within discontinued operations.

Please refer to Note 3, Discontinued Operations for further information about the discontinued business.

The Consolidated Balance Sheet and Consolidated Statements of Operations, as well as the notes to the Consolidated Financial Statements, have been reclassified for all periods presented to reflect the discontinuation of the B Medical Systems business in accordance with FASB ASC 205.

The Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.

The discussion in the notes to Consolidated Financial Statements, unless otherwise stated, relate solely to the Company’s continuing operations.

Also included in discontinued operations is a loss contingency related to the Company's sale of the semiconductor automation business in February 2022.

The Company accrued a liability for the loss contingency and had an accrued liability of $ 2.1 million as of September 30, 2025.

Summary of Significant Accounting Policies

3 unchanged sentences

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.

In connection with the preparation of its fiscal year 2025 financial statements, the Company identified errors in its consolidated financial statements for the years ended September 30, 2024 and 2023, as well as for interim periods within those years and the first three quarters and year-to-date periods within fiscal year 2025.

Specifically, the Company's historical classification of certain operating expenses was misclassified between cost of revenue and operating expenses in its Consolidated Statement of Operations.

The Company is revising the previously issued financial statements for those periods to correct this error.

Additionally, the Company is correcting for other previously identified immaterial misstatements, including (i) an understatement of the loss from discontinued operations for the interim period ended March 31, 2025, ( ii) the effects of exchange rate changes on the Company’s foreign denominated restricted cash and (iii) certain other immaterial prior period errors.

The applicable accompanying notes to the consolidated financial statements have also been revised for the impact of these adjustments.

As discussed in Note 3, Discontinued Operations , the B Medical business has been treated as discontinued operations starting in fiscal 2025.

As a result, these "As reported" figures are the originally reported figures for the years ended September 30, 2024 and 2023 after recasting for the impact of discontinued operations.

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):

Based on its assessment, the Company determined that the errors were not material to any previously issued financial statements.

The following table summarizes the impact of the revisions in the Consolidated Statements of Operations for the years ended September 30, 2024 and 2023 (in thousands, except per share data):

Year ended September 30, 2024

Year ended September 30, 2023

$ 173,717 $ - $ 173,717 $ 176,100 $ - $ 176,100

399,481 250 399,731 375,850 ( 464 ) 375,386

Total revenue

573,198 250 573,448 551,950 ( 464 ) 551,486

Cost of revenue

105,224 222 105,446 100,775 - 100,775

210,502 2,878 213,380 208,548 2,953 211,501

Total cost of revenue

315,726 3,100 318,826 309,323 2,953 312,276

257,472 ( 2,850 ) 254,622 242,627 ( 3,417 ) 239,210

Operating expenses

Research and development

28,821 2,703 31,524 29,910 2,231 32,141

Selling, general and administrative

267,788 ( 4,830 ) 262,958 268,922 ( 5,184 ) 263,738

Total operating expenses

308,033 ( 2,127 ) 305,906 303,409 ( 2,953 ) 300,456

Operating loss

( 50,561 ) ( 723 ) ( 51,284 ) ( 60,782 ) ( 464 ) ( 61,246 )

Loss from continuing operations before income taxes

( 18,402 ) ( 723 ) ( 19,125 ) ( 19,541 ) ( 464 ) ( 20,005 )

Income tax (benefit) expense

5,237 4 5,241 ( 11,880 ) ( 85 ) ( 11,965 )

Loss from continuing operations

( 23,639 ) ( 727 ) ( 24,366 ) ( 7,661 ) ( 379 ) ( 8,040 )

Loss from discontinued operations, net of tax

( 140,531 ) - ( 140,531 ) ( 6,596 ) - ( 6,596 )

$ ( 164,170 ) $ ( 727 ) $ ( 164,897 ) $ ( 14,257 ) $ ( 379 ) $ ( 14,636 )

Basic net loss per share:

Loss from continuing operations

$ ( 0.44 ) $ ( 0.02 ) $ ( 0.46 ) $ ( 0.12 ) $ - $ ( 0.12 )

Loss from discontinued operations, net of tax

( 2.64 ) - ( 2.64 ) ( 0.10 ) - ( 0.10 )

Basic net loss per share

$ ( 3.08 ) $ ( 0.02 ) $ ( 3.10 ) $ ( 0.22 ) $ - $ ( 0.22 )

Diluted net loss per share:

Loss from continuing operations

$ ( 0.44 ) $ ( 0.02 ) $ ( 0.46 ) $ ( 0.12 ) $ - $ ( 0.12 )

Loss from discontinued operations, net of tax

( 2.64 ) - ( 2.64 ) ( 0.10 ) - ( 0.10 )

Diluted net loss per share

$ ( 3.08 ) $ ( 0.02 ) $ ( 3.10 ) $ ( 0.22 ) $ - $ ( 0.22 )

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

53,175 53,175 66,253 66,253

The following table summarizes the impact of the revisions in the Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2024 and 2023 (in thousands):

Year ended September 30, 2024

Year ended September 30, 2023

$ ( 164,170 ) $ ( 727 ) $ ( 164,897 ) $ ( 14,257 ) $ ( 379 ) $ ( 14,636 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

54,278 - 54,278 77,246 - 77,246

Total other comprehensive income, net of tax

48,962 - 48,962 21,490 - 21,490

Comprehensive income (loss)

$ ( 115,208 ) $ ( 727 ) $ ( 115,935 ) $ 7,233 $ ( 379 ) $ 6,854

The following table summarizes the impact of the revisions in the Consolidated Statements of Cash Flows for the years ended September 30, 2024 and 2023 (in thousands):

Year ended September 30, 2024

Year ended September 30, 2023

As Reported (1)

Cash flows from operating activities

$ ( 164,170 ) $ ( 727 ) $ ( 164,897 ) $ ( 14,257 ) $ ( 379 ) $ ( 14,636 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Deferred income taxes

( 16,072 ) 186 ( 15,886 ) ( 28,654 ) ( 86 ) ( 28,740 )

Changes in operating assets and liabilities:

Accounts receivable

( 11,589 ) ( 478 ) ( 12,067 ) 33,992 464 34,456

16,350 ( 454 ) 15,896 8,253 - 8,253

Accrued compensation and tax withholdings

( 4,184 ) 1,430 ( 2,754 ) ( 19,055 ) - ( 19,055 )

Other current assets and liabilities

Other assets and liabilities

( 2,487 ) ( 503 ) ( 2,990 ) ( 33,655 ) ( 1,323 ) ( 34,978 )

1 unchanged sentence

$ 50,289 $ ( 546 ) $ 49,743 $ 7,158 $ ( 1,324 ) $ 5,834

Cash flows from financing activities

Proceeds from issuance of common stock

Effects of exchange rate changes on cash, cash equivalents and restricted cash

$ 21,124 $ 546 $ 21,670 $ 44,666 $ 1,324 $ 45,990

Net cash used in financing activities

Revised amounts disclosed in the Company's Annual Report on Form 10 -K for the year ended September 30, 2024.

The following table summarizes the impact of the revisions in the Consolidated Balance Sheet as of September 30, 2024 ( in thousands).

In addition to the impact of the revision, previously reported amounts have been reclassified to conform to the fiscal 2025 period presentation for certain balance sheet reclassification adjustments as discussed in more detail below.

All reclassifications were made to provide comparability between periods and none of the reclassifications had an impact on stockholders' equity or net income.

Certain amounts, previously included in the “Prepaid expenses and other current assets” as of September 30, 2024 in the Consolidated Balance Sheets, have been reclassified to the “Refundable Income Taxes” for the fiscal 2025 period.

The “Accrued VAT payable” as of September 30, 2024 in the Consolidated Balance Sheets, has been included in the “Accrued expenses and other current liabilities” for the fiscal 2025 period.

The derivative liability was included in “Accrued expenses and other current liabilities” as of September 30, 2024 in the Consolidated Balance Sheets and has been conformed for the fiscal 2025 period.

Certain amounts, previously included in the “Long-term tax reserves” as of September 30, 2024 in the Consolidated Balance Sheets, have been reclassified to the “Other long-term liabilities” for the fiscal 2025 period.

All reclassifications were made to provide comparability between periods and none of the reclassifications had an impact on stockholders' equity or net income.

There were no other reclassifications for the periods reported.

As of September 30, 2024

Reclassification

Revision Adjustments

Current assets

Accounts receivable, net of allowance for expected credit losses

$ 156,273 $ - $ ( 2,101 ) $ 154,172

Effects of exchange rate changes on cash and cash equivalents

78,923 - ( 7,603 ) 71,320

Supplemental disclosures:

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

Refundable income taxes

- 23,866 - 23,866

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.

Prepaid expenses and other current assets

75,456 ( 23,866 ) ( 230 ) 51,360

Current assets held for sale

88,894 - 10,158 99,052

Total current assets

832,807 - 224 833,031

2,100,041 - 224 2,100,265

Liabilities and stockholders' equity

Current liabilities

Derivative liability

- 1,915 - 1,915

Accrued VAT payable

106 ( 106 ) - -

Accrued compensation and benefits

27,785 - 1,431 29,216

Accrued income taxes payable

9,266 - ( 181 ) 9,085

Accrued expenses and other current liabilities

46,258 ( 1,809 ) - 44,449

Total current liabilities

204,839 - 1,250 206,089

Long-term tax reserves

398 ( 398 ) - -

Long-term deferred tax liabilities

18,084 - 100 18,184

Other long-term liabilities

8,874 398 - 9,272

Total liabilities

331,074 - 1,344 332,418

Stockholders' equity

Retained earnings

1,476,839 - ( 1,120 ) 1,475,719

Total stockholders' equity

1,768,967 - ( 1,120 ) 1,767,847

Total liabilities and stockholders' equity

$ 2,100,041 $ - $ 224 $ 2,100,265

The impact of the revisions on the Consolidated Statements of Stockholders' Equity was solely within net (loss) income for errors impacting accumulated deficit as shown above.

Use of Estimates

13 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.

Discontinued Operations

The Company classifies assets and liabilities as held for sale (“disposal group”) when management commits to a plan to sell the disposal group, the sale is probable within one year and the disposal group is available for immediate sale in its present condition.

The Company considers various factors, particularly whether actions required to complete the plan indicate it is unlikely that significant changes to the plan will be made or the plan will be withdrawn.

Assets held for sale are measured at the lower of carrying value or fair value less costs to sell.

Any loss resulting from the measurement is recognized in the period the held for sale criteria are met.

Conversely, gains are not recognized until the date of the sale.

When the disposal group is classified as held for sale, depreciation and amortization for most long-lived assets ceases and the Company tests the assets for impairment.

Foreign Currency Translation and Transaction Accounting

1 unchanged sentence

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).

Resulting translation adjustments are reflected in the “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets and presented as “Foreign currency translation adjustments” in the 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.

Foreign currency exchange gains (losses) generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other income (expense)” in the Company’s Consolidated Statements of Operations.

Net foreign currency transaction and remeasurement losses totaled $ 2.0 million, $ 2.8 million and $ 4.2 million for the fiscal years ended September 30, 2025, 2024 and 2023 , respectively.

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.

Derivative Financial Instruments

3 unchanged sentences

The arrangements typically mature in three months or less and they do not qualify for hedge accounting.

Net gains and losses related to foreign exchange contracts are recorded as a component of “Other income (expense)” in the accompanying Consolidated Statements of Operations.

The fair values of the forward contracts are recorded in the accompanying Consolidated Balance Sheets as “Prepaid expenses and other current assets” and “Accrued expenses and other current liabilities”.

Net gains and losses related to foreign exchange contracts are recorded as a component of “Other income (expense)” in the Consolidated Statements of Operations.

The fair values of the forward contracts are recorded in the Consolidated Balance Sheets as “Derivative asset” and “Derivative liability”.

Foreign exchange contract assets and liabilities are measured and reported at fair value based on observable market inputs and classified within Level 2 of the fair value hierarchy described below due to a lack of an active market for these contracts.

4 unchanged sentences

A fair value hedge is a derivative instrument designated for the purpose of hedging the exposure to changes in fair value of an asset or a liability resulting from a particular risk.

If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are both recognized in the results of operations and presented in the same caption in the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income.

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.

2 unchanged sentences

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 “Accumulated 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)” in the Consolidated Balance Sheets 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 25 %, 20 % and 20 % of its consolidated revenue for the fiscal years ended September 30, 2025, 2024 and 2023 , respectively.

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 .

There were no customers that accounted for more than 10% of the Company's consolidated revenue for fiscal years 2025 , 2024 , and 2023 .

Marketable Securities

3 unchanged sentences

Unrealized gains and losses are excluded from earnings and reported as a separate component of “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets until the security is sold or matures.

Gains or losses realized from sales of marketable securities are computed based on the specific identification method and recognized as a component of “Other income (expense)” in the accompanying Consolidated Statements of Operations.

The Company reviews the marketable securities for impairment at each reporting date to determine if any of the securities have experienced an other-than-temporary decline in fair value.

18 unchanged sentences

Cash equivalents are reported at fair value.

The Company classifies long-term restricted cash balances within “Other assets” on the accompanying Consolidated Balance Sheets based upon the term of the remaining restrictions.

The Company classifies long-term restricted cash balances within “Other assets” on the Consolidated Balance Sheets based upon the term of the remaining restrictions.

Amounts included in restricted cash balance represent cash on hand required to be set aside by a contractual agreement with our customers and funds held as collateral for bank guarantees.

Accounts Receivable and Allowance for Expected Credit Losses

59 unchanged sentences

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.

We determine fair values of our reporting units based on an income approach in accordance with the discounted cash flow method, (the “DCF Method”).

The DCF Method is based on projected future cash flows and terminal value estimates discounted to their present values.

The Company determines fair values of its reporting units based on the income approach or a blend of the income and market approaches with weighting.

The discounted cash flow method (the “DCF Method”) is used in the income approach which is based on projected future cash flows and terminal value estimates discounted to their present values.

Terminal value represents the present value an investor would pay on the valuation date for the rights to the cash flows of the business for the years subsequent to the discrete cash flow projection period.

We consider the DCF Method to be the most appropriate valuation technique since it is based on management’s long-term financial projections.

In addition to determining the fair value of our reporting units based on the DCF Method, we also compare the aggregate values of our net corporate assets and reporting unit fair values to our overall market capitalization and use certain market-based valuation techniques to assess the reasonableness of the reporting unit fair values determined in accordance with the DCF Method.

The guideline company method is used in the market approach and publicly traded companies in similar lines of business are identified and used in an analysis to estimate the fair value.

In addition, the Company compares the aggregate values of its net corporate assets and reporting unit fair values to its overall market capitalization and uses certain market-based valuation techniques to assess the reasonableness of the reporting unit fair values determined in accordance with the income approach or a blend of the income and market approaches with weighting.

Warranty Obligations

4 unchanged sentences

The Company generates revenue from the following sources:

Products, including sales of automated cold sample management systems, vaccine cold storage and transport systems, consumables, instruments, spare parts, and software.

Products, including sales of automated cold sample management systems, consumables, instruments, spare parts, and software.

Services, including repairs, upgrades, diagnostic support, installation, as well as biological sample services such as DNA sequencing, gene synthesis, molecular biology, bioinformatics, biological sample storage, sample acquisition, and other support services.

45 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.

In these contracts, an unbilled receivable is recorded when revenue recognized may exceed billings, which the Company presents as a contract asset on the balance sheet, which is included within the “Prepaid expenses and other current assets” on the Company’s Consolidated Balance Sheet.

Service revenue is generally recognized ratably over time or on an output method, as the customer simultaneously receives and consumes the benefit of these services as they are performed.

9 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.

In fiscal year 2025 , approximately $ 0.7 million of government assistance was recognized in “ Other, net ” in the Consolidated Statement of Operations.

The Company also received advance cash government assistance of $ 1.9 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 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.

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

The Company also received advance cash government assistance in fiscal year 2024 of $ 1.4 million is recognized within “Other long-term liabilities” in the Consolidated Balance Sheets.

Research and Development Expense

5 unchanged sentences

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.

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 ROU 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.

7 unchanged sentences

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

In November 2024, the Company issued restricted stock unit awards with vesting based on market conditions, which will vest based on achievement of the Company's relative total shareholder return against the defined peer group over a three -year period.

The fair values for those grants that include vesting based on market conditions are estimated using the Monte Carlo simulation model.

The key assumptions used in the Monte Carlo simulation included (i) the expected volatility based on the three -year daily historical volatility as measured on the grant date, (ii) risk-free interest rate based on U.S.

Treasury constant maturities yields as of the grant date, (iii) correlation assumption based on daily share price changes over three years between the Company and the peer companies measured on the grant date, and (iv) no expected dividend yield.

The compensation cost is recognized ratably over the requisite service period for those grants, which will not be reversed solely because the market condition is not satisfied.

The Company records income taxes using the asset and liability method.

Deferred income tax assets and liabilities are recognized for the future tax differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, as well as operating loss and tax credit carryforwards.

The Company’s Consolidated Financial Statements contain certain deferred tax assets that were recorded as a result of operating losses, as well as other temporary differences between financial and tax accounting.

The Consolidated Financial Statements contain certain deferred tax assets that were recorded as a result of operating losses, as well as other temporary differences between financial and tax accounting.

A valuation allowance is established against deferred tax assets if, based upon the evaluation of positive and negative evidence and the extent to which that evidence is objectively verifiable, it is more likely than not that some or all of the deferred tax assets will not be realized.

10 unchanged sentences

A change in recognition or measurement may result in the recognition of a tax benefit or an additional charge to the tax expense.

The Company may enter into complex, significant transactions involving mergers, acquisitions and legal entity restructurings that cross multiple tax jurisdictions.

Such transactions may require the engagement of outside advisors to provide expertise in developing tax positions and opinions on transactions.

These advisors can include tax, legal, accounting and valuation specialists.

All inputs are considered as the Company evaluates the ability to claim tax benefits with regard to such transactions in establishing the proper more likely than not position noted previously.

Even when the Company concludes to meet the more likely than not standard, risk may still exist that the taxing authorities may challenge the position, and these risks are greater with greater complexity of the transaction.

During fiscal year 2025, the Company recorded a $ 45.6 million benefit for a worthless stock deduction in the United States, which was reflected as a long-term tax receivable on the balance sheet, net of an unrecognized tax benefit of $ 2.5 million.

This transaction involved legal restructuring in foreign jurisdictions and the use of outside specialists.

The Company, with the assistance of specialists, evaluated the deduction and believes it is more likely than not to be sustained on its technical merits and has recognized the benefit accordingly in its financial statements.

The tax benefit will result from the carryback of a capital loss, which will be subject to Joint Committee on taxation review due to the amount of the refund claim.

The outcome of such review could result in a change to the tax benefit that was previously recorded in the financial statements.

Net Income (Loss) per Share

5 unchanged sentences

Recently Adopted Accounting Pronouncements

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 November 2023, the FASB issued Accounting Standards Update ("ASU") 2023 - 07, Improvements to Reportable Segment Disclosures .

The standard expands reportable segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

The Company adopted the new guidance beginning for fiscal year 2025.

Adoption of the new standard did not have a material impact on the Company's consolidated results of operations, financial position or cash flows.

The incremental disclosure required under the standard appear in Note 18, Segment and Geographic Information .

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 went 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.

Recently Issued Accounting Pronouncements

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

2 unchanged sentences

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.

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

The Company will adopt this standard in fiscal year 2026, which will result in an increase in disclosures required.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses.

The ASU requires companies to disaggregate operating expenses into specific categories such as employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations.

Additionally, in January 2025, the FASB issued ASU 2025 - 01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures , to clarify the effective date of ASU 2024 - 03.

ASU 2025 - 01 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted.

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

In September 2025, the FASB issued ASU 2025 - 06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350 - 40 ):

Targeted Improvements to the Accounting for Internal-Use Software.

The ASU simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

This update is effective for annual periods beginning after December 15, 2027.

The ASU may be applied prospectively, retrospectively or using a modified transition approach.

The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

Discontinued Operations

Disposition of the Semiconductor Automation Business

On September 20, 2021, the Company entered into a definitive agreement to sell its semiconductor automation business to Thomas H.

Lee Partners, L.P.

(“THL”) and the Company determined that the semiconductor automation business met the criteria to be classified as a discontinued operation and, as a result, its historical financial results are reflected in the consolidated financial statements as a discontinued operation, and assets and liabilities were classified as assets and liabilities held for sale.

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

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 which ranged 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.

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) for the twelve months ended September 30, 2022:

Disposition of B Medical Systems Business

During the first quarter of fiscal year 2025, following approval by the Board of Directors of the Company, the Company publicly announced its plan to sell the B Medical Systems business.

This action is intended to simplify the Company's portfolio and allow management to focus on driving revenue growth and profitability in its core businesses.

The decision followed work by the Board of Directors to evaluate strategic, operational and financial opportunities to maximize stockholder value.

The Company anticipates entering into a definitive agreement to sell its B Medical Systems business by the end of December 2025.

The Company determined that the B Medical Systems business met the “held for sale” criteria and “discontinued operations” criteria in accordance with FASB ASC 205 as of November 12, 2024.

Results related to the B Medical Systems business are included within discontinued operations.

The Consolidated Balance Sheet and Consolidated Statements of Operations, and the notes to the Consolidated Financial Statements, were retroactively reclassified for all periods presented to reflect the discontinuation of the B Medical Systems business in accordance with FASB ASC 205.

The Company measured the B Medical Systems business at the lower of carrying value or fair value less cost to sell at each reporting period.

During the fiscal year ended September 30, 2025, the Company recorded $ 93.1 million of estimated loss on assets held for sale based on the estimated fair value of the B Medical Systems business less costs to sell the business.

The fair value is based on the observable inputs received during the continued progression of the sales process.

The estimated loss on assets held for sale is included in “Loss from discontinued operations, net of tax” on the Consolidated Statements of Operations for the fiscal year ended September 30, 2025 and is included as a valuation allowance or contra-asset account within “Noncurrent assets held for sale” on the Consolidated Balance Sheets as of September 30, 2025.

The following table presents the financial results of the B Medical Systems business, included within discontinued operations (in thousands):

Year Ended September 30,

$ 58,569 $ 69,690 $ 101,091

9,399 13,435 12,032

Total revenue

67,968 83,125 113,123

Cost of revenue

41,073 64,871 85,315

8,906 12,360 7,294

Total cost of revenue

49,979 77,231 92,609

17,989 5,894 20,514

Operating expenses

Research and development

5,785 4,704 4,046

Selling, general and administrative

25,739 34,949 47,361

Impairment of goodwill and intangible assets

Contingent consideration - fair value adjustments

- - ( 18,549 )

Loss on assets held for sale

Restructuring charges

1,235 5,042 -

Total operating expenses

Operating income

Gain on divestiture

Income before income taxes

Income tax expense

Net income from discontinued operations

The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to the semiconductor automation business that are included in the Consolidated Statements of Cash Flows (in thousands):

125,877 156,012 32,858

Operating loss

( 107,888 ) ( 150,118 ) ( 12,344 )

Interest income (expense), net

Other income (expense), net

( 212 ) 911 1,258

Loss before income taxes

( 108,060 ) ( 148,921 ) ( 10,892 )

Income tax benefit

( 28,518 ) ( 8,390 ) ( 5,670 )

Loss from discontinued operations, net of tax

$ ( 79,542 ) $ ( 140,531 ) $ ( 5,222 )

The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to the B Medical Systems business that are included in the Consolidated Statements of Cash Flows (in thousands):

Year Ended September 30,

Depreciation and amortization

$ 3,768 $ 7,810 $ 7,935

Capital expenditures

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.

2,356 3,344 11,569

Impairment of goodwill

Loss on assets held for sale

The carrying value of the assets and liabilities of the discontinued operations with respect to the B Medical Systems business reflected as “held for sale” on the Consolidated Balance Sheets as of September 30, 2025 and 2024 was as follows (in thousands):

September 30, 2025

September 30, 2024

Cash and cash equivalents

$ 13,206 $ 30,899

Accounts receivable, net

10,090 18,539

42,137 44,390

Prepaid expenses and other current assets

Current Assets held for sale $ 73,535 $ 99,052

Property, plant and equipment, net

$ 50,968 $ 47,032

Intangibles, net

126,065 122,988

Valuation allowance

Noncurrent assets held for sale $ 85,006 $ 173,794

Accounts payable

$ 11,710 $ 11,089

Deferred revenue

Accrued warranty and retrofit costs

Accrued compensation and benefits

Accrued income taxes

Accrued expenses and other current liabilities

Current liabilities held for sale

$ 28,268 $ 30,050

Long-term deferred tax liabilities

Long-term operating lease liabilities

Other long-term liabilities

Noncurrent liabilities held for sale $ 14,291 $ 42,196

Disposition of Semiconductor Business

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

Lee Partners, L.P.

On July 1, 2019, the Company completed the sale of the semiconductor cryogenics business for $ 659.8 million to Edwards Vacuum LLC (a member of the Atlas Copco Group) (“Edwards”).

Both the semiconductor automation business and the semiconductor cryogenics business are considered discontinued operations.

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 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 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.

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 the release to the Company of $ 1.0 million from a separate indemnification escrow.

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 Company accrued an additional liability of $ 0.4 million for the 2020 Claim during the three months ended March 31, 2025 resulting in a total accrual of $ 2.1 million as of September 30, 2025 .

The Company had been informed that Edwards sought recovery for the 2020 Claim from the representation and warranty insurance Edwards obtained in connection with the closing of the sale of the semiconductor cryogenics business.

During the first quarter of fiscal year 2025, the Company was further informed that Edwards agreed to a payment under such insurance for claimed amounts more than the applicable indemnification deductibles established under the definitive agreement, but less than the total of claimed amounts submitted for recovery.

Although management believes that any indemnifiable losses in excess of the applicable deductibles established in the definitive agreement would have been covered by such insurance, and the Company further disputes any liability under applicable law, Edwards is seeking recovery from the Company for claimed amounts purportedly not covered, or inadequately covered, by such insurance (the “Claim for Uncovered Amounts”).

On September 12, 2025, 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 seeking more than $ 13 million, including attorney’s fees, arising from alleged breaches of representations and warranties relating to financial information provided by the Company in connection with the 2019 transaction (the “2025 Claim”).

On October 21, 2025, the Company filed a motion to dismiss the 2025 Claim on the basis that all claims asserted in that action are time-barred.

The Company’s motion to dismiss is pending as of December 4, 2025.

The Company cannot determine the probability of any losses or outcome of the Claim for Uncovered Amounts including the amount of any indemnifiable losses, if any, resulting from the 2025 Claim.

The Company, however, does not believe that this claim will have a material adverse effect on its consolidated financial position or results of operations, in each case, for continuing operations.

Any potential expense incurred by the Company for these claims would be reflected in discontinued operations.

In the event of unexpected subsequent developments and given the inherent unpredictability of these matters, there can be no assurance that the Company’s assessment of these claims will reflect the ultimate outcome, and an adverse outcome in these matters could, from time to time, have a material adverse effect on the Company’s consolidated financial position or results of operations in particular quarterly or annual periods.

Business Combinations

4 unchanged sentences

The measurement period to finalize the fair values is completed within one year after the respective acquisition date.

Acquisitions Completed in Fiscal Year 2023

On February 2, 2023, the Company acquired Ziath, Ltd.

10 unchanged sentences

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

B Medical Systems S.

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.

B Medical’s results of operations are reported in the Company’s Life Sciences Products segment from the date of acquisition.

The Company paid a total initial cash purchase price at closing of $ 424.0 million, as adjusted for cash acquired and other items pursuant to the acquisition agreement.

B Medical Systems Holdings S.A (the “Seller”) was eligible to earn up to €50.0 million in contingent consideration based upon achievement of certain financial metrics by B Medical.

The Company repaid B Medical’s outstanding debt of $ 43.1 million prior to September 30, 2022 which was included in the purchase price and was classified in prepaid assets as of September 30, 2022.

In addition, the Company recorded $ 381.0 million in short-term restricted cash as of September 30, 2022, which was reserved to complete the acquisition which occurred on October 3, 2022.

The contingent consideration payment from the Company to the Seller was based on achievement of certain revenue targets over the one -year period from October 3, 2022 to September 30, 2023.

The Company recorded the estimated fair value of the contingent consideration liability utilizing a Monte Carlo simulation that incorporates revenue projections, revenue growth rates of comparable companies, implied volatility and a risk adjusted discount rate.

Each quarter, the Company was required to remeasure the fair value of this liability as assumptions changed over time and any resulting adjustments in the fair value of this liability were recorded in “Operating expenses” in the Consolidated Statements of Operations.

This fair value measurement was based on significant inputs not observable in the market and thus represented a Level 3 measurement.

This fair value measurement was directly impacted by the Company’s estimate of future incremental revenue growth of the business.

Accordingly, if actual revenue growth was higher or lower than the estimates within the fair value measurement, the Company would record additional charges or gains.

This liability was revalued from $ 18.5 million as of December 31, 2022 to zero as of June 30, 2023.

The purchase price was allocated to B Medical’s tangible and identifiable intangible assets acquired and liabilities assumed based on the estimated fair values as of October 3, 2022, as set forth below (in thousands):

Accounts receivable

Property plant and equipment

Identifiable Intangible Assets:

Completed technology

Customer relationships

Other liabilities

Deferred income taxes, net

Total purchase price, net of cash acquired

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 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.

As part of the purchase price allocations, the Company determined the identifiable intangible assets were completed technology value, trademarks, customer relationships and backlog.

The fair value of the intangible assets was estimated using the income approach, specifically the multi-period excess earnings method, and the cash flow projections were discounted using a rate of 13 %.

The cash flows were based on estimates used to price the transaction, and the discount rate applied was benchmarked to the implied rate of return from the transaction and the weighted average cost of capital.

The weighted average life of completed technology is 10 years, customer relationships is 16 years, trademarks is five years and backlog is one year.

The intangible assets acquired are amortized over their respective weighted average life using methods that approximate the pattern in which the economic benefits are expected to be realized.

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 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,

$ 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)

$ ( 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.

Accordingly, the unaudited pro forma financial information does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations.

Acquisition Completed in Fiscal Year 2022

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, 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.

The acquisition added innovative products and capabilities that extend the Company’s extensive cold chain of condition portfolio of products and services, while also expanding the Company’s customer reach in the fast-growing cell and gene therapy (“CGT”) space.

The allocation of the consideration included $ 3.0 million of customer relationships, $ 29.0 million of technology, $ 60.5 million of goodwill, $ 9.8 million of deferred tax liabilities, and several other assets and liabilities.

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

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.

Marketable Securities

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 .

During fiscal years 2025 and 2024 , the Company had sales and maturities of marketable securities of $ 389.5 million and $ 666.2 million, respectively.

Realized gains on the sales of marketable securities were insignificant for the fiscal year ended September 30, 2025 and 2024 .

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, 2025 and 2024 (in thousands):

7 unchanged sentences

4,199 — — 4,199

Municipal securities

11,048 — 69 11,117

$ 262,578 $ ( 94 ) $ 238 $ 262,722

September 30, 2024:

20 unchanged sentences

Derivative Instruments

Net gains and losses related to foreign exchange contracts are recorded as a component of “Other income (expense)” in the accompanying Consolidated Statements of Operations and are as follows for the fiscal years ended September 30, 2024, 2023 and 2022 (in thousands):

Net gains and losses related to foreign exchange contracts are recorded as a component of “Other income (expense)” in the Consolidated Statements of Operations and are as follows for the fiscal years ended September 30, 2025, 2024 and 2023 (in thousands):

Year Ended September 30,

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

Realized losses on derivatives not designated as hedging instruments

$ ( 4,103 ) $ ( 2,808 ) $ ( 1,174 )

20 unchanged sentences

Hedging Activities

On February 1, 2022, the Company entered into a cross-currency swap agreement to hedge the variability of exchange rate impacts between the U.

On February 1, 2023, the Company entered into a 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 $ 1.0 billion for €915.0 million at a weighted average interest rate of 1.20 %.

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 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.

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.

3 unchanged sentences

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.

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

At the maturity of the cross currency-swap on February 3, 2025, the Company delivered a notional amount of €70.0 million and received a notional amount of $ 73.0 million at a Euro to U.S.

4 unchanged sentences

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 2, 2026.

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 swaps were $ 33.4 million and $ 1.9 million and recorded within a “Derivative liability” as of September 30, 2025 and September 30, 2024, respectively, in the Consolidated Balance Sheets.

The outstanding 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

Summary of Significant Accounting Policies and in Note

Fair Value Measurements below.

25 unchanged sentences

As of September 30, 2025 and 2024 , the Company had cumulative capitalized direct costs of $ 38.5 million and $ 32.8 million, respectively, associated with the development of software for its internal use.

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.

As of September 30, 2025 , this balance included $ 1.1 million associated with software still in the development stage included within “Property, plant and equipment, net” in the Consolidated Balance Sheets.

During fiscal year 2025 , the Company capitalized direct costs of $ 5.7 million associated with the development of software for its internal use.

Goodwill and Intangible Assets

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

2 unchanged sentences

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

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

The Company determined that a sustained decline in its stock price was an indicator of potential impairment and performed an interim quantitative goodwill impairment test for its reporting units as of June 30, 2025.

The Company concluded that there was no impairment to goodwill for its Sample Management Solutions and Multiomics reporting units as of June 30, 2025.

Based on the results of the interim quantitative impairment test performed as of June 30, 2025, the fair values of the Sample Management Solutions and Multiomics reporting units exceeded their respective carrying amounts.

The Company concluded that there was no impairment to goodwill for the Sample Management Solutions and Multiomics reporting units as of June 30, 2025.

The estimated fair value of each of the reporting units was derived based on the income approach and the market approach which were weighed at 75% and 25%, respectively, as of June 30, 2025.

The DCF Method was used in the income approach which reflected the Company’s assumptions regarding revenue growth rates, forecasted gross profit margins, research and development expenses, selling, general and administrative expenses, capital expenditures, discount rates, terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of the Sample Management Solutions and Multiomics reporting units.

The guideline company method was used in the market approach and publicly traded companies in similar lines of business were identified and used in an analysis to estimate the fair value.

The Company qualitatively evaluated goodwill for impairment during the remainder of fiscal 2025 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 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 and the guideline company method 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 since September 30, 2023 ( in thousands):

Life Sciences Products

Life Sciences Services

Sample Management Solutions

Balance - September 30, 2023

$ 316,326 $ 359,035 $ — $ — $ 675,361

Segment recast (1)

$ ( 316,326 ) $ ( 359,035 ) $ 478,601 $ 196,760 $ —

3 unchanged sentences

$ — $ — $ 494,649 $ 196,760 $ 691,409

Segment recast (1)

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

— — — — ( 111,317 ) ( 111,317 )

Currency translation adjustments

14 unchanged sentences

727 293 434 726 195 531

Non-competition agreements

— — — 681 568 113

Customer relationships

248,846 195,559 53,287 248,036 178,283 69,753

Other intangibles

$ 362,294 $ 260,480 $ 101,814 $ 359,938 $ 234,896 $ 125,042

$ 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 .

For further details regarding the goodwill and intangible assets obtained from 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.

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 Consolidated Statements of Operations during the fiscal year ended September 30, 2024.

Amortization expense for intangible assets was $ 24.4 million, $ 28.6 million, and $ 32.1 million, respectively, for the fiscal years ended September 30, 2025, 2024 and 2023 .

Estimated future amortization expense for the intangible assets as of September 30, 2024 is as follows (in thousands):

Estimated future amortization expense for the intangible assets as of September 30, 2025 is as follows for the subsequent five fiscal years and thereafter (in thousands):

Restructuring

5 unchanged sentences

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, 2025 are severance and related costs.

Of the total restructuring expenses in the fiscal year ended September 30, 2025, $ 2.0 million is related to the Sample Management Solutions segment;

$ 2.1 million is related to the Multiomics segment, and $ 1.1 million is related to corporate.

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.

Of the total restructuring expenses in the fiscal year ended September 30, 2024, $ 3.2 million is related to the Sample Management Solutions segment and $ 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 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.

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

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.

4 unchanged sentences

Property, plant and equipment and other asset write-offs

ROU asset abandonment

Right-of-use asset abandonment

Total restructuring charges

3 unchanged sentences

Balance at beginning of period

$ 1,011 $ 462

Provisions and adjustments

1 unchanged sentence

Balance at end of period

$ 957 $ 1,011

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

53 unchanged sentences

Financing cash flows - finance leases

ROU assets obtained in exchange for lease liabilities:

Right-of-use assets obtained in exchange for lease liabilities:

Operating leases

1 unchanged sentence

Finance leases

$ 808 $ 1,813

Future lease payments for operating leases as of September 30, 2025 are as follows for the subsequent five fiscal years and thereafter (in thousands):

7 unchanged sentences

$ 1,510 $ 58,419

As of September 30, 2025, in addition to the amounts disclosed above, the Company has lease commitments of approximately $ 4.5 million for an operating lease that was signed and will commence in the first quarter of fiscal year 2026.

Supplementary Balance Sheet Information

50 unchanged sentences

$ 5,213 $ 3,974 $ 2,890

Adjustments for acquisitions and divestitures

Accruals for warranties during the year

10 unchanged sentences

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.

As of September 30, 2024, the Company had 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 had 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 and 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.

No additional repurchase authorization has been approved and as such there were no shares repurchased during the fiscal year ended September 30, 2025.

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 $ 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.

The Company paid the remaining excise tax due in connection with the 2022 Repurchase Authorization, totaling $ 11.4 million, in fiscal year 2025.

Preferred Stock

8 unchanged sentences

on Derivative

Asset or Liability

Balance at September 30, 2022

9 unchanged sentences

Amounts reclassified from accumulated other comprehensive income (loss)

— — — 107 107

Balance at September 30, 2024

17 unchanged sentences

126,959 122,394 111,129

B Medical Systems

83,125 113,122 -

Total revenue

12 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 $ 29.2 million and $ 24.2 million at September 30, 2024 and 2023, respectively.

Contract asset balances which are included within “Prepaid expenses and other current assets” on the Consolidated Balance Sheet, were $ 37.3 million and $ 28.9 million at September 30, 2025 and 2024 , respectively.

Revenue of $ 30.4 million recognized during the year ended September 30, 2025 and $ 18.6 million recognized during the year ended September 30, 2024 contributed to the contract asset balances at September 30, 2025 and 2024 , respectively.

2 unchanged sentences

Contract assets and liabilities are reported on a net basis at the contract level, depending on the contracts position at the end of each reporting period.

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

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

Contract liabilities were $ 34.5 million, $ 30.5 million, and $ 34.2 million at fiscal years ended September 30, 2025, 2024 and 2023 , respectively.

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

These costs are recorded within “Selling, general and administrative” expenses on the Company’s Consolidated Statement of Operations.

These costs are recorded within “Selling, general and administrative” expenses on the Consolidated Statement of Operations.

The Company accounts for shipping and handling activities as fulfillment activities and recognize the associated expense when control of the product has transferred to the customer.

Stock Based Compensation

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 accordance with the 2020 Equity Incentive Plan (the “2020 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 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.

In accordance with 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 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):

The following table reflects stock-based compensation expense for continuing operations recorded during the fiscal years ended September 30, 2025, 2024 and 2023 (in thousands):

Year Ended September 30,

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963 1,245 1,345

Total stock-based compensation expense for continuing and discontinued operations

Total stock-based compensation expense for continuing operations

$ 19,849 $ 13,750 $ 8,791

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$ 16,475 $ 11,825 $ 7,472

During the fiscal years ended September 30, 2025, 2024 and 2023 the Company recorded $ 1.0 million, $ 0.9 million, and $ 0.6 million, respectively, of stock-based compensation expense for discontinued operations.

Restricted Stock Unit Activity

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(in thousands)

Outstanding as of September 30, 2023

Unvested as of September 30, 2024

764,111 $ 59.65

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( 167,942 ) $ 68.77

Outstanding as of September 30, 2024

Unvested as of September 30, 2025

1,029,834 $ 49.29

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448,375 282,268 311,609

Common stock awards

Performance-based restricted stock units

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641,843 665,893 590,066

All restricted stock units granted during the fiscal year ended September 30, 2025 included in the table above relate to continuing operations.

Restricted stock units granted during the fiscal years ended September 30, 2024 and September 30, 2023 included in the table above include 35,999 and 53,942 units related to discontinued operations, respectively.

Time-Based Restricted Stock Unit Grants

Restricted stock units granted with a required service period typically have three -year vesting schedules in which one - third of awards vest at each annual anniversary of grant date, subject to the award holders meeting service requirements.

Certain members of the Board of Directors have elected to defer receiving their annual stock awards and related quarterly dividends, if any, until they attain a certain age or cease to provide services as a member of the Company’s Board of Directors.

Annual deferred stock awards granted during fiscal years 2024 , 2023 , and 2022 vested upon issuance.

Performance-Based Restricted Stock Unit Grants

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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.

Performance below the minimum threshold for each financial metric results in award forfeiture.

Performance goals are measured over a three -year period for each year’s restricted stock unit awards and at the end of the period to determine the number of restricted stock units earned, if any, by recipients who continue to meet the service requirement.

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.

The performance goals, as amended, were more reflective of the then 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.

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The Company recorded expense of $ 1.1 million during the fiscal year ended September 30, 2025 related to the modified awards.

These performance-based restricted stock unit awards granted 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.

Performance below the minimum threshold for each financial metric results in award forfeiture.

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

For restricted stock unit awards that include vesting based on performance conditions, the fair values are estimated based on the intrinsic values of the awards at the grant date.

In November 2024 , the Company issued restricted stock unit awards with vesting based on market conditions, which will vest based on achievement of the Company's relative total shareholder return against the defined peer group over a three -year period.

The fair values for those grants that include vesting based on market conditions are estimated using the Monte Carlo simulation model.

The key assumptions used in the Monte Carlo simulation included (i) the expected volatility of 49.3 % to 50.3 % based on the three -year daily historical volatility as measured on the grant date, (ii) risk-free interest rate of 3.96 % to 4.27 % based on U.S.

The compensation cost is recognized ratably over the requisite service period for those grants, which will not be reversed solely because the market condition is not satisfied.

Awards Granted to the Board of Directors

The stock-based compensation granted to members of the Company’s Board of Directors includes common stock awards, restricted stock unit awards and deferred common stock and restricted stock unit awards.

The stock-based compensation granted to members of the Company’s Board of Directors includes Company shares or restricted stock units.

Non-employee directors may elect to defer receipt of their stock compensation in exchange for a credit, in restricted stock units, to a deferred restricted stock unit (“deferred RSU”) account.

Directors who make a deferral election will have no rights as stockholders of the Company with respect to amounts credited to their deferred RSU account.

The restricted stock units credited to the deferred RSU account will be released at the time specified in the director’s deferral election, but no later than as soon as administratively feasible following the date the director reaches age 65 or the director’s termination of Board service.

Certain members of the Board of Directors have elected to defer receipt of their stock compensation and received a credit of restricted stock units in their deferred RSU account and the total number of deferred stock awards held by the non-employee directors was 26,079 as of September 30, 2025.

Employee Stock Purchase Plan

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Valuation Assumptions for an Employee Stock Purchase Plan

The fair value of shares issued under the employee stock purchase plan is estimated on the commencement date of each offering period using the Black-Scholes option-pricing model with the following weighted average assumptions for the fiscal years ended September 30, 2024, 2023 and 2022 :

The fair value of shares issued under the 2017 Plan is estimated on the commencement date of each offering period using the Black-Scholes option-pricing model with the following weighted average assumptions for the fiscal years ended September 30, 2025, 2024 and 2023 :

Year Ended September 30,

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6 months 6 months 6 months

Dividend yield

The risk-free rate is based on the U.S.

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Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables summarize assets and liabilities measured and recorded at fair value on a recurring basis in the accompanying Consolidated Balance Sheets as of September 30, 2024 and 2023 (in thousands):

The following tables summarize assets and liabilities measured and recorded at fair value on a recurring basis in the Consolidated Balance Sheets as of September 30, 2025 and 2024 (in thousands):

As of September 30, 2025

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262,722 8,027 254,695 —

Convertible debt securities

Investment in equity securities

2,100 — — 2,100

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198,616 37,584 161,032 —

Convertible debt securities

2,000 — — 2,000

Foreign exchange contracts

Net investment hedge

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

Net investment hedge

1,915 — 1,915 —

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Cash Equivalents

Cash equivalents consist of money market funds and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

Cash equivalents consisting of money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

Cash equivalents consisting of certificates of deposit are classified within Level 2 of the fair value hierarchy because they are valued using observable market inputs, not active market prices.

The Company considers all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be 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

Convertible Debt Securities and Investment in Equity 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 Company accounted for the investment in these convertible notes at fair value with changes in fair value recognized in the Consolidated Statement of Operations.

As of the conversion of these notes into preferred stock of the private company described below, the fair value of the convertible notes was $ 2.1 million.

During the first quarter of fiscal year 2025 , the Company converted the convertible notes into 420,000 shares of preferred stock of the private company.

The conversion did not result in the recognition of additional gain or loss on the convertible notes.

The shares of preferred stock are equity securities and within the scope of ASC 321, Investments - Equity Securities .

The Company elected the measurement alternative for its investment in the shares of preferred stock because the shares do not have a readily determinable fair value.

As of September 30, 2025, the carrying value of the investment in the shares of preferred stock was $ 2.1 million and is included in “Other assets” on the Consolidated Balance Sheets.

The fair value determination is classified as Level 3 based on unobservable inputs 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 and liabilities are measured and reported at fair value using the market method valuation technique.

The Company's foreign exchange contract assets and liabilities, and its 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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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 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.

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 during the fiscal year ended September 30, 2023.

As described in Note 8 , Goodwill and Intangible Assets, the Company concluded that there was no impairment to goodwill for its Sample Management Solutions and Multiomics reporting units during fiscal year 2025 and 2024.

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 Consolidated Statements of Operations during the fiscal year ended September 30, 2024.

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

Year Ended September 30,

Current income tax (benefit) expense

Current income tax expense (benefit)

$ ( 45,468 ) $ 227 $ ( 45 )

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12,265 11,150 8,549

Total current income tax (benefit) expense

Total current income tax expense

( 31,764 ) 12,979 10,176

Deferred income tax (benefit) expense:

Deferred income tax expense (benefit):

291 ( 4,773 ) ( 18,737 )

1 unchanged sentence

( 187 ) ( 4,283 ) ( 3,014 )

Total deferred income tax (benefit) expense

Total deferred income tax expense (benefit)

163 ( 7,738 ) ( 22,141 )

Income tax (benefit) expense

Income tax expense (benefit)

$ ( 31,601 ) $ 5,241 $ ( 11,965 )

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26,533 20,523 33,395

Loss before income taxes

Loss from continuing operations before income taxes

$ ( 7,143 ) $ ( 19,125 ) $ ( 20,005 )

8 unchanged sentences

953 ( 3,521 ) 1,477

Impact of investments in subsidiaries

Worthless stock deduction

( 45,600 ) — —

Nontaxable gain from acquisition earn-out liability reversal

Impact of investments in subsidiaries

( 23,348 ) ( 22,583 ) ( 6,059 )

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Global intangible low taxed income, net of foreign tax credits

Impact of tax rate changes

4,914 3,767 310

Impact of tax rate changes

( 928 ) ( 46 ) ( 1,391 )

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( 111 ) 1,461 1,069

Impact of effective state tax rate change

Goodwill impairment

Research and development expense deduction

2 unchanged sentences

$ ( 31,601 ) $ 5,241 $ ( 11,965 )

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.

During fiscal year 2025, the Company recorded a $ 45.6 million tax benefit for a worthless stock deduction on an investment in a foreign subsidiary.

The tax benefit is recorded as a long-term tax receivable on the balance sheet as it is driven by a capital loss that will be carried back to the federal tax return for fiscal year 2022.

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.

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

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.

During the fiscal year 2025, the Company repatriated approximately $ 41.1 million of cash from its China subsidiary and authorized the future repatriation of $ 21.5 million.

The Company recorded a net tax provision in the amount of $ 6.4 million related to the repatriation.

There is no plan to repatriate earnings as of September 30, 2025 with the exception of the $ 21.5 million noted above.

The remaining foreign earnings total approximately $ 377.5 million as of September 30, 2025 and are expected to be reinvested in foreign operations and acquisitions.

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state income taxes.

Substantially all of the unremitted earnings of the Company have been taxed in the U.S.

based on the international tax regulations.

Substantially all of the unremitted earnings of the Company have been federally taxed in the United States based on the international tax regulations.

The global minimum tax of fifteen percent under the Organization for Economic Cooperation and Development’s (“OECD”) Pillar Two Global Anti-Base Erosion Rule is currently effective in certain jurisdictions in which we operate.

The OECD continues to issue guidance on the framework and various countries continue to enact legislation with respect to their application of the framework.

The Company has considered these rules in effect in the countries in which it operates and there is currently no impact to its financial statements.

The rules are being monitored closely in the United States and the Company expects to be below the revenue threshold.

On July 4, 2025, the “One Big Beautiful Bill Act” was signed into U.S.

tax law, extending many international provisions of the 2017 Tax Cuts and Jobs Act and providing additional favorable incentives.

The Company will continue to monitor the financial impact of these changes.

In the near term, the Company does not expect these changes to have an impact on the effective tax rate or cash flows.

Many of the key incentives are not initially being elected by the Company.

The significant components of the net deferred tax assets and liabilities as of September 30, 2025 and 2024 are as follows (in thousands):

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Equity compensation

Net operating loss carryforwards

Loss carryforwards

86,724 44,356

Lease liabilities

2 unchanged sentences

Deferred revenue

Outside basis differences in subsidiaries

Net unrealized loss on hedging and investments

Deferred tax assets

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( 904 ) ( 605 )

Net unrealized gain on hedging and investments

Outside basis differences in subsidiaries

Deferred tax liabilities

2 unchanged sentences

( 102,021 ) ( 44,222 )

Net deferred tax asset (liability)

Net deferred tax liability

$ ( 17,843 ) $ ( 17,794 )

The deferred tax assets on the balance sheets for September 30, 2025 and 2024 also include $ 0.3 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.

ASC Topic 740, Income Taxes , 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.

The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified.

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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 maintains valuation allowances of $ 27.9 million against deferred tax assets in the United States as of September 30, 2025.

The Company also maintains valuation allowances against net deferred tax assets in certain foreign jurisdictions totaling $ 74.1 million as of September 30, 2025.

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.

As of September 30, 2025 , the Company has tax-effected federal, state and foreign loss carry-forwards of approximately $ 4.4 million, $ 7.4 million and $ 74.9 million, respectively.

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

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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.

As a result of these studies, the Company has determined that ownership changes have occurred primarily in connection with acquisitions when the Company has issued stock to the sellers, as well as ownership changes in the subsidiaries acquired by the Company.

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.

As a result of these studies, the Company has determined that ownership changes occurred primarily in connection with acquired subsidiaries.

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

Subsequent ownership changes may further affect the limitation in future years.

The Company maintains liabilities for unrecognized tax benefits.

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$ 298 $ 1,679 $ 2,006

Additions from current year positions

Reductions from lapses in statutes of limitation

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$ 2,500 $ 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 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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The years subject to examination vary for the United States and international jurisdictions, with the earliest tax year being 2019.

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 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 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):

In fiscal year 2025, the Company recognized tax benefits of $ 0.3 million due to statute of limitations expirations.

Net Loss per Share

The following table shows the computation of basic and diluted loss per share for the fiscal years ended September 30, 2025, 2024 and 2023 (in thousands, except per share data):

Year Ended September 30,

Loss from continuing operations

(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:

Income (loss) from continuing operations

$ 24,458 $ ( 24,366 ) $ ( 8,040 )

Loss from discontinued operations, net of tax

( 80,221 ) ( 140,531 ) ( 6,596 )

( 55,763 ) ( 164,897 ) ( 14,636 )

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

45,743 53,175 66,253

Dilutive restricted stock units

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

45,896 53,175 66,253

Basic net loss per share:

Loss from continuing operations

(Loss) income from discontinued operations, net of tax

Basic net (loss) income per share

Diluted net (loss) income per share:

$ 0.53 $ ( 0.46 ) $ ( 0.12 )

Loss from discontinued operations, net of tax

( 1.75 ) ( 2.64 ) ( 0.10 )

Basic net loss per share

$ ( 1.22 ) $ ( 3.10 ) $ (0.22 )

Diluted net loss per share:

Loss from continuing operations

(Loss) income from discontinued operations, net of tax

Diluted net (loss) income per share

$ 0.53 $ ( 0.46 ) $ ( 0.12 )

Loss from discontinued operations, net of tax

( 1.75 ) ( 2.64 ) ( 0.10 )

Diluted net loss per share

$ ( 1.22 ) $ ( 3.10 ) $ (0.22 )

For the fiscal year ended September 30, 2025, unvested restricted stock units and shares issued by the Company under the employee stock purchase plan representing 158,856 shares were excluded from the computation of diluted income per share from continuing operations as their inclusion would have been antidilutive.

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 (“CODM”) in deciding how to allocate resources and to assess performance.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which discrete financial information is available and regularly reviewed by the CODM in deciding how to allocate resources and to assess performance.

The Company’s operations are organized and managed by type of products and services and segment information is reported accordingly.

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:

There have been no operating segments aggregated to arrive at the Company’s reportable segments.

Revenues for all operating segments include only transactions with unaffiliated customers and include no intersegment revenues.

The accounting policies of the reportable segments are the same as those described in Note 2, Summary of Significant Accounting Policies .

As of November 12, 2024 , the Company’s B Medical Systems business met the “held for sale” criteria and “discontinued operations” criteria in accordance with FASB ASC 205 and the results of the B Medical Systems business are included within discontinued operations.

As a result, the Company’s continuing operations includes the following two operating and reportable segments:

Sample Management Solutions .

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

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

Management considers adjusted operating income (loss) as the primary performance metric when evaluating each segment’s operations.

The Company uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitates comparison of performance for determining compensation.

The CODM uses segment revenues and segment adjusted operating income (loss) predominantly in the monthly and quarterly business review processes.

During these processes, the CODM considers budget-to-actual variances to evaluate both internal (for example, changes in selling prices, strategic growth investments, productivity and business mix) and external (for example, inflation and foreign currency) events and conditions.

The following is the summary of the financial information for the Company’s reportable segments for the fiscal years ended September 30, 2025, 2024 and 2023 (in thousands):

3 unchanged sentences

269,231 254,552 248,296

B Medical Systems

83,125 113,122 -

Total revenue

4 unchanged sentences

( 11,937 ) ( 7,733 ) ( 13,337 )

B Medical Systems

( 5,669 ) 919 —

Segment adjusted operating income (loss)

2 unchanged sentences

7,965 8,066 7,847

Purchase accounting impact on inventory

Amortization of intangible assets other than completed technology

5 unchanged sentences

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)

2,403 4,874 8,962

Other unallocated corporate expenses

Other miscellanous expenses

Total operating loss

4 unchanged sentences

922 ( 732 ) ( 2,300 )

Loss before income taxes

Loss from continuing operations before income taxes

$ ( 7,143 ) $ ( 19,125 ) $ ( 20,005 )

2 unchanged sentences

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.

Transformation costs in the period result from actions taken as part of the Company’s 2024 transformation 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.

Adjusted operating income (loss) excludes charges related to amortization of intangible assets, transformation costs, restructuring charges, goodwill and intangible asset impairment, merger and acquisition costs, costs related to share repurchase and governance-related matters, and other miscellaneous expenses.

The segment expenses regularly provided to the CODM are adjusted cost of revenues which primarily consist of costs of direct materials and direct labor, freight, warranty, depreciation expenses, and facilities costs and adjusted operating expenses which primarily consists of employee salaries and benefits for R&D, selling, marketing, and administrative personnel, commissions, advertising and promotional expenses, audit, legal and strategic consulting fees, depreciation expenses, facilities costs, insurance, and information systems costs.

Centrally incurred costs are primarily allocated to segments using a percentage of budgeted segment revenue over total revenue.

Sample Management Solutions

Year Ended September 30,

Total revenue

$ 324,590 $ 318,896 $ 303,190

Adjusted cost of revenue

163,345 173,173 169,106

Adjusted operating expenses

133,695 134,617 136,377

Adjusted operating income (loss)

$ 27,550 $ 11,106 $ ( 2,293 )

Other Information

Depreciation Expense

$ 11,457 $ 10,708 $ 10,527

Year Ended September 30,

Total revenue

$ 269,231 $ 254,552 $ 248,296

Adjusted cost of revenue

152,161 137,230 135,324

Adjusted operating expenses

129,007 125,055 126,309

Adjusted operating income (loss)

$ ( 11,937 ) $ ( 7,733 ) $ ( 13,337 )

Other Information

Depreciation Expense

$ 15,249 $ 14,486 $ 14,208

The following is the summary of the asset information for the Company's reportable segments as of September 30, 2025 and 2024 (in thousands):

1 unchanged sentence

September 30, 2024

September 30, 2023

Sample Management Solutions

1 unchanged sentence

445,212 462,825 534,437

B Medical Systems

$ 1,299,614 $ 1,312,243 $ 1,209,684

$ 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, 2025 and 2024 (in thousands):

1 unchanged sentence

September 30,

Segment assets

3 unchanged sentences

Deferred tax assets

General corporate assets

54,500 23,632 28,024

Assets held for sale

158,541 272,846 542,153

$ 2,059,582 $ 2,100,265 $ 2,885,345

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

5 unchanged sentences

58,347 58,242 52,131

58,260 51,787 53,867

United Kingdom

2 unchanged sentences

107,370 95,154 87,186

Asia Pacific/ Other

23,280 21,320 25,630

4,433 6,474 8,474

Total revenue

$ 593,821 $ 573,448 $ 551,486

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

Net long-lived assets, excluding goodwill and other intangible assets, by geographic area as of September 30, 2025 and 2024 is as follows (in thousands):

September 30,

3 unchanged sentences

31,012 34,300

Asia Pacific/ Other

Total property, plant, and equipment, net

Total long-lived assets, net

$ 208,002 $ 216,028

Significant Customers

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.

There were no customers that accounted for more than 10% of the Company's consolidated revenue for fiscal years 2025 , 2024 , and 2023 .

As of September 30, 2025, 2024 and 2023 there were no customers that accounted for 10% or more of the Company’s accounts receivable balance.

3 unchanged sentences

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

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 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 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.

However, the Company does not believe that this claim will have a material adverse effect on its consolidated financial position or results of operations.

If the resolution of the 2020 Claim results in indemnifiable losses in excess of the applicable indemnification deductibles established under the definitive agreement, Edwards would be required to seek recovery under the representation and warranty insurance Edwards obtained in connection with the closing of the sale of the semiconductor cryogenics business.

Management believes that any indemnifiable losses in excess of the applicable deductibles established in the definitive agreement would be covered by such insurance.

For indemnifiable claims other than those arising from breaches of representations and warranties and for indemnifiable claims arising from breaches of representations and warranties exceeding the maximum coverage of the representations and warranties insurance policy, Edwards could seek recovery of such indemnifiable losses, if any, directly from the Company.

The Company considers all claims on a quarterly basis and based on known facts assesses whether potential losses are considered reasonably possible, probable, and estimable.

Based upon this assessment, the Company then evaluates disclosure requirements and whether to accrue for such claims in the consolidated financial statements.

At September 30, 2025 and as of the date of issuance of these consolidated financial statements, the Company believes that no new material provision for liability nor new disclosure is required related to any claims.

In the event of unexpected subsequent developments and given the inherent unpredictability of these matters, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s consolidated financial position or results of operations in particular quarterly or annual periods.

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 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.

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 United States from its GENEWIZ business.

As a result of this review and an 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 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.

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 United States during the period from December 2021 to July 2024.

As of September 30, 2025, the Company does not anticipate any penalties associated with this payment because 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.

The Company expects that the U.S.

customs authorities will issue the final audit results for these periods by the end of the third quarter of fiscal year 2026 .

Purchase Commitments

At September 30, 2024 , the Company had non-cancellable commitments of $ 69.9 million, comprised of purchase orders for inventory of $ 53.1 million, and information technology related commitments of $ 16.8 million.

Subsequent Events

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):

At September 30, 2025 , the Company had non-cancellable commitments of $ 38.2 million, comprised of purchase orders for inventory of $ 28.7 million, and other operating expense commitments of $ 9.5 million.

Revision of Previously Issued Quarterly Information (Unaudited)

The following tables present selected unaudited Condensed Consolidated Statements of Operations, Statements of Comprehensive Income (Loss),Statements of Cash flows for each quarter of the periods indicated, as well as information about the impact of the revision adjustments discussed in Note 2, Summary of Significant Accounting Policies, on the previously reported amounts for those periods, and the Condensed Consolidated Balance Sheets for periods within fiscal 2025 (in thousands, except per share data):

Three months ended

December 31, 2023

March 31, 2024

June 30, 2024

September 30, 2024

$ 43,707 $ 38,772 $ 44,028 $ 47,210

98,490 97,583 100,264 103,394

Total revenue

142,197 136,355 144,292 150,604

Cost of revenue

26,499 24,185 26,481 28,281

53,929 52,394 53,221 53,836

Total cost of revenue

80,428 76,579 79,702 82,117

61,769 59,776 64,590 68,487

Operating expenses

Research and development

7,987 8,410 7,588 7,539

Selling, general and administrative

67,857 67,960 62,407 64,734

Impairment of goodwill and intangible assets

Restructuring Charges

786 3,428 1,701 851

Total operating expenses

76,630 84,456 71,696 73,124

Operating loss

( 14,861 ) ( 24,680 ) ( 7,106 ) ( 4,637 )

Interest income, net

9,955 9,479 7,925 5,532

Other income (expense), net

518 ( 268 ) ( 378 ) ( 604 )

(Loss) income from continuing operations before income taxes

( 4,390 ) ( 15,469 ) 443 291

Income tax expense

1,340 1,292 573 2,036

Loss from continuing operations

( 5,730 ) ( 16,761 ) ( 130 ) ( 1,745 )

Loss from discontinued operations, net of tax

( 8,532 ) ( 120,681 ) ( 6,424 ) ( 4,894 )

$ ( 14,262 ) $ ( 137,442 ) $ ( 6,554 ) $ ( 6,639 )

Basic net loss per share:

Loss from continuing operations

$ ( 0.10 ) $ ( 0.30 ) $ - $ ( 0.04 )

Loss from discontinued operations, net of tax

( 0.15 ) ( 2.18 ) ( 0.12 ) ( 0.10 )

Basic net loss per share

$ ( 0.25 ) $ ( 2.48 ) $ ( 0.12 ) $ ( 0.14 )

Diluted net loss per share:

Loss from continuing operations

$ ( 0.10 ) $ ( 0.30 ) $ - $ ( 0.04 )

Loss from discontinued operations, net of tax

( 0.15 ) ( 2.18 ) ( 0.12 ) ( 0.10 )

Diluted net loss per share

$ ( 0.25 ) $ ( 2.48 ) $ ( 0.12 ) $ ( 0.14 )

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

56,709 55,440 52,963 48,079

Three months ended

December 31, 2024

March 31, 2025

June 30, 2025

September 30, 2025

$ 43,827 $ 41,955 $ 39,387 $ 48,020

103,609 101,383 104,468 111,172

Total revenue

147,436 143,338 143,855 159,192

Cost of revenue

24,041 24,994 19,572 26,287

54,576 55,561 57,879 60,631

Total cost of revenue

78,617 80,555 77,451 86,918

68,819 62,783 66,404 72,274

Operating expenses

Research and development

7,113 7,602 7,417 8,258

Selling, general and administrative

69,976 69,795 60,083 61,709

Restructuring Charges

431 3,580 754 406

Total operating expenses

77,520 80,977 68,254 70,373

Operating loss

( 8,701 ) ( 18,194 ) ( 1,850 ) 1,901

Interest income, net

4,298 4,489 4,973 5,019

Other income (expense), net

1,204 1,158 ( 820 ) ( 620 )

(Loss) income from continuing operations before income taxes

( 3,199 ) ( 12,547 ) 2,303 6,300

Income tax (benefit) expense

3,874 7,243 2,635 ( 45,353 )

(Loss) income from continuing operations

( 7,073 ) ( 19,790 ) ( 332 ) 51,653

Loss from discontinued operations, net of tax

( 3,919 ) ( 27,871 ) ( 47,655 ) ( 776 )

$ ( 10,992 ) $ ( 47,661 ) $ ( 47,987 ) $ 50,877

Basic net income (loss) per share:

(Loss) income from continuing operations

$ ( 0.16 ) $ ( 0.43 ) $ ( 0.01 ) $ 1.13

Loss from discontinued operations, net of tax

( 0.09 ) ( 0.61 ) ( 1.04 ) ( 0.02 )

Basic net income (loss) per share

$ ( 0.25 ) $ ( 1.04 ) $ ( 1.05 ) $ 1.11

Diluted net income (loss) per share:

(Loss) income from continuing operations

$ ( 0.16 ) $ ( 0.43 ) $ ( 0.01 ) $ 1.12

Loss from discontinued operations, net of tax

( 0.09 ) ( 0.61 ) ( 1.04 ) ( 0.02 )

Diluted net income (loss) per share

$ ( 0.25 ) $ ( 1.04 ) $ ( 1.05 ) $ 1.11

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

45,626 45,732 45,780 45,833

45,626 45,732 45,780 45,994

Three months ended December 31, 2024

Three months ended December 31, 2023

$ 43,827 $ - $ 43,827 $ 43,707 $ - $ 43,707

103,683 ( 74 ) 103,609 98,018 472 98,490

Total revenue

147,510 ( 74 ) 147,436 141,725 472 142,197

Cost of revenue

25,334 ( 1,293 ) 24,041 26,783 ( 284 ) 26,499

53,505 1,071 54,576 53,199 730 53,929

Total cost of revenue

78,839 ( 222 ) 78,617 79,982 446 80,428

68,671 148 68,819 61,743 26 61,769

Operating expenses

Research and development

6,380 733 7,113 7,313 674 7,987

Selling, general and administrative

73,213 ( 3,237 ) 69,976 69,889 ( 2,032 ) 67,857

Total operating expenses

80,024 ( 2,504 ) 77,520 77,988 ( 1,358 ) 76,630

Operating loss

( 11,353 ) 2,652 ( 8,701 ) ( 16,245 ) 1,384 ( 14,861 )

Loss from continuing operations before income taxes

( 5,852 ) 2,653 ( 3,199 ) ( 5,772 ) 1,382 ( 4,390 )

Income tax expense

3,569 305 3,874 1,420 ( 80 ) 1,340

Loss from continuing operations

( 9,421 ) 2,348 ( 7,073 ) ( 7,192 ) 1,462 ( 5,730 )

Loss from discontinued operations, net of tax

( 3,919 ) - ( 3,919 ) ( 8,532 ) - ( 8,532 )

$ ( 13,340 ) $ 2,348 $ ( 10,992 ) $ ( 15,724 ) $ 1,462 $ ( 14,262 )

Basic net loss per share:

Loss from continuing operations

$ ( 0.21 ) $ 0.05 $ ( 0.16 ) $ ( 0.13 ) $ 0.03 $ ( 0.10 )

Loss from discontinued operations, net of tax

( 0.09 ) - ( 0.09 ) ( 0.15 ) - ( 0.15 )

Basic net loss per share

$ ( 0.30 ) $ 0.05 $ ( 0.25 ) $ ( 0.28 ) $ 0.03 $ ( 0.25 )

Diluted net loss per share:

Loss from continuing operations

$ ( 0.21 ) $ 0.05 $ ( 0.16 ) $ ( 0.13 ) $ 0.03 $ ( 0.10 )

Loss from discontinued operations, net of tax

( 0.09 ) - ( 0.09 ) ( 0.15 ) - ( 0.15 )

Diluted net loss per share

$ ( 0.30 ) $ 0.05 $ ( 0.25 ) $ ( 0.28 ) $ 0.03 $ ( 0.25 )

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

45,626 45,626 56,709 56,709

Three months ended March 31, 2025

Three months ended March 31, 2024

$ 41,955 $ - $ 41,955 $ 38,772 $ - $ 38,772

101,463 ( 80 ) 101,383 97,583 - 97,583

Total revenue

143,418 ( 80 ) 143,338 136,355 - 136,355

Cost of revenue

23,159 1,835 24,994 24,015 170 24,185

54,373 1,188 55,561 51,676 718 52,394

Total cost of revenue

77,532 3,023 80,555 75,691 888 76,579

65,886 ( 3,103 ) 62,783 60,664 ( 888 ) 59,776

Operating expenses

Research and development

6,869 733 7,602 7,733 677 8,410

Selling, general and administrative

71,588 ( 1,793 ) 69,795 69,058 ( 1,098 ) 67,960

Total operating expenses

82,037 ( 1,060 ) 80,977 84,877 ( 421 ) 84,456

Operating loss

( 16,151 ) ( 2,043 ) ( 18,194 ) ( 24,213 ) ( 467 ) ( 24,680 )

Loss from continuing operations before income taxes

( 10,505 ) ( 2,042 ) ( 12,547 ) ( 15,002 ) ( 467 ) ( 15,469 )

Income tax (benefit) expense

7,680 ( 437 ) 7,243 1,200 92 1,292

Loss from continuing operations

( 18,185 ) ( 1,605 ) ( 19,790 ) ( 16,202 ) ( 559 ) ( 16,761 )

Loss from discontinued operations, net of tax

( 22,271 ) ( 5,600 ) ( 27,871 ) ( 120,678 ) ( 3 ) ( 120,681 )

$ ( 40,456 ) $ ( 7,205 ) $ ( 47,661 ) $ ( 136,880 ) $ ( 562 ) $ ( 137,442 )

Basic net loss per share:

Loss from continuing operations

$ ( 0.40 ) $ ( 0.03 ) $ ( 0.43 ) $ ( 0.29 ) $ ( 0.01 ) $ ( 0.30 )

Loss from discontinued operations, net of tax

( 0.49 ) ( 0.12 ) ( 0.61 ) ( 2.18 ) - ( 2.18 )

Basic net loss per share

$ ( 0.89 ) $ ( 0.15 ) $ ( 1.04 ) $ ( 2.47 ) $ ( 0.01 ) $ ( 2.48 )

Diluted net loss per share:

Loss from continuing operations

$ ( 0.40 ) $ ( 0.03 ) $ ( 0.43 ) $ ( 0.29 ) $ ( 0.01 ) $ ( 0.30 )

Loss from discontinued operations, net of tax

( 0.49 ) ( 0.12 ) ( 0.61 ) ( 2.18 ) - ( 2.18 )

Diluted net loss per share

$ ( 0.89 ) $ ( 0.15 ) $ ( 1.04 ) $ ( 2.47 ) $ ( 0.01 ) $ ( 2.48 )

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

45,732 45,732 55,440 55,440

Six months ended March 31, 2025

Six months ended March 31, 2024

$ 85,782 $ - $ 85,782 $ 82,479 $ - $ 82,479

205,146 ( 154 ) 204,992 195,601 472 196,073

Total revenue

290,928 ( 154 ) 290,774 278,080 472 278,552

Cost of revenue

48,493 542 49,035 50,798 ( 114 ) 50,684

107,878 2,259 110,137 104,875 1,448 106,323

Total cost of revenue

156,371 2,801 159,172 155,673 1,334 157,007

134,557 ( 2,955 ) 131,602 122,407 ( 862 ) 121,545

Operating expenses

Research and development

13,249 1,466 14,715 15,046 1,351 16,397

Selling, general and administrative

144,801 ( 5,030 ) 139,771 138,947 ( 3,130 ) 135,817

Total operating expenses

162,061 ( 3,564 ) 158,497 162,865 ( 1,779 ) 161,086

Operating loss

( 27,504 ) 609 ( 26,895 ) ( 40,458 ) 917 ( 39,541 )

Loss from continuing operations before income taxes

( 16,357 ) 611 ( 15,746 ) ( 20,774 ) 915 ( 19,859 )

Income tax (benefit) expense

11,249 ( 132 ) 11,117 2,620 12 2,632

Loss from continuing operations

( 27,606 ) 743 ( 26,863 ) ( 23,394 ) 903 ( 22,491 )

Loss from discontinued operations, net of tax

( 26,190 ) ( 5,600 ) ( 31,790 ) ( 129,210 ) ( 3 ) ( 129,213 )

$ ( 53,796 ) $ ( 4,857 ) $ ( 58,653 ) $ ( 152,604 ) $ 900 $ ( 151,704 )

Basic net loss per share:

Loss from continuing operations

$ ( 0.60 ) $ 0.01 $ ( 0.59 ) $ ( 0.42 ) $ 0.02 $ ( 0.40 )

Loss from discontinued operations, net of tax

( 0.57 ) ( 0.13 ) ( 0.70 ) ( 2.30 ) - ( 2.30 )

Basic net loss per share

$ ( 1.17 ) $ ( 0.12 ) $ ( 1.29 ) $ ( 2.72 ) $ 0.02 $ ( 2.70 )

Diluted net loss per share:

Loss from continuing operations

$ ( 0.60 ) $ 0.01 $ ( 0.59 ) $ ( 0.42 ) $ 0.02 $ ( 0.40 )

Loss from discontinued operations, net of tax

( 0.57 ) ( 0.13 ) ( 0.70 ) ( 2.30 ) - ( 2.30 )

Diluted net loss per share

$ ( 1.17 ) $ ( 0.12 ) $ ( 1.29 ) $ ( 2.72 ) $ 0.02 $ ( 2.70 )

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

45,658 45,658 56,078 56,078

Three months ended June 30, 2025

Three months ended June 30, 2024

$ 39,387 $ - $ 39,387 $ 44,028 $ - $ 44,028

104,555 ( 87 ) 104,468 100,264 - 100,264

Total revenue

143,942 ( 87 ) 143,855 144,292 - 144,292

Cost of revenue

19,592 ( 20 ) 19,572 26,306 175 26,481

56,590 1,289 57,879 52,508 713 53,221

Total cost of revenue

76,182 1,269 77,451 78,814 888 79,702

67,760 ( 1,356 ) 66,404 65,478 ( 888 ) 64,590

Operating expenses

Research and development

6,685 732 7,417 6,911 677 7,588

Selling, general and administrative

61,035 ( 952 ) 60,083 63,972 ( 1,565 ) 62,407

Total operating expenses

68,474 ( 220 ) 68,254 72,584 ( 888 ) 71,696

Operating loss

( 714 ) ( 1,136 ) ( 1,850 ) ( 7,106 ) - ( 7,106 )

Income from continuing operations before income taxes

3,438 ( 1,135 ) 2,303 443 - 443

Income tax expense

2,758 ( 123 ) 2,635 600 ( 27 ) 573

Income (loss) from continuing operations

680 ( 1,012 ) ( 332 ) ( 157 ) 27 ( 130 )

Loss from discontinued operations, net of tax

( 53,486 ) 5,831 ( 47,655 ) ( 6,424 ) - ( 6,424 )

$ ( 52,806 ) $ 4,819 $ ( 47,987 ) $ ( 6,581 ) $ 27 $ ( 6,554 )

Basic net income (loss) per share:

Income (loss) from continuing operations

$ 0.01 $ ( 0.02 ) $ ( 0.01 ) $ - $ - $ -

Loss from discontinued operations, net of tax

( 1.17 ) 0.13 ( 1.04 ) ( 0.12 ) - ( 0.12 )

Basic net loss per share

$ ( 1.16 ) $ 0.11 $ ( 1.05 ) $ ( 0.12 ) $ - $ ( 0.12 )

Diluted net income (loss) per share:

Income (loss) from continuing operations

$ 0.01 $ ( 0.02 ) $ ( 0.01 ) $ - $ - $ -

Loss from discontinued operations, net of tax

( 1.17 ) 0.13 ( 1.04 ) ( 0.12 ) - ( 0.12 )

Diluted net loss per share

$ ( 1.16 ) $ 0.11 $ ( 1.05 ) $ ( 0.12 ) $ - $ ( 0.12 )

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

45,780 45,780 52,963 52,963

45,823 45,780 52,963 52,963

Nine months ended June 30, 2025

Cash flows from operating activities

Accrued compensation and tax withholdings

Nine months ended June 30, 2024

$ 125,169 $ - $ 125,169 $ 126,507 $ - $ 126,507

Other current assets and liabilities

309,701 ( 241 ) 309,460 295,865 472 296,337

Net cash used in operating activities

Total revenue

434,870 ( 241 ) 434,629 422,372 472 422,844

Cash flows from financing activities

Proceeds from issuance of common stock

Cost of revenue

68,085 522 68,607 77,104 61 77,165

Net cash used in financing activities

164,468 3,548 168,016 157,383 2,161 159,544

Effects of exchange rate changes on cash and cash equivalents

Total cost of revenue

232,553 4,070 236,623 234,487 2,222 236,709

Supplemental disclosures:

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

202,317 ( 4,311 ) 198,006 187,885 ( 1,750 ) 186,135

Operating expenses

Research and development

19,934 2,198 22,132 21,957 2,028 23,985

Selling, general and administrative

205,836 ( 5,982 ) 199,854 202,919 ( 4,695 ) 198,224

Total operating expenses

230,535 ( 3,784 ) 226,751 235,449 ( 2,667 ) 232,782

Operating loss

( 28,218 ) ( 527 ) ( 28,745 ) ( 47,564 ) 917 ( 46,647 )

Loss from continuing operations before income taxes

( 12,919 ) ( 524 ) ( 13,443 ) ( 20,332 ) 916 ( 19,416 )

Income tax (benefit) expense

14,007 ( 255 ) 13,752 3,220 ( 15 ) 3,205

Loss from continuing operations

( 26,926 ) ( 269 ) ( 27,195 ) ( 23,552 ) 931 ( 22,621 )

Loss from discontinued operations, net of tax

( 79,676 ) 231 ( 79,445 ) ( 135,634 ) ( 3 ) ( 135,637 )

$ ( 106,602 ) $ ( 38 ) $ ( 106,640 ) $ ( 159,186 ) $ 928 $ ( 158,258 )

Basic net loss per share:

Loss from continuing operations

$ ( 0.59 ) $ - $ ( 0.59 ) $ ( 0.43 ) $ 0.02 $ ( 0.41 )

Loss from discontinued operations, net of tax

( 1.74 ) - ( 1.74 ) ( 2.47 ) - ( 2.47 )

Basic net loss per share

$ ( 2.33 ) $ - $ ( 2.33 ) $ ( 2.90 ) $ 0.02 $ ( 2.88 )

Diluted net loss per share:

Loss from continuing operations

$ ( 0.59 ) $ - $ ( 0.59 ) $ ( 0.43 ) $ 0.02 $ ( 0.41 )

Loss from discontinued operations, net of tax

( 1.74 ) - ( 1.74 ) ( 2.47 ) - ( 2.47 )

Diluted net loss per share

$ ( 2.33 ) $ - $ ( 2.33 ) $ ( 2.90 ) $ 0.02 $ ( 2.88 )

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

45,712 45,712 54,914 54,914

Three months ended September 30, 2025

Three months ended September 30, 2024

$ 48,020 $ - $ 48,020 $ 47,210 $ - $ 47,210

111,172 - 111,172 103,616 ( 222 ) 103,394

Total revenue

159,192 - 159,192 150,826 ( 222 ) 150,604

Cost of revenue

26,287 - 26,287 28,120 161 28,281

60,631 - 60,631 53,119 717 53,836

Total cost of revenue

86,918 - 86,918 81,239 878 82,117

72,274 - 72,274 69,587 ( 1,100 ) 68,487

Operating expenses

Research and development

8,258 - 8,258 6,864 675 7,539

Selling, general and administrative

61,709 - 61,709 64,869 ( 135 ) 64,734

Total operating expenses

70,373 - 70,373 72,584 540 73,124

Operating income (loss)

1,901 - 1,901 ( 2,997 ) ( 1,640 ) ( 4,637 )

Income from continuing operations before income taxes

6,300 - 6,300 1,929 ( 1,638 ) 291

Income tax (benefit) expense

( 45,353 ) - ( 45,353 ) 2,017 19 2,036

Income (loss) from continuing operations

51,653 - 51,653 ( 88 ) ( 1,657 ) ( 1,745 )

Loss from discontinued operations, net of tax

( 776 ) - ( 776 ) ( 4,897 ) 3 ( 4,894 )

$ 50,877 $ - $ 50,877 $ ( 4,985 ) $ ( 1,654 ) $ ( 6,639 )

Basic net income (loss) per share:

Income (loss) from continuing operations

$ 1.13 $ - $ 1.13 $ - $ ( 0.04 ) $ ( 0.04 )

Loss from discontinued operations, net of tax

( 0.02 ) - ( 0.02 ) ( 0.10 ) - ( 0.10 )

Basic net income (loss) per share:

$ 1.11 $ - $ 1.11 $ ( 0.10 ) $ ( 0.04 ) $ ( 0.14 )

Diluted net income (loss) per share:

Income (loss) from continuing operations

$ 1.12 $ - $ 1.12 $ - $ ( 0.04 ) $ ( 0.04 )

Loss from discontinued operations, net of tax

( 0.02 ) - ( 0.02 ) ( 0.10 ) - ( 0.10 )

Diluted net income (loss) per share

$ 1.11 $ - $ 1.11 $ ( 0.10 ) $ ( 0.04 ) $ ( 0.14 )

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

45,833 45,833 48,079 48,079

45,994 45,994 48,079 48,079

Three months ended December 31, 2024

As Reported Adjustments As Revised

$ ( 13,340 ) $ 2,348 $ ( 10,992 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

( 47,298 ) ( 25 ) ( 47,323 )

Total other comprehensive income (loss), net of tax

( 41,773 ) ( 25 ) ( 41,798 )

Comprehensive income (loss)

$ ( 55,113 ) $ 2,323 $ ( 52,790 )

Three months ended March 31, 2025

As Reported Adjustments As Revised

$ ( 40,456 ) $ ( 7,205 ) $ ( 47,661 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

23,438 ( 38 ) 23,400

Total other comprehensive income (loss), net of tax

13,088 ( 38 ) 13,050

Comprehensive income (loss)

$ ( 27,368 ) $ ( 7,243 ) $ ( 34,611 )

Six months ended March 31, 2025

Cash flows from operating activities

Accrued compensation and tax withholdings

As Reported Adjustments As Revised

$ ( 53,796 ) $ ( 4,857 ) $ ( 58,653 )

Net cash used in operating activities

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

( 23,860 ) ( 63 ) ( 23,923 )

Cash flows from financing activities

Proceeds from issuance of common stock

Total other comprehensive income (loss), net of tax

( 28,685 ) ( 63 ) ( 28,748 )

Net cash used in financing activities

Comprehensive income (loss)

$ ( 82,481 ) $ ( 4,920 ) $ ( 87,401 )

Supplemental disclosures:

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

Three months ended June 30, 2025

As Reported Adjustments As Revised

$ ( 52,806 ) $ 4,819 $ ( 47,987 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

57,321 ( 223 ) 57,098

Total other comprehensive income (loss), net of tax

22,514 ( 223 ) 22,291

Comprehensive income (loss)

$ ( 30,292 ) $ 4,596 $ ( 25,696 )

Nine months ended June 30, 2025

As Reported Adjustments As Revised

$ ( 106,602 ) $ ( 38 ) $ ( 106,640 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

33,462 ( 286 ) 33,176

Total other comprehensive income (loss), net of tax

( 6,171 ) ( 286 ) ( 6,457 )

Comprehensive income (loss)

$ ( 112,773 ) $ ( 324 ) $ ( 113,097 )

Three months ended December 31, 2024

Three months ended December 31, 2023

Cash flows from operating activities

$ ( 13,340 ) $ 2,348 $ ( 10,992 ) $ ( 15,724 ) $ 1,462 $ ( 14,262 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Deferred income taxes

457 200 657 ( 7,317 ) ( 79 ) ( 7,396 )

Changes in operating assets and liabilities:

Accounts receivable

4,850 - 4,850 2,830 ( 471 ) 2,359

( 4,646 ) ( 2,976 ) ( 7,622 ) 4,929 ( 444 ) 4,485

Accrued compensation and tax withholdings

650 ( 1,287 ) ( 637 ) ( 979 ) - ( 979 )

Other assets and liabilities

3 unchanged sentences

Cash flows from investing activities

Purchase of property, plant and equipment

Purchases of property, plant, and equipment

( 8,580 ) 830 ( 7,750 ) ( 11,291 ) - ( 11,291 )

1 unchanged sentence

76,256 830 77,086 99,025 - 99,025

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

Effects of exchange rate changes on cash, cash equivalents and restricted cash

$ ( 8,311 ) $ - $ ( 8,311 ) $ 24,548 $ 139 $ 24,687

Six months ended March 31, 2025

Six months ended March 31, 2024

Cash flows from operating activities

Non-cash write-offs of assets

$ ( 53,796 ) $ ( 4,857 ) $ ( 58,653 ) $ ( 152,604 ) $ 900 $ ( 151,704 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Loss on assets held for sale

24,187 7,661 31,848 - - -

Deferred income taxes

( 1,885 ) ( 2,298 ) ( 4,183 ) ( 9,456 ) 13 ( 9,443 )

Changes in operating assets and liabilities:

Accounts receivable

6,713 - 6,713 2,922 ( 471 ) 2,451

( 6,030 ) 250 ( 5,780 ) 8,238 ( 444 ) 7,794

Accounts Payable

1,864 117 1,981 936 - 936

Accrued compensation and tax withholdings

4 unchanged sentences

$ 44,201 $ - $ 44,201 $ 22,371 $ ( 75 ) $ 22,296

Cash flows from investing activities

Purchase of property, plant and equipment

Effects of exchange rate changes on cash, cash equivalents and restricted cash

$ ( 4,459 ) $ - $ ( 4,459 ) $ 16,255 $ 75 $ 16,330

Net cash used in investing activities

Nine months ended June 30, 2025

Nine months ended June 30, 2024

Cash flows from operating activities

$ ( 106,602 ) $ ( 38 ) $ ( 106,640 ) $ ( 159,186 ) $ 928 $ ( 158,258 )

Cash flows from financing activities

Proceeds from issuance of common stock

Adjustments to reconcile net loss to net cash provided by operating activities:

Loss on assets held for sale

93,025 ( 319 ) 92,706 - - -

Net cash used in financing activities

Stock-based compensation

15,887 829 16,716 12,622 - 12,622

Effects of exchange rate changes on cash and cash equivalents

Deferred income taxes

( 20,025 ) ( 360 ) ( 20,385 ) ( 12,478 ) ( 14 ) ( 12,492 )

Supplemental disclosures:

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

Changes in operating assets and liabilities:

Accounts receivable

38,799 - 38,799 ( 10,923 ) ( 471 ) ( 11,394 )

Three months ended December 31, 2023

Cash flows from operating activities

( 10,069 ) 71 ( 9,998 ) 14,107 ( 444 ) 13,663

1 unchanged sentence

( 702 ) 337 ( 365 ) 2,831 - 2,831

Accrued compensation and tax withholdings

3,010 594 3,604 ( 2,825 ) - ( 2,825 )

Other assets and liabilities

2 unchanged sentences

$ 70,011 $ - $ 70,011 $ 32,151 $ ( 82 ) $ 32,069

Cash flows from investing activities

Purchase of property, plant and equipment

Effects of exchange rate changes on cash, cash equivalents and restricted cash

$ 4,510 $ - $ 4,510 $ 15,596 $ 82 $ 15,678

Net cash provided by investing activities

The effect on the Condensed Consolidated Balance Sheet as of each affected period end is as follows (in thousands):

As of December 31, 2024

Current assets

Accounts receivable, net of allowance for expected credit losses

$ 155,038 ( 2,779 ) $ 152,259

Effects of exchange rate changes on cash and cash equivalents

81,006 ( 6,036 ) 74,970

Supplemental disclosures:

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

Prepaid Expenses and other current assets

72,140 ( 289 ) 71,851

Current assets held for sale

72,573 10,665 83,238

Total current assets

846,282 1,561 847,843

$ 2,041,210 $ 1,561 $ 2,042,771

Liabilities and stockholders' equity

Current liabilities

Accrued compensation and benefits

28,405 136 28,541

Accrued income taxes payable

6,931 ( 79 ) 6,852

Total current liabilities

202,467 57 202,524

Long-term deferred tax liabilities

18,668 301 18,969

Total liabilities

322,244 358 322,602

Stockholders' equity

Accumulated other comprehensive loss

( 55,237 ) ( 25 ) ( 55,262 )

Retained earnings

1,463,499 1,228 1,464,727

Total stockholders' equity

1,718,966 1,203 1,720,169

Total liabilities and stockholders' equity

$ 2,041,210 $ 1,561 $ 2,042,771

As of March 31, 2025

Current assets

Accounts receivable, net of allowance for expected credit losses

$ 149,490 ( 2,620 ) $ 146,870

83,321 ( 8,171 ) 75,150

Prepaid Expenses and other current assets

67,590 ( 376 ) 67,214

Current assets held for sale

79,754 10,942 90,696

Total current assets

710,596 ( 225 ) 710,371

7,125 ( 25 ) 7,100

Noncurrent assets held for sale

140,963 ( 7,660 ) 133,303

$ 2,041,925 $ ( 7,910 ) $ 2,034,015

Liabilities and stockholders' equity

Current liabilities

Accounts payable

39,155 117 39,272

Accrued compensation and benefits

26,039 297 26,336

Accrued income taxes payable

10,321 ( 78 ) 10,243

Total current liabilities

220,713 336 221,049

Long-term deferred tax liabilities

22,458 ( 144 ) 22,314

Noncurrent liabilities held for sale

33,087 ( 2,061 ) 31,026

Total liabilities

340,433 ( 1,869 ) 338,564

Stockholders' equity

Accumulated other comprehensive loss

( 42,149 ) ( 63 ) ( 42,212 )

Retained earnings

1,423,043 ( 5,978 ) 1,417,065

Total stockholders' equity

1,701,492 ( 6,041 ) 1,695,451

Total liabilities and stockholders' equity

$ 2,041,925 $ ( 7,910 ) $ 2,034,015

As of June 30, 2025

Current assets

$ 80,506 341 $ 80,847

Prepaid expenses and other current assets

75,243 ( 476 ) 74,767

Total current assets

678,478 ( 135 ) 678,343

$ 2,019,135 $ ( 135 ) $ 2,019,000

Liabilities and stockholders' equity

Current liabilities

Accounts payable

37,984 337 38,321

Accrued compensation and benefits

31,540 478 32,018

Accrued income taxes payable

8,847 ( 76 ) 8,771

Total current liabilities

245,435 739 246,174

Long-term deferred tax liabilities

20,583 ( 261 ) 20,322

Total liabilities

345,501 478 345,979

Stockholders' equity

Additional paid-in capital

523,395 829 524,224

Accumulated other comprehensive income

( 19,635 ) ( 286 ) ( 19,921 )

Retained earnings

1,370,237 ( 1,156 ) 1,369,081

Total stockholders' equity

1,673,634 ( 613 ) 1,673,021

Total liabilities and stockholders' equity

$ 2,019,135 $ ( 135 ) $ 2,019,000

The impact of the revisions on the Condensed Consolidated Statements of Stockholders' Equity was solely within net (loss) income for errors impacting accumulated deficit and within cumulative translation adjustments for comprehensive income (loss) as presented above.

Changes in and Disagreements with Accountants on Financial Accounting and Financial Disclosure

1 unchanged sentence

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