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Report of Independent Registered Public Accounting Firm
−Removed: To the Board of Directors and Stockholders of
−Removed: Brooks Automation, Inc.
+Added: To the Board of Directors and Stockholders of Brooks Automation, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
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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, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2020 in conformity with accounting principles generally accepted in the United States of America.
−Removed: Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of September 30, 2019, 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 (i) the accuracy of revenue recorded at a business unit within the Brooks Life Sciences segment and (ii) the occurrence and cut-off of revenue on products shipped to customers from contract manufacturers for a business unit within the Brooks Semiconductor Solutions Group segment.
−Removed: 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.
−Removed: The material weaknesses referred to above are described in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A.
−Removed: We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the September 30, 2019 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.
+Added: Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
+Added: Change in Accounting Principle
+Added: As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases effective October 1, 2019.
Basis for Opinions
−Removed: The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management’s report referred to above.
+Added: The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A.
Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.
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Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audits also included evaluating the accounting principles used
−Removed: and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
1 unchanged sentence
We believe that our audits provide a reasonable basis for our opinions.
−Removed: As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded GENEWIZ Group from its assessment of internal control over financial reporting as of September 30, 2019 because it was acquired by the Company in a purchase business combination during fiscal year 2019.
−Removed: We have also excluded GENEWIZ Group from our audit of internal control over financial reporting.
−Removed: GENEWIZ Group is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 9% and 16%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 30, 2019.
Definition and Limitations of Internal Control over Financial Reporting
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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.
−Removed: Acquisition of GENEWIZ Group – Valuation of Acquired Intangible Assets
−Removed: As described in Note 4 to the consolidated financial statements, on November 15, 2018, the Company acquired all of the outstanding capital stock of GENEWIZ Group for a total cash purchase price of $442.7 million, net of cash acquired and a working capital settlement of $0.4 million.
−Removed: As of September 30, 2019, the Company recorded $189.1 million of intangible assets and $235.2 million of goodwill.
−Removed: Management applied variations of the income approach to estimate the fair values of the intangible assets acquired.
−Removed: The identifiable intangible assets include customer relationships (excess earnings method) of $125.5 million, completed technology (relief from royalty method) of $44.5 million, and trademarks (relief from royalty method) of $19.1 million.
−Removed: Management applied significant judgment in estimating the fair value of the acquired intangible assets, which involved significant estimates and assumptions with respect to forecast revenue growth rates, gross margin percentage, selling, general, and administrative expenses, and the discount rate.
−Removed: The principal considerations for our determination that performing procedures relating to the valuation of the acquired intangible assets is a critical audit matter are there was significant judgment by management when developing the fair value measurement of the acquired intangible assets.
−Removed: This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to management’s estimates of forecast revenue growth rates, gross margin percentage, selling, general, and administrative expenses, and the discount rate.
−Removed: In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing procedures over the discount rate and evaluating the audit evidence obtained.
+Added: Goodwill Impairment Assessment – GENEWIZ Reporting Unit
+Added: As described in Notes 2, 4 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $502 million as of September 30, 2020, of which $235 million relates to the GENEWIZ reporting unit.
+Added: Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level.
+Added: The Company elected April 1st as its annual goodwill impairment assessment date.
+Added: If the existence of events or circumstances indicates that it is more likely than not that fair values of the reporting units are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment.
+Added: As disclosed by management, the fair values of the reporting units are determined based on an income approach in accordance with the discounted cash flow method, or DCF method.
+Added: The DCF method is based on projected future cash flows and terminal value estimates discounted to their present values.
+Added: Application of the goodwill impairment test requires judgment based on market and operational conditions at the time of the evaluation, including management’s best estimates of the reporting unit’s future business activity and the related estimates and assumptions of future cash flows from the assets that include the associated goodwill.
+Added: Different assumptions of revenue growth rates, gross margin percentage, selling, general and administrative expense percentage and discount rates used in the DCF model could result in different estimates of the reporting unit’s fair value as of each testing date.
+Added: The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the GENEWIZ reporting unit is a critical audit matter are the significant judgment by management when determining the fair value of the GENEWIZ reporting unit, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to management’s significant assumptions related to revenue growth rates, gross margin percentage, selling, general and administrative expense percentage and discount rate .
+Added: In addition, 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.
−Removed: These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the acquired intangible assets and assumptions related to forecast revenue growth rates, gross margin percentage, selling, general, and administrative expenses and the discount rate.
−Removed: These procedures also included, among others, testing management’s process for determining the fair value measurements.
−Removed: This included evaluating the appropriateness of the valuation methods and reasonableness of significant assumptions used by management, including forecast revenue growth rates, gross margin percentage, selling, general, and administrative expenses, and the discount rate.
−Removed: Evaluating the assumptions related to the forecast revenue growth rates, gross margin percentage, and selling, general, and administrative expenses involved whether the assumptions used were reasonable considering the past performance of the acquired entity and industry data.
−Removed: Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the discount rate.
+Added: These procedures included testing the effectiveness of controls relating to the goodwill impairment assessment, including controls over management’s determination of the revenue growth rates, gross margin percentage, selling, general and administrative expense percentage and discount rate.
+Added: These procedures also included, among others, (i) testing management’s process for determining the fair value of the GENEWIZ reporting unit, (ii) evaluating the appropriateness of the DCF model, (iii) testing the completeness and accuracy of the underlying data used in the model, and (iv) evaluating the reasonableness of significant assumptions used by management related to revenue growth rates, gross margin percentage, selling, general and administrative expense percentage and discount rate.
+Added: Evaluating management’s assumptions related to the revenue growth rates, gross margin percentage and selling, general and administrative expense percentage involved evaluating whether the assumptions used were reasonable considering the past performance of the reporting unit and industry data.
+Added: Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the DCF model and the reasonableness of the discount rate.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
−Removed: December 17, 2019
+Added: November 18, 2020
We have served as the Company’s auditor since 2016.
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Prepaid expenses and other current assets
−Removed: Current assets held for sale
Total current assets
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Intangible assets, net
−Removed: Non-current assets held for sale
Liabilities and Stockholders' Equity
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Accrued expenses and other current liabilities
−Removed: Current liabilities held for sale
Total current liabilities
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Long-term pension liabilities
+Added: Long-term operating lease liabilities
Other long-term liabilities
−Removed: Non-current liabilities held for sale
Total liabilities
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Interest expense
−Removed: Gain on settlement of equity method investment
Loss on extinguishment of debt
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Income before income taxes
−Removed: Income tax (benefit) provision
−Removed: Income before equity in earnings of equity method investments
−Removed: Equity in earnings of equity method investments
+Added: Income tax provision (benefit)
Income from continuing operations
−Removed: Income from discontinued operations, net of tax
+Added: Income (loss) from discontinued operations, net of tax
Net loss attributable to noncontrolling interest
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Basic net income per share attributable to Brooks Automation, Inc.:
−Removed: common stockholders:
Income from continuing operations
−Removed: Income from discontinued operations, net of tax
+Added: Income (loss) from discontinued operations, net of tax
Basic net income per share
Diluted net income per share attributable to Brooks Automation, Inc.:
−Removed: common stockholders:
Income from continuing operations
−Removed: Income from discontinued operations, net of tax
+Added: Income (loss) from discontinued operations, net of tax
Diluted net income per share
7 unchanged sentences
Foreign currency translation adjustments
−Removed: Unrealized gains (losses) on marketable securities, net of tax effects of ($ 1 ), $ 0 and $ 0 for fiscal years 2019, 2018 and 2017
−Removed: Actuarial (losses) gains, net of tax effects of $ 13 , ($ 49 ) and ($ 74 ) for fiscal years 2019, 2018 and 2017
−Removed: Pension settlement
−Removed: Total other comprehensive (loss) income, net of tax
+Added: Unrealized (losses) gains on marketable securities, net of tax effects of $ 0 , ($ 1 ) and $ 0 for fiscal years 2020, 2019 and 2018
+Added: Actuarial gains (losses), net of tax effects of $ 27 , $ 13 and ($ 49 ) for fiscal years 2020, 2019 and 2018
+Added: Total other comprehensive income, net of tax
Comprehensive income
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Depreciation and amortization
−Removed: Gain on settlement of equity method investment
Impairment of property, plant and equipment
5 unchanged sentences
Loss on extinguishment of debt
−Removed: Pension settlement
−Removed: Other losses (gains) on disposals of assets
−Removed: Gain on sale of divestiture, net of tax
+Added: Other losses on disposals of assets
+Added: Loss (gain) on sale of divestiture, net of tax
Contingent transaction fees paid stemming from divestiture
+Added: Taxes paid stemming from divestiture
Changes in operating assets and liabilities, net of acquisitions and divestiture:
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Accrued restructuring costs
−Removed: Accrued pension costs
Proceeds from recovery on insurance claim
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Purchases of property, plant and equipment
−Removed: Purchases of technology intangibles
Purchases of marketable securities
3 unchanged sentences
Acquisitions, net of cash acquired
−Removed: Purchase of other investments
−Removed: Proceeds from sales of property, plant and equipment
−Removed: Net cash provided by (used in) investing activities
+Added: Issuance of a note receivable
+Added: Proceeds from the sale of property, plant and equipment
+Added: Proceeds from other investments
+Added: Net cash (used in) provided by investing activities
Cash flows from financing activities
3 unchanged sentences
Principal payments on debt
−Removed: Payments of capital leases
+Added: Payments of finance leases
Common stock dividends paid
−Removed: Net cash provided by (used in) financing activities
+Added: Net cash (used in) provided by financing activities
Effects of exchange rate changes on cash and cash equivalents
−Removed: Net increase in cash, cash equivalents and restricted cash
+Added: Net (decrease) increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
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Cash paid for income taxes, net
−Removed: Supplemental disclosure of non-cash investing and financing activities:
−Removed: Deferred financing costs included in accounts payable
−Removed: Fair value of non-cash consideration for the acquisition of Cool Lab, LLC
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents
−Removed: Restricted cash included in prepaid expenses and other current assets
+Added: Short-term restricted cash included in prepaid expenses and other current assets
+Added: Long-term restricted cash included in other assets
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows
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Common stock dividends declared, at $ 0.40 per share
+Added: Acquisition of noncontrolling interest
Foreign currency translation adjustments
1 unchanged sentence
Actuarial gains arising in the year, net of tax effects of ($ 49 )
−Removed: Pension settlement
Balance September 30, 2018
−Removed: ( 1,082,364 )
Shares issued under restricted stock and purchase plans, net
1 unchanged sentence
Common stock dividends declared, at $ 0.40 per share
−Removed: Acquisition of noncontrolling interest
Foreign currency translation adjustments
Changes in unrealized losses on marketable securities, net of tax effects of ($ 1 )
−Removed: Actuarial gains arising in the year, net of tax effects of ($ 49 )
+Added: Actuarial loss arising in the year, net of tax effects of $ 13
+Added: Cumulative effect of adoption of ASC 606
Balance September 30, 2019
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Actuarial loss arising in the year, net of tax effects of $ 27
−Removed: Cumulative effect of adoption of ASC 606
Balance September 30, 2020
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Brooks Automation, Inc.
−Removed: (“Brooks”, or the “Company”) is a leading provider of semiconductor manufacturing automation solutions and life science sample-based services and solutions worldwide.
−Removed: In the semiconductor manufacturing market, the Company has been a provider of precision robotics, integrated automation systems and services for more than 40 years.
−Removed: In the life sciences market, the Company applies its automation and cryogenics expertise to offer a full suite of sample-based services and products, including a full line of cold chain management solutions for handling and storing biological and chemical compound samples used in areas such as drug development, clinical research and advanced cell therapies.
−Removed: The Company is also a global provider of gene sequencing and gene synthesis services.
−Removed: The Company believes its leadership positions and its global support capability in each of these markets make it a valued business partner to the largest semiconductor capital equipment device makers, and pharmaceutical and life science research institutions in the world.
−Removed: The Company’s offerings are also applied to other adjacent technology and industrial markets, and the Company provides customer support services globally.
+Added: (“Brooks”, or the “Company”) is a leading global provider of manufacturing automation solutions for the semiconductor industry, and life science sample-based services and solutions for the life sciences market.
+Added: In the semiconductor manufacturing market, the Company provides precision robotics, integrated automation systems, and contamination control solutions to semiconductor fabrication plants and original equipment manufacturers (“OEMs”) worldwide.
+Added: In the life sciences market, the Company offers a full suite of services and solutions for analyzing, managing, and storing biological and chemical compound samples to advance research and development for clinical, pharmaceutical, and other scientific endeavors.
+Added: The Company’s life sciences solutions include gene sequencing and synthesis, a broad suite of high-throughput automated cryogenic storage products, related consumables, sample inventory software, as well as fully outsourced solutions for sample storage, transport, and inventory management.
+Added: The Company’s leadership positions and its global support capability in each of these markets make it a valued business partner to the largest semiconductor and semiconductor capital equipment manufacturers, and pharmaceutical and life sciences research institutions in the world.
Discontinued Operations
−Removed: In the fourth quarter of fiscal year 2018, the Company entered into a definitive agreement to sell its semiconductor cryogenics business to Edwards Vacuum LLC (a member of the Atlas Copco Group) (“Edwards”), (the “Disposition”).
+Added: In the fourth quarter of fiscal year 2018, the Company entered into a definitive agreement to sell its semiconductor cryogenics business (the “Disposition”) to Edwards Vacuum LLC (a member of the Atlas Copco Group) (“Edwards”).
The Company determined that the semiconductor cryogenics 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, 2018 (please refer to Note 3, “Discontinued Operations” for further information about the discontinued business).
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The discussion in the notes to these Consolidated Financial Statements, unless otherwise noted, relate solely to the Company's continuing operations.
−Removed: On July 1, 2019, we completed the sale of the semiconductor cryogenics business for $ 661.5 million, which excludes $ 6.3 million retained by Edwards at closing as a result of the initial net working capital adjustments.
+Added: On July 1, 2019, the Company completed the sale of the semiconductor cryogenics business for $ 661.5 million, which excludes $ 6.3 million retained by Edwards at closing as a result of the initial net working capital adjustments.
Net cash proceeds from the sale were $ 553.1 million, after deducting estimated taxes payable and closing costs, which remains subject to adjustment for the final determination of working capital and other items.
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As part of this amendment, liabilities assumed by Edwards were revised to include accounts payable related to the semiconductor cryogenics business.
−Removed: As of September 30, 2018, the Company has revised its accounts payable balance on a continuing operations basis to exclude accounts payable related to the semiconductor cryogenics business and revised its current liabilities held for sale balance to include accounts payable related to the semiconductor cryogenics business on its Consolidated Balance Sheets.
−Removed: Accounts payable and total liabilities of the discontinued operation have also been revised in Note 3, “Discontinued Operations”.
+Added: As of September 30, 2018, the Company revised its accounts payable balance on a continuing operations basis to exclude accounts payable related to the semiconductor cryogenics business and revised its current liabilities held for sale balance to include accounts payable related to the semiconductor cryogenics business on its Consolidated Balance Sheets.
+Added: Accounts payable and total liabilities of the discontinued operation had also been revised in Note 3, “Discontinued Operations”.
As of September 30, 2018 and 2017, the accounts payable balance related to the semiconductor cryogenics business was $ 11.1 million and $ 10.6 million, respectively.
−Removed: The Company has also revised these balances in previously reported historical periods in the event those periods are presented in any filings.
+Added: The Company also revised these balances in previously reported historical periods in the event those periods are presented in any filings.
+Added: Risks and Uncertainties
+Added: The Company is subject to risks common to companies in the markets it serves, including, but not limited to, global economic and financial market conditions, fluctuations in customer demand, acceptance of new products, development by its competitors of new technological innovations, risk of disruption in its supply chain, the implementation of tariffs and export controls, dependence on key personnel, protection of proprietary technology, and compliance with domestic and foreign regulatory authorities and agencies.
+Added: During the COVID-19 pandemic, the Company’s facilities have remained operational with only required personnel on site, and the balance of employees working from home.
+Added: Both business segments fall within the classification of an “Essential Critical Infrastructure Sector” as defined by the U.S.
+Added: Department of Homeland Security and have continued operations during the COVID-19 pandemic.
+Added: The Company has followed government guidance in each region and has implemented Centers for Disease Control social distancing guidelines and other best practices to protect the health and safety of the Company’s employees.
+Added: The COVID-19 pandemic has not had a substantial impact on our financial results and a portion of this impact has been mitigated by our realignment of resources to satisfy incremental orders related to virus research.
+Added: Future impacts on the Company’s financial results will depend on multiple variables which are not fully determinable, as the full impact of the pandemic on the economy and markets which the Company serves is as yet unknown.
+Added: The variables are many, but fundamentally include reduced demand from the Company’s customers, the degree that the supply chain may be constrained to impact the Company’s delivery of product, the potential impact to our operations if there is a significant outbreak among our employees, as well as the amount of incremental demand caused by research and treatments in the areas of COVID-19 or related threats.
Summary of Significant Accounting Policies
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Use of Estimates
−Removed: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period.
+Added: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period.
Significant estimates are associated with recording accounts receivable, inventories, goodwill, intangible assets other than goodwill, long-lived assets, derivative financial instruments, deferred income taxes, warranty obligations, revenue recognized in accordance with the percentage of completion method, and stock-based compensation expense.
1 unchanged sentence
Actual results could differ from these estimates.
+Added: The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business - including results of operations and financial condition, sales, expenses, reserves and allowances, manufacturing and employee-related amounts - will depend on future developments that are highly uncertain.
+Added: This includes results from new information that may emerge concerning COVID-19 and any actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets.
+Added: The Company has made estimates of the impact of COVID-19 within its financial statements and there may be changes to those estimates in future periods.
Business Combinations
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Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows and appropriate discount rates used in computing present values.
−Removed: These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results.
+Added: These judgments may materially impact the
+Added: estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results.
Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first.
23 unchanged sentences
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash deposits and cash equivalents, marketable securities, derivative instruments and accounts receivable.
−Removed: All of the Company’s cash, cash equivalents, marketable securities and derivative instruments are maintained by major financial institutions.
+Added: All of the Company’s cash and cash equivalents, restricted cash, marketable securities and derivative instruments are maintained by major financial institutions.
The Company invests cash not used in operations in investment grade, high credit quality securities in accordance with the Company’s investment policy which provides guidelines and limits regarding investments type, concentration, credit quality and maturity terms aimed at maintaining liquidity and reducing risk of capital loss.
3 unchanged sentences
Fair Value of Financial Instruments
−Removed: The Company’s financial instruments consist of cash and cash equivalents, marketable securities, derivative instruments, the term loan, accounts receivable, and accounts payable.
+Added: The Company’s financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, derivative instruments, the term loan, accounts receivable, and accounts payable.
Marketable securities and derivative instruments are measured at fair value based on quoted market prices or observable inputs other than quoted market prices for identical or similar assets or liabilities.
−Removed: The carrying amounts of cash, cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short-term nature.
+Added: The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate their fair value due to their short-term nature.
Cash and Cash Equivalents, and Restricted Cash
2 unchanged sentences
Cash equivalents are reported at fair value.
−Removed: We classify certain restricted cash balances within prepaid expenses and other current assets on the accompanying consolidated balance sheets based upon the term of the remaining restrictions.
+Added: The Company classifies short term restricted cash balances within prepaid expenses and other current assets and long term restricted cash balances with in other assets on the accompanying consolidated balance sheets based upon the term of the remaining restrictions.
Accounts Receivable, Allowance for Doubtful Accounts and Sales Returns
27 unchanged sentences
As of September 30, 2020, and 2019, the Company had cumulative capitalized direct costs of $ 18.2 million and $ 11.6 million, respectively, associated with the development of software for its internal use.
−Removed: These capitalized costs are included within "Property, plant and equipment, net"
+Added: As of September 30, 2020, this balance included $ 4.4 million associated with software still in the development stage which are included within "Property, plant and equipment, net"
in the accompanying Consolidated Balance Sheets.
5 unchanged sentences
For purposes of this test, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
−Removed: If the Company
−Removed: determines that indicators of potential impairment are present, it assesses the recoverability of long-lived asset group by comparing its undiscounted future cash flows to its carrying value.
+Added: If the Company determines that indicators of potential impairment are present, it assesses the recoverability of long-lived asset group by comparing its undiscounted future cash flows to its carrying value.
The future cash flow period is based on the future service life of the primary asset within the long-lived asset group.
5 unchanged sentences
Customer relationships
+Added: The Company has operating leases for real estate and non-real estate and finance leases for non-real estate.
+Added: The classification of a lease as operating or finance and the determination of the right-of-use asset (“ROU asset”) and lease liability are determined at lease inception.
+Added: The ROU asset represents the Company’s right to use an underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease.
+Added: Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
+Added: As most of the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.
+Added: Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised.
+Added: Lease expense is recognized on a straight-line basis over the lease term.
+Added: The Company’s lease agreements may contain lease and non-lease components.
+Added: Non-lease components primarily include payments for maintenance and utilities.
+Added: Fixed payments for non-lease components are combined with lease payments and accounted for as a single lease component which increases the amount of the ROU asset and liability.
+Added: The ROU asset for operating leases is included within Other assets and the ROU asset for finance leases is included within Property, plant, and equipment, net on the Consolidated Balance Sheets.
+Added: The short-term lease liabilities for both operating leases and finance leases are included within Accrued expenses and other current liabilities.
+Added: The long-term lease liabilities for operating leases and finance leases are included within Long-term operating lease liabilities, and Other long-term liabilities, respectively, on the Consolidated Balance Sheets.
Goodwill represents the excess of purchase price over the fair value of net tangible and identifiable intangible assets of the businesses acquired by the Company.
17 unchanged sentences
The Company considers the DCF Method to be the most appropriate valuation technique since it is based on management’s long-term financial projections.
−Removed: Due to the cyclical nature of the semiconductor equipment market, management’s projections as of the valuation date are considered more objective since market metrics of peer companies fluctuate during the cycle.
−Removed: In addition, the Company also compares aggregate values of its net corporate assets and reporting unit
−Removed: fair values to its overall market capitalization and uses certain market-based valuation techniques to test the reasonableness of the reporting unit fair values determined in accordance with the DCF Method.
+Added: In addition, to determining the fair value of the Company’s reporting units based on the DCF method, the Company also compares the aggregate values of its net corporate assets and reporting unit fair values
+Added: 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 DCF Method.
Deferred Financing Costs
18 unchanged sentences
Within the Brooks Semiconductor Solutions Group segment, contracts are typically short-term with the exception of service-type warranty contracts, which generally have a stated contract term that is greater than one year.
−Removed: Within the Brooks Life Sciences segment, contracts are both short and long-term.
−Removed: Long-term contracts within this segment relate to the sale of products with attached service-type warranty contracts that generally have a stated contract term that is greater than one year.
−Removed: Contracts within both operating segments may contain acceptance provisions where the Company is required to obtain technical acceptance from the customer upon completion of installation services and evidence of the systems functional performance within the customer’s operating environment.
+Added: Within the Brooks Life Sciences segments, contracts are both short and long-term.
+Added: Long-term contracts within the segments relate to the sale of products with attached service-type warranty contracts that generally have a stated contract term that is greater than one year.
+Added: Contracts within all operating segments may contain acceptance provisions where the Company is required to obtain technical acceptance from the customer upon completion of installation services and evidence of the systems functional performance within the customer’s operating environment.
The Company has concluded that acceptance criteria within its contracts can be objectively evaluated and will not impact the Company’s transfer of control assessment under ASC 606.
16 unchanged sentences
The Company relies on either observable standalone sales or an expected cost plus margin approach to determine the standalone selling price of offerings, depending on the nature of the performance obligation.
−Removed: Performance obligations whose standalone selling price is estimated using an expected cost plus margin approach relate to the sale of customized automated cold sample management systems and service-type warranties within the Brooks Life Sciences segment.
+Added: Performance obligations whose standalone selling price is estimated using an expected cost plus margin approach relate to the sale of customized automated cold sample management systems and service-type warranties within the life sciences segments.
● Recognize revenue when or as the Company satisfies a performance obligation .
5 unchanged sentences
As a result of applying this five-step model under ASC 606, the Company recognizes revenues from its sale of products and services as follows:
−Removed: Revenue from the sale of standard products is recognized upon their transfer of control to the customer, which is generally upon delivery.
−Removed: Delivery is considered complete at either the time of shipment or arrival at destination, based on the agreed upon terms within the contract.
+Added: Revenue from the sale of standard products is recognized upon their transfer of control to the customer, which is considered complete at either the time of shipment or arrival at destination, based on the agreed upon terms within the contract.
The Company’s payment terms for the sale of standard products are typically 30 to 60 days .
8 unchanged sentences
The Company reviews profit estimates for long-term contracts during each reporting period and revises the estimate based on changes in circumstances.
−Removed: Revenue for certain arrangements that involve significant product customization but do not provide the customer with an enforceable right to payment for performance completed to date are recognized at a point in time, upon completion or substantial completion of the project, provided transfer of control has occurred.
+Added: Revenue for certain arrangements that involve significant product customization but do not provide the Company with an enforceable right to payment for performance completed to date are recognized at a point in time, upon completion or substantial completion of the project, provided transfer of control has occurred.
The project is considered substantially complete when the Company receives acceptance from the customer and remaining tasks are perfunctory or inconsequential and in control of the Company.
4 unchanged sentences
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.
−Removed: Revenue from short-term services, generally related to repair services or upgrades of customer-owned equipment is recognized upon completion of the repair effort and the shipment of the repaired product back to the customer.
Payments related to service-type warranties may be made up front or proportionally over the contract term.
Payment due or received from the customers prior to rendering the associated services are recorded as a contract liability.
+Added: ● Genomic Services:
+Added: The Company’s Genomic Services are professional services which includes Sanger Sequencing, Next Generation Sequencing, Gene Synthesis and Gene Editing-CRISPR based gene editing.
+Added: In each case, the customer realizes and consumes the benefit of these services as they are performed.
+Added: Revenue from Genomic Services is recognized over time and is based upon the fact that transfer of control takes place over time as determined using the input method of costs incurred.
Research and Development Expense
26 unchanged sentences
Dividend yields are projected based on the Company’s history of dividend declarations and management’s intention for future dividend declarations.
−Removed: Restructuring Expenses
−Removed: The Company records restructuring expenses associated with management-approved restructuring actions, such as consolidation of duplicate infrastructure and reduction in force, to streamline its business operations and improve profitability and competitiveness.
−Removed: Restructuring expenses include severance costs, contract termination costs to vacate facilities and consolidate operations, and other costs directly associated with restructuring actions.
−Removed: The Company records severance and other employee termination costs associated with restructuring actions when it is probable that benefits will be paid and the amounts can be reasonably estimated.
−Removed: The rates used in determining restructuring liabilities related to severance costs are based on existing plans, historical experience and negotiated settlements.
The Company records income taxes using the asset and liability method.
4 unchanged sentences
The Company evaluates the weight of all available evidence to determine whether it is more likely than not that some portion or all of the net deferred income tax assets will not be realized.
−Removed: The calculation of the Company’s tax liabilities involves consideration of uncertainties in the application of complex tax regulations.
+Added: The calculation of the Company’s income tax liabilities involves consideration of uncertainties in the application of complex tax regulations.
The Company recognizes liabilities for uncertain tax positions based on a two-step process.
13 unchanged sentences
Recently Issued Accounting Pronouncements
−Removed: In February 2016 , the FASB issued ASU 2016-02, Leases (Topic 842) , an amendment of the FASB ASC.
−Removed: In accordance with the provisions of the newly issued guidance, a lessee should recognize at the inception of the arrangement a right-of-use asset and a corresponding lease liability initially measured at the present value of lease payments over the lease term.
−Removed: For finance leases, interest on a lease liability should be recognized separately from the amortization of the right-of-use asset, while for operating leases, total lease costs are recorded on a straight-line basis over the lease term.
−Removed: For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying assets to forgo a recognition of right-of-use assets and corresponding lease liabilities and record a lease expense on a straight-line basis.
−Removed: Entities should determine at the inception of the arrangement whether a contract represents a lease or contains a lease which is defined as a right to control the use of identified property for a period of time in exchange for consideration.
−Removed: Additionally, entities should separate the lease components from the non-lease components and allocate the contract consideration on a relative standalone price basis in accordance with provisions of ASC 606.
−Removed: The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and should be adopted via a modified retrospective approach with certain optional practical expedients that entities may elect to apply.
−Removed: The Company will adopt the provisions of this ASU during the first quarter of fiscal year 2020 and not recast prior periods.
−Removed: The Company expects to record a right-of-use asset and lease liability of approximately $ 31 million to $ 36 million as of October 1, 2019.
−Removed: The Company does not expect the adoption of this standard to have a significant impact on its Consolidated Statements of Operations or Consolidated Statements of Cash Flows.
−Removed: In June 2016 , the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) , which amends ASC 326 to add, remove, and clarify disclosure requirements related to credit losses of financial instruments.
−Removed: The new guidance introduces a new "expected loss"
−Removed: impairment model which applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities and other financial assets.
−Removed: Entities are required to estimate expected credit losses over the life of financial assets and record an allowance against the assets’ amortized cost basis to present them at the amount expected to be collected.
−Removed: Additionally, the guidance amends the impairment model for available for sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on such debt security is a credit loss.
−Removed: The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019.
−Removed: Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018.
−Removed: The standard should be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period
−Removed: in which the guidance is effective.
−Removed: The Company expects to adopt the guidance during the first quarter of fiscal year 2021 and is currently evaluating the impact of this guidance on its financial position and results of operations.
−Removed: In March 2018 , the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which amends ASC 220 to add, remove, and clarify disclosure requirements related to reporting comprehensive income.
−Removed: This ASU gives entities the option to reclassify tax effects recorded in accumulated other comprehensive income as a result of tax reform to retained earnings.
−Removed: The entities have the option to apply the guidance retrospectively or in the period of adoption.
−Removed: The guidance requires entities to make new disclosures, regardless of whether they elect to reclassify tax effects.
−Removed: The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.
−Removed: Early adoption in any period is permitted.
−Removed: The Company expects to adopt the guidance during the first quarter of fiscal year 2020 and is evaluating the effect that ASU 2018-02 will have on its consolidated financial statements and related disclosures.
−Removed: In August 2018 , the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):
−Removed: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which amends ASC 820 to add and remove disclosure requirements related to fair value measurement.
−Removed: The amendments include new disclosure requirement for changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.
−Removed: The amendments eliminated disclosure requirements for amount of and reasons for transfers between Level 1 and Level 2, valuation processes for Level 3 fair value measurements, and policy for timing of transfers between levels of the fair value hierarchy.
−Removed: In addition, the amendments modified certain disclosure requirement to provide clarification or to promote appropriate exercise of discretion by entities.
−Removed: ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods therein.
+Added: In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting .
+Added: The ASU provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates.
+Added: The provisions of this ASU are only available until December 31, 2022 , when the reference rate replacement activity is expected to be completed.
+Added: The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.
+Added: In December 2019, the FASB issued ASU 2019-12:
+Added: Simplifying the Accounting for Income Taxes (Topic 740) , which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 clarifying and amending existing guidance.
+Added: This ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2020 .
Early adoption is permitted.
−Removed: The Company is currently evaluating the impact of this ASU.
−Removed: In August 2018 , the FASB issued ASU 2018-14, Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans , which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans.
−Removed: The amendments require additional disclosure for the weighted-average interest crediting rates, a narrative description of the reasons for significant gains and losses, and an explanation of any other significant changes in the benefit obligation or plan assets.
−Removed: The amendment removes disclosure requirement for accumulated other comprehensive income expected to be recognized over the next year, information about plan assets to be returned to the entity, and the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement health care benefits.
−Removed: The ASU is effective for fiscal years ending after December 15, 2020.
−Removed: Early adoptio n is permitted.
−Removed: The ASU does not amend the interim disclosure requirements of ASC 715-20.
−Removed: The Company is currently evaluating the impact of this ASU.
+Added: The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.
In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):
5 unchanged sentences
Early adoption is permitted.
−Removed: The Company is currently evaluating the impact of this ASU.
−Removed: In December 2018 , the FASB issued ASU 2018-20, Leases (Topic 842):
−Removed: Narrow-Scope Improvements for Lessors .
−Removed: The amendments create a lessor practical expedient applicable to sales and other similar taxes incurred in connection with a lease and simplify lessor accounting for lessor costs paid by the lessee.
−Removed: The ASU permits lessors to present sales and other similar taxes that arise from a specific leasing transaction on a net basis.
−Removed: It requires lessors to present lessor costs paid by the lessee directly to a third party on a net basis – regardless of whether the lessor knows, can determine or can reliably estimate those costs.
−Removed: It requires lessors to present lessor costs paid by the lessee to the lessor on a gross basis.
−Removed: It clarifies that lessors should recognize variable payments allocable to non-lease components as revenue in accordance with relevant other guidance.
−Removed: The effective date coincides with the effective date of the new leases standard
−Removed: for companies that have not early adopted.
−Removed: As such, this ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years.
+Added: The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.
+Added: In August 2018, the FASB issued ASU 2018-14, Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans , which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans.
+Added: The amendments require additional disclosure for the weighted-average interest crediting rates, a narrative description of the reasons for significant gains and losses, and an explanation of any other significant changes in the benefit obligation or plan assets.
+Added: The amendment removes disclosure requirement for accumulated other comprehensive income expected to be recognized over the next year, information about plan assets to be returned to the entity, and the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement health care benefits.
+Added: The ASU is effective for fiscal years ending after December 15, 2020 .
Early adoption is permitted.
−Removed: The Company is currently evaluating the impact of this ASU.
−Removed: In March 2019 , the FASB issued ASU 2019-01, Leases (Topic 842) - Codification Improvements , which makes targeted changes to lessor accounting and clarifies interim transition disclosure requirements.
−Removed: The ASU clarifies that companies are exempt from making the interim period transition disclosures required by ASC 250, Accounting Changes and Error Corrections , for the period in which a change in accounting principle is made as a result of adopting ASC 842.
−Removed: This interim period disclosure exemption is consistent with ASC 842, which already allowed companies to exclude the annual effect of the accounting change on income from continuing operations, net income and per-share amounts for periods post-adoption.
−Removed: This ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years.
+Added: The ASU does not amend the interim disclosure requirements of ASC 715-20.
+Added: The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.
+Added: In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):
+Added: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which amends ASC 820 to add and remove disclosure requirements related to fair value measurement.
+Added: The amendments include new disclosure requirements for changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average used to develop significant
+Added: unobservable inputs for Level 3 fair value measurements.
+Added: The amendments eliminated disclosure requirements for amount of and reasons for transfers between Level 1 and Level 2, valuation processes for Level 3 fair value measurements, and policy for timing of transfers between levels of the fair value hierarchy.
+Added: In addition, the amendments modified certain disclosure requirement to provide clarification or to promote appropriate exercise of discretion by entities.
+Added: ASU 2018-13 is effective for fiscal years beginning after December 15, 2019 , including interim periods therein.
Early adoption is permitted.
−Removed: The Company is currently evaluating the impact of this ASU.
−Removed: In April 2019 , the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , which makes targeted changes to standards on credit losses, hedging, and recognizing and measuring financial instruments to clarify them and address implementation issues.
−Removed: The amendments clarify the scope of the credit losses standard and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other things.
−Removed: On recognizing and measuring financial instruments, the amendments address the scope of the guidance, the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates.
−Removed: The amendments in ASU 2019-04 related to ASU 2016-01 are effective for fiscal years beginning after December 15, 2019 , including interim periods therein.
−Removed: Early adoption is permitted if the entity has adopted those standards.
−Removed: The Company is currently evaluating the impact of this ASU.
−Removed: In May 2019 , the FASB issued ASU 2019-05, Financial Instruments - Credit Losses (Topic 326) - Targeted Transition Relief , which provides transition relief for entities adopting ASU 2016-13.
−Removed: The amendments in ASU 2019-05 allow entities to elect the fair value option on certain financial instruments.
−Removed: ASU 2019-05 amends ASU 2016-13 to allow companies to irrevocably elect, upon adoption of ASU 2016-13, the fair value option on financial instruments that were previously recorded at amortized cost and are within the scope of ASC 326-20 if the instruments are eligible for the fair value option under ASC 825-10.
−Removed: Entities are required to make this election on an instrument-by-instrument basis.
−Removed: ASU 2019-05’s amendments should be applied “on a modified-retrospective basis by means of a cumulative-effect adjustment to the opening balance of retained earnings in the statement of financial position as of the date that an entity adopted the amendments in ASU 2016-13.” Certain disclosures are required.
−Removed: For entities that have not adopted ASU 2016-13, the effective date of ASU 2019-05 will be the same as the effective date of ASU 2016-13 which is for fiscal years, and interim periods within those years, beginning after December 15, 2019 .
−Removed: Early adoption is permitted if the entity has adopted ASU 2016-13.
−Removed: The Company is currently evaluating the impact of this ASU.
+Added: The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.
+Added: In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses:
+Added: Measurement of Credit Losses on Financial Instruments .
+Added: The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , ASU 2019-05 “Financial Instruments-Credit Losses” , ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and ASU 2020-02 , Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) to clarify and address certain items related to the amendments in ASU 2016-13.
+Added: Topic 326 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model.
+Added: The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 .
+Added: Early adoption is permitted.
+Added: The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.
Recently Adopted Accounting Pronouncements
−Removed: In May 2014 , the FASB issued ASC 606 which contained new accounting guidance for reporting revenue recognition.
−Removed: The guidance provides for the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services.
−Removed: In addition, the guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
−Removed: The guidance also specifies the accounting for certain costs to obtain and fulfill a contract, as codified in ASC 340-40 Accounting for Other Assets and Deferred Costs (“ASC 340-40”).
−Removed: The Company adopted this standard effective October 1, 2018 , using the modified retrospective method and has only applied this method to contracts that were not completed as of the effective date and all new contracts initiated on or after the effective date.
−Removed: Results for reporting periods beginning on or after October 1, 2018 are presented under ASC 606, while prior period amounts have not been restated and continue to be reported in accordance with the governing revenue recognition standards applicable to that period.
−Removed: The impact of the cumulative effect of adopting ASC 606 effective October 1, 2018 on the Company’s Consolidated Balance Sheet is as follows:
−Removed: Impact of Adopting
−Removed: September 30, 2018
−Removed: October 1, 2018
−Removed: Prepaid expenses and other current assets
−Removed: Prepaid expenses and other current assets - discontinued operations
−Removed: Long-term deferred tax assets
−Removed: Deferred revenue
−Removed: Deferred revenue - discontinued operations
−Removed: Accumulated deficit
−Removed: Upon adoption of ASC 606, the Company recorded a cumulative effect adjustment of $ 0.9 million, net of a tax adjustment of $ 0.4 million, which resulted in an increase to the opening accumulated deficit balance on the Consolidated Balance Sheet, primarily driven by deferral of previously recognized revenue within the Brooks Life Sciences segment, offset by deferral of previously recognized commission expense within the Brooks Life Sciences segment and acceleration of revenue within the Brooks Semiconductor Solutions Group segment.
−Removed: A portion of the adjustment related to the acceleration of revenue within the Brooks Semiconductor Solutions Group segment resulted from the change in the revenue recognition rules.
−Removed: Upon the adoption of ASC 606, the Company is no longer required to defer revenue in accordance with billing constraints defined in the contract with the customer.
−Removed: The change impacted the Company’s semiconductor contamination control solutions revenue stream as under ASC 606, the Company recognizes revenue in an amount equivalent to the transfer of control that has occurred.
−Removed: (Please refer to Note 19, “Revenue from Contracts with Customers” for further information on when control is transferred).
−Removed: As a result, revenue previously deferred due to the contractual billing restraints that otherwise met the revenue recognition requirements was accelerated into the opening accumulated deficit balance resulting in an increase to accumulated deficit of $ 0.9 million as of October 1, 2018.
−Removed: A portion of the adjustment related to the deferral of previously recognized revenue within the Brooks Life Science segment related to fees associated with registration of biological samples.
−Removed: This adjustment is derived from the new requirement to recognize revenue associated with certain sample life cycle management solutions transactions over time under ASC 606, while historically these transactions have been recorded at a point in time.
−Removed: Registration fees for these samples were previously recognized as revenue at a point in time upon completion of the registration and are now required to be recognized ratably over the period of benefit under ASC 606.
−Removed: As a result, upon adopting ASC 606, the Company deferred previously recognized registration fee revenue for contracts not completed as of the effective date.
−Removed: The period of benefit associated with registration fees has been determined to be approximately 24 months resulting in the deferral of revenue historically recognized at a point in time over this period.
−Removed: This change resulted in a decrease to accumulated deficit of $ 3.1 million as of October 1, 2018.
−Removed: A portion of the adjustment is related to the deferral of previously recognized commission expense within the Brooks Life Science segment.
−Removed: This portion of the adjustment is derived from the new requirement to recognize the cost to obtain certain transactions over time under ASC 340-40, while historically this expense has been recognized at a point in time.
−Removed: The standard requires certain costs incurred to obtain a contract to be recorded as an asset when incurred and expensed as the transfer of control of the underlying performance obligations occur or over the estimated customer life, depending on the nature of the underlying contract.
−Removed: As a result, upon adopting ASC 606, the Company deferred previously recognized costs for contracts not completed as of the effective date.
−Removed: The estimated customer life has been
−Removed: determined to be approximately 60 months resulting in the deferral of costs historically expensed at a point in time over this period.
−Removed: This change resulted in an increase to accumulated deficit of $ 1.5 million as of October 1, 2018.
−Removed: Additional changes to the Company’s accumulated deficit were made as the result of adopting ASC 606.
−Removed: These changes, which resulted in a cumulative decrease to accumulated deficit of $ 0.2 million as of October 1, 2018, were driven by the identification of additional performance obligations as well as changes in the transfer of control of certain performance obligations across both the Brooks Semiconductor Solutions Group and Brooks Life Science segments.
−Removed: The additional changes to the Company’s accumulated deficit included a cumulative decrease to accumulated deficit of $ 0.2 million from discontinued operations.
−Removed: As the Company has adopted ASC 606 using the modified retrospective method, the standard requires disclosure of impact from adoption of the standard to each financial statement line item in the current reporting period.
−Removed: The impact of adoption of ASC 606 on the Company’s Consolidated Statement of Operations and Consolidated Balance Sheet was as follows:
−Removed: Year Ended September 30, 2019
−Removed: Without adoption of
−Removed: Effect of Change
−Removed: Higher/(Lower)
−Removed: Cost of revenue
−Removed: Operating expenses
−Removed: Operating income
−Removed: September 30, 2019
−Removed: Without adoption of
−Removed: Effect of Change
−Removed: Higher/(Lower)
−Removed: Prepaid expenses and other current assets
−Removed: Deferred revenue
−Removed: Accumulated deficit
−Removed: The difference between the reported results and the results without the adoption of ASC 606 was primarily driven from the elimination of revenue constraints due to billing limitations that resulted in acceleration of revenue within the Brooks Semiconductor Solutions Group segment and the deferral of fees associated with the registration of biological samples within the Brooks Life Science segment.
−Removed: Amortization of costs to obtain a contract capitalized through the cumulative effect adjustment described above have resulted in additional expense in the current period under ASC 606.
−Removed: Except as disclosed above, the adoption of ASC 606 did not have a significant impact on the Company’s Consolidated Statement of Operations for the year ended September 30, 2019 and Consolidated Balance Sheet as of September 30, 2019.
−Removed: In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business .
−Removed: ASU 2017- 01 clarifies the definition of a business with the objective of addressing whether transactions involving in-substance nonfinancial assets, held directly or in a subsidiary, should be accounted for as acquisitions or disposals of nonfinancial assets or of businesses.
−Removed: The Company adopted this standard effective October 1, 2018.
−Removed: The adoption of ASU 2017-01 did not have a material impact on the Company’s Consolidated Financial Statements.
−Removed: In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections .
−Removed: The ASU clarifies or improves the disclosure and presentation requirements of a variety of codification topics by aligning them with the U.S.
−Removed: Securities and Exchange Commission’s regulations, thereby eliminating redundancies and making the codification easier to apply.
−Removed: This ASU is effective upon issuance and did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
−Removed: In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) :
−Removed: Restricted Cash, which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statements of cash flows.
−Removed: The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.
−Removed: The Company adopted the new standard effective July 1, 2019 since the Company booked the restricted cash in connection with closing of the Disposition on the same date.
−Removed: The adoption of ASU 2016-18 did not have a material impact on the Company’s Consolidated Financial Statements.
+Added: In March 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which amends ASC 220 to add, remove, and clarify disclosure requirements related to reporting comprehensive income.
+Added: This ASU gives entities the option to reclassify tax effects recorded in accumulated other comprehensive income as a result of tax reform to retained earnings.
+Added: The entities have the option to apply the guidance retrospectively or in the period of adoption.
+Added: The guidance requires entities to make new disclosures, regardless of whether they elect to reclassify tax effects.
+Added: The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.
+Added: Early adoption in any period is permitted.
+Added: The Company adopted the guidance during the first quarter of fiscal year 2020 .
+Added: There is no accounting impact on the Company’s consolidated financial statements and related disclosures because the Company does not have stranded tax effects in accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act.
+Added: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , an amendment of the FASB ASC 840.
+Added: Under Topic 842, lessees are required to recognize a ROU asset and lease liability on the balance sheet for all leases with terms beyond twelve months.
+Added: The new standard also requires enhanced disclosures that provide more transparent information to financial statement users about lease portfolios.
+Added: The Company adopted Topic 842 effective October 1, 2019 using the modified retrospective approach .
+Added: The Company applied Topic 842 to all its leases as of October 1, 2019 with comparative prior periods continuing to be reported under Topic 840.
+Added: With the adoption of Topic 842, the Company assumed the assessment determined under Topic 840 of whether contracts contain leases, the classification of leases as operating or finance and the remaining lease term of each lease.
+Added: Certain leases contain both lease and non-lease components, which the Company has elected to treat as a single lease component.
+Added: On October 1, 2019, the Company recorded a ROU asset related to its operating leases of $ 28.1 million and a lease liability related to its operating leases of $ 27.1 million on its Consolidated Balance Sheets.
+Added: There was no impact to the Company’s finance ROU asset and liability on October 1, 2019.
+Added: The adoption of the standard did not impact the Consolidated Results of Operations or Consolidated Statement of Cash Flows.
+Added: See Note 7, “Leases” for further information.
Discontinued Operations
On August 27, 2018, the Company entered into a definitive agreement to sell its semiconductor cryogenics business to Edwards for $ 675.0 million in cash, subject to adjustments.
−Removed: On July 1, 2019, the Company completed the sale of the semiconductor cryogenics business for $ 661.5 million, which excludes $ 6.3 million retained by Edwards at closing based on the initial adjustment for net working capital.
−Removed: Net proceeds from the sale were approximately $ 553.1 million, after deducting estimated taxes payable and closing costs, which remains subject to adjustment for the final determination of working capital and other items.
+Added: On July 1, 2019, the Company completed the sale of the semiconductor cryogenics business for $ 661.5 million, which excludes $ 6.3 million retained by Edwards at closing based on an estimate of net working capital adjustments, which are currently pending finalization.
+Added: from the sale were approximately $ 553.1 million, net of taxes and closing costs paid and remaining estimated taxes payable.
+Added: As part of this sale, we transferred our intellectual property, or IP, for our cryogenics pump products, but not our IP related to our semiconductor automation or life sciences businesses.
Net income from discontinued operations for fiscal year 2019 is inclusive of the net gain on sale of $ 408.6 million.
+Added: 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.
+Added: The Company cannot determine the probability of any losses or outcome of these claims including the amount of any indemnifiable losses, if any, resulting from these claims at this time, however, the Company believes that none of these claims will have a material adverse effect on its consolidated financial position or results of operations.
+Added: If the resolution of these claims results in indemnifiable losses in excess of the applicable indemnification deductibles and indemnification escrow 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 transaction.
+Added: The Company believes that any indemnifiable losses in excess of the applicable deductibles and indemnification escrow established in the definitive agreement would be covered by such insurance.
+Added: If Edwards is unable to obtain recovery under its insurance, however, it could seek recovery of such indemnifiable losses, if any, directly from the Company.
The semiconductor cryogenics business consists of the CTI pump business, Polycold chiller business, the related services business and a 50 % share in Ulvac Cryogenics, Inc., a joint venture based in Japan.
2 unchanged sentences
In connection with the closing of the Disposition on July 1, 2019, the Company and Edwards entered into a transition service agreement, a supply agreement, and lease agreements.
−Removed: The transition service agreement outlines the information technology, people, and facility support the parties will provide to each other for a period up to 9 months after transaction closing date.
−Removed: The supply agreement allows the Company to purchase CTI and Polycold goods at cost from Edwards up to an aggregate amount equal to $ 1.0 million during the one-year term after closing of the Disposition.
+Added: The transition service agreement outlined the information technology, people, and facility support the parties provided to each other for the period ending 9 months after transaction closing date.
+Added: The supply agreement allowed the Company to purchase CTI and Polycold goods at cost from Edwards up to an aggregate amount equal to $ 1.0 million until one-year anniversary of closing the Disposition.
The lease agreements provide facility space in Chelmsford, Massachusetts to Edwards free of charge for three years after the transaction closing date.
15 unchanged sentences
Operating income
−Removed: Other income, net
−Removed: Income before income taxes and earnings of equity method investment
−Removed: Income tax provision
−Removed: Income before equity in earnings of equity method investment
+Added: Other income (loss), net
+Added: Income (loss) before income taxes and earnings of equity method investment
+Added: Income tax provision (benefit)
+Added: Income (loss) before equity in earnings of equity method investment
Equity in earnings of equity method investment
−Removed: The table above reflects revenue for the year ended September 30, 2019 in accordance with ASC 606, while results for the years ended September 30, 2018 and 2017 have not been restated and are reported in accordance with the governing revenue recognition standards applicable to those periods prior to adoption of ASC 606.
+Added: Net income (loss)
+Added: The Company did not record income or loss related to our semiconductor cryogenics business for the fiscal year ended September 30, 2020.
+Added: The table above reflects revenue for the year ended September 30, 2019 in accordance with ASC 606, while results for the years ended September 30, 2018 have not been restated and are reported in accordance with the governing revenue recognition standards applicable to those periods prior to adoption of ASC 606.
Results for the year ended September 30, 2019 were not significantly impacted by the adoption of ASC 606.
1 unchanged sentence
This analysis was updated upon announcement of the Disposition for the year ended September 30, 2018.
−Removed: The Company has concluded that there is no impairment indicator related to the goodwill of the Disposition group at either date the impairment analysis was performed.
+Added: The Company concluded that there was no impairment indicator related to the goodwill of the Disposition group at either date the impairment analysis was performed.
The Company did not include goodwill related to the semiconductor cryogenics business in its annual impairment analysis in April 2019, as the Disposition was classified as assets held for sale.
The following table presents the summarized financial information for Ulvac Cryogenics, Inc., the unconsolidated subsidiaries accounted for based on the equity method (in thousands):
−Removed: September 30,
−Removed: Balance Sheets:
−Removed: Current assets
−Removed: Non-current assets
−Removed: Current liabilities
−Removed: Non-current liabilities
Year Ended September 30,
8 unchanged sentences
Earnings of equity method investment
−Removed: The carrying value of the assets and liabilities of the discontinued operations on the Consolidated Balance Sheet as of September 30, 2018 was as follows (in thousands):
−Removed: September 30,
−Removed: Accounts receivable, net
−Removed: Other current assets
−Removed: Total current assets of discontinued operation
−Removed: Property, plant and equipment, net
−Removed: Intangibles, net
−Removed: Equity method investment
−Removed: Total long-term assets of discontinued operation
+Added: Acquisitions Completed in Fiscal Year 2020
+Added: Acquisition of RURO Inc.
+Added: On February 11, 2020 , the Company acquired RURO, Inc.
+Added: (“RURO”), an informatics software company based in Frederick, Maryland.
+Added: RURO provides cloud-based software solutions to manage laboratory workflow and bio-sample data for a broad range of customers in the biotech, healthcare, and pharmaceutical sectors.
+Added: The addition of RURO's capabilities and offerings will enable the Company to offer enhanced on-site and off-site management of biological sample inventories as well as integration solutions to its customers for their increasingly distributed workflow.
+Added: The total cash purchase price of the acquisition was $ 15.6 million, net of cash acquired, subject to net working capital adjustments.
+Added: The Company recorded the assets acquired and liabilities assumed related to RURO at their fair values as of the acquisition date, from a market participant’s perspective.
+Added: While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed on the acquisition date, its estimates and assumptions are subject to refinement.
+Added: Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions.
+Added: The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations.
+Added: The finalization of the assignment of fair values will be
+Added: completed within one year.
+Added: The following table presents the preliminary net purchase price and the fair values of the assets and liabilities of RURO (in thousands):
+Added: Fair Value of
+Added: Accounts receivable
+Added: Prepaid expenses and other current assets
+Added: Intangible assets
Accounts payable
Deferred revenue
−Removed: Accrued warranty and retrofit costs
+Added: Accrued compensation and benefits
Other current liabilities
−Removed: Total current liabilities of discontinued operation
−Removed: Long-term liabilities of discontinued operation
+Added: Long-term deferred tax liabilities
+Added: Long-term operating lease liabilities
+Added: Total purchase price, net of cash acquired
+Added: The Company applied variations of the income approach to estimate the fair values of the intangible assets acquired.
+Added: The identifiable intangible assets include customer relationships (excess earnings method) of $ 2.9 million with a useful life of 12 years , technology (relief from royalty method) of $ 2.9 million with a useful live of 9 years and trademarks (relief from royalty method) of $ 0.2 million with a useful life of 5 years .
+Added: The intangible assets acquired are amortized over the total weighted average period of 10.3 years using methods that approximate the pattern in which the economic benefits are expected to be realized.
+Added: Goodwill of $ 11.1 million largely reflects the potential synergies and expansion of the Company’s core technologies and offerings in the life sciences businesses.
+Added: The goodwill from this acquisition is not tax deductible.
+Added: The Company reported the results of operations for RURO in the Brooks Life Sciences Services segment starting from the acquisition date.
+Added: The revenues and net income from RURO recognized in the Company's consolidated results of operations were $ 3.8 million and $ 0.6 million, respectively, for the period between the acquisition date and September 30, 2020.
+Added: During the period between the acquisition date and September 30, 2020, the amortization expense of acquired intangible assets was $ 0.6 million.
+Added: During the year ended September 30, 2020, the Company incurred $ 0.3 million in transaction costs, which were recorded in "Selling, general and administrative"
+Added: expenses within the accompanying unaudited Consolidated Statements of Operations.
Acquisitions Completed in Fiscal Year 2019
1 unchanged sentence
On November 15, 2018 , the Company acquired all the outstanding capital stock of GENEWIZ Group (“GENEWIZ”), a leading global genomics service provider headquartered in South Plainfield, New Jersey.
−Removed: provides genomics services that enable research scientists to advance their discoveries within the pharmaceutical, academic, biotechnology, agriculture and other markets.
+Added: GENEWIZ provides genomics services that enable research scientists to advance their discoveries within the pharmaceutical, academic, biotechnology, agriculture and other markets.
It provides gene sequencing and synthesis services for more than 4,000 institutional customers worldwide supported by their global network of laboratories spanning the United States, China, Japan, Germany and the United Kingdom.
−Removed: This transaction has added a new and innovative platform which further enhances the Company’s core capabilities and added even more value to samples under the Company’s care.
+Added: This transaction has added a new and innovative platform which further enhances the Company’s core capabilities and the opportunity to add even more value to samples that are under the Company’s care.
The total cash purchase price for the acquisition was $ 442.7 million, net of cash acquired, which included a working capital settlement of $ 0.4 million.
2 unchanged sentences
The Company also retained an amount equal to $ 1.5 million as collateral for any adjustment shortfall based on the final merger consideration calculation.
−Removed: During the three months ended March 31, 2019, the final merger consideration was calculated to be $ 4.0 million less than the merger consideration paid at closing.
+Added: During the fiscal year 2019, the final merger consideration was calculated to be $ 4.0 million less than the merger consideration paid at closing.
To satisfy the shortfall, the Company reversed the $ 1.5 million liability associated with the holdback, received approval from the former shareholders to retain $ 0.7 million of funds the Company received on their behalf, and collected $ 1.8 million from the escrow accounts.
The Company recorded the assets acquired and liabilities assumed related to GENEWIZ at their fair values as of the acquisition date, from a market participant’s perspective.
−Removed: While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed on the acquisition date, its estimates and assumptions are subject to refinement.
Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions.
The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations.
−Removed: The finalization of the assignment of fair values will be completed within one year after the acquisition date.
The following table presents the net purchase price and the fair values of the assets and liabilities of GENEWIZ (in thousands):
Fair Value of
−Removed: Accounts receivable (approximates contractual value)
+Added: Accounts receivable
Prepaid expenses and other current assets
13 unchanged sentences
The identifiable intangible assets include customer relationships (excess earnings method) of $ 125.5 million with a useful life of 14 years , completed technology (relief from royalty method) of $ 44.5 million with useful lives from 10 to 15 years and trademarks (relief from royalty method) of $ 19.1 million with a useful life of 13 years .
−Removed: The intangible
−Removed: assets acquired are amortized over the total weighted average period of 13.3 years using methods that approximate the pattern in which the economic benefits are expected to be realized.
−Removed: During the three months ended June 30, 2019, the Company recorded a measurement adjustment related to the revised valuation of the intangible assets which increased intangible assets by $ 0.6 million.
−Removed: The additional amortization related to this adjustment was recorded during the three months ended June 30, 2019.
−Removed: Goodwill of $ 235.2 million largely reflects the potential synergies and expansion of the Company’s core technologies and offerings in the Life Sciences business.
−Removed: The goodwill from this acquisition is reported within the Brooks Life Sciences segment and is not tax deductible.
−Removed: During the three months ended March 31, 2019, a $ 0.3 million measurement period adjustment was recorded related to the working capital settlement which increased goodwill.
−Removed: During the three months ended June 30, 2019, the Company recorded measurement period adjustments which resulted in a net decrease to goodwill of $ 0.8 million.
−Removed: These adjustments included a $ 0.6 million increase to intangible assets which decreased goodwill, a $ 0.5 million decrease to tax related liabilities which decreased goodwill, partially offset by a $ 0.3 million decrease to an indemnification asset which increased goodwill and a $ 0.1 million increase for an asset retirement obligation which increased goodwill.
−Removed: During the three months ended September 30, 2019, the Company recorded measurement period adjustments which resulted in a net decrease to goodwill of $ 0.9 million.
−Removed: These adjustments included a $ 1.0 million decrease to accounts receivable which increased goodwill, and a $ 1.9 million decrease to tax related liabilities which decreased goodwill.
−Removed: During the three months ended March 31, 2019, the Company made a measurement period adjustment in the amount of $ 0.7 million to prepaid expenses and other current assets and $ 0.7 million to accrued expenses and other current liabilities.
−Removed: During the three months ended September 30, 2019, the Company made a measurement period adjustment in the amount of $ 2.7 million which increased both accounts receivable and customer deposits for the same amount.
+Added: The intangible assets acquired are amortized over the total weighted average period of 13.3 years using methods that approximate the pattern in which the economic benefits are expected to be realized.
+Added: Goodwill of $ 235.2 million largely reflects the potential synergies and expansion of the Company’s core technologies and offerings in the life sciences businesses.
+Added: The goodwill from this acquisition is reported within the Brooks Life Sciences Services segment and is not tax deductible.
The revenues and net income from GENEWIZ recognized in the Company’s consolidated results of operations were $ 166.4 million and $ 7.2 million, respectively, during the year ended September 30, 2020.
−Removed: During the year ended September 30, 2019, net income included $ 11.4 million related to amortization expense of acquired intangible assets.
−Removed: The Company incurred $ 6.5 million and $ 3.8 million, respectively, in transaction costs with respect to the GENEWIZ acquisition during the years ended September 30, 2019 and 2018.
−Removed: Transaction costs were recorded in "Selling, general and administrative"
+Added: The revenues and net income from GENEWIZ recognized in the Company’s consolidated results of operations were $ 126.3 million and $ 3.2 million, respectively, during the year ended September 30, 2019.
+Added: During the year ended September 30, 2020 and 2019, net income included $ 20.3 million and $ 11.4 million, respectively, related to amortization expense of acquired intangible assets.
+Added: The Company incurred $ 0.1 million, $ 6.5 million and $ 3.8 million, respectively, in transaction costs with respect to the GENEWIZ acquisition during the years ended September 30, 2020, 2019 and 2018.
+Added: Transaction costs were
+Added: recorded in "Selling, general and administrative"
expenses within the accompanying unaudited Consolidated Statements of Operations.
6 unchanged sentences
To present the Company’s consolidated results of operations as if the acquisition had taken place on October 1, 2017, the unaudited pro forma earnings for the years ended September 30, 2019 and 2018 have been adjusted to include the following additional expenses related to the acquisition:
−Removed: $ 1.6 million and $ 12.7 million, respectively, of depreciation and amortization related to the fair value step up of property, plant, and equipment and leases, recording of intangible
−Removed: assets, $ 0 million and $ 53.6 million, respectively, of one-time nonrecurring compensation expenses and transaction costs related to the GENEWIZ acquisition, $ 2.0 million and $ 19.8 million, respectively, of interest expense related to financing activities.
−Removed: The Company identified that the pro forma calculation for the acquisition of GENEWIZ, in Note 5 of the previously issued interim consolidated financial statements included in the Company’s Quarterly reports on Form 10-Q’s for the periods ended December 31, 2018, March 31, 2019, and June 30, 2019, incorrectly included the nonrecurring compensation expenses and transaction costs in the 2019 fiscal year, rather than the 2018 fiscal year.
−Removed: This resulted in overstatements of 2018 pro-forma earnings and understatements of 2019 pro-forma earnings in each of the 10-Q filings for the periods ended December 31, 2018, March 31, 2019, and June 30, 2019.
−Removed: The misstatements had no impact on the Company’s reported results of operations.
−Removed: The corrections for the presentation are as follows (pro forma, unaudited, in thousands):
−Removed: Three Months Ended December 31, 2018
−Removed: As Previously Reported
−Removed: Net (loss) income from Continuing operations
−Removed: Six Months Ended March 31, 2019
−Removed: As Previously Reported
−Removed: Net (loss) income from Continuing operations
−Removed: Nine Months Ended June 30, 2019
−Removed: As Previously Reported
−Removed: Net (loss) income from Continuing operations
−Removed: Three Months Ended December 31, 2017
−Removed: As Previously Reported
−Removed: Net (loss) income from Continuing operations
−Removed: Six Months Ended March 31, 2018
−Removed: As Previously Reported
−Removed: Net (loss) income from Continuing operations
−Removed: Nine Months Ended June 30, 2018
−Removed: As Previously Reported
−Removed: Net (loss) income from Continuing operations
+Added: $ 1.6 million and $ 12.7 million, respectively, of depreciation and amortization related to the fair value step up of property, plant, and equipment and leases, recording of intangible assets, $ 0 million and $ 53.6 million, respectively, of one-time nonrecurring compensation expenses and transaction costs related to the GENEWIZ acquisition, $ 2.0 million and $ 19.8 million, respectively, of interest expense related to financing activities.
Acquisitions Completed in Fiscal Year 2018
27 unchanged sentences
The revenues and net income from Tec-Sem included in the Company's consolidated results for fiscal year 2020 were $ 25.3 million and $ 7.3 million, respectively.
+Added: The revenues and net income from Tec-Sem included in the Company's consolidated results for fiscal year 2019 were $ 30.9 million and $ 8.1 million, respectively.
The revenues and net loss from Tec-Sem included in the Company's consolidated results for fiscal year 2018 were $ 11.6 million and $ 1.2 million, respectively.
−Removed: During fiscal year 2019, the net income included $ 0.2 million related to the step-up in value of the acquired inventories and $ 2.7 million related to amortization expense of acquired intangible assets.
−Removed: During fiscal year 2018, the net loss included $ 0.7 million related to the step-up in value of the acquired inventories and $ 2.1 million related to amortization expense of acquired intangible assets.
−Removed: During fiscal year 2018, the Company incurred $ 0.9 million in transaction costs related to the Tec-Sem acquisition.
+Added: During fiscal years 2020, 2019 and 2018, the net income (loss) included $ 1.7 million, $ 2.7 million, and $ 2.1 million, respectively, related to amortization expense of acquired intangible assets.
+Added: During fiscal years 2019 and 2018, the net income included $ 0.2 million and $ 0.7 million, respectively, related to the step-up in value of the acquired inventories and related to amortization expense of acquired intangible assets.
+Added: During fiscal year 2018, the Company also incurred $ 0.9 million in transaction costs related to the Tec-Sem acquisition.
The escrow at closing had a balance of $ 2.6 million which consisted of $ 1.8 million related to satisfaction of the sellers' indemnification obligations with respect to their representations and warranties and other indemnities.
The remaining $ 0.8 million of the escrow balance is related to a performance obligation that the Company assumed at the acquisition date for the transfer of non-core wafer stocker technology to an unrelated third party.
−Removed: As of September 30, 2019, the escrow balance was $ 1.1 million related to the satisfaction of the sellers' indemnification obligations, and $ 0.3 million related to the delivery of the technology.
+Added: The escrow balances had been fully released during fiscal year 2020.
The Company did not present a pro forma information summary for its consolidated results of operations for the fiscal years ended September 30, 2018 and 2017 as if the acquisition of Tec-Sem occurred on October 1, 2016 because such results were immaterial.
1 unchanged sentence
On October 5, 2017 , the Company acquired all the outstanding capital stock of 4titude Limited (“4titude”), a U.K.-based manufacturer of scientific consumables for biological sample materials used in a variety of genomic and DNA analytical applications.
−Removed: The acquisition of 4titude has expanded the Company’s existing offerings of consumables and instruments within the Brooks Life Sciences segment.
+Added: The acquisition of 4titude has expanded the Company’s existing offerings of consumables and instruments within the Brooks Life Sciences segments.
The aggregate purchase price of $ 65.1 million, net of cash acquired, consisted primarily of a cash payment of $ 64.8 million subject to working capital adjustments and the assumption of the seller’s liabilities of $ 0.4 million.
14 unchanged sentences
The escrow was related to satisfaction of the sellers' indemnification obligations with respect to their representations and warranties and other indemnities.
−Removed: The escrow balance was $ 0.2 million as of September 30, 2019 and was fully released subsequently.
−Removed: Goodwill represents the excess of the consideration paid over the fair value of the net assets acquired and has been assigned to the Brooks Life Sciences segment .
+Added: The escrow balance was fully released during fiscal year 2020.
+Added: Goodwill represents the excess of the consideration paid over the fair value of the net assets acquired and has been assigned to the Brooks Life Sciences Products segment .
Goodwill is primarily the result of expected synergies from combining the operations of 4titude with the Company’s operations and is not deductible for tax purposes.
−Removed: The operating results of 4titude have been reflected in the results of operations for the Brooks Life Sciences segment.
+Added: The operating results of 4titude have been reflected in the results of operations for the Brooks Life Sciences Products segment.
+Added: During fiscal year 2020, revenue and net loss from 4titude recognized in the Company’s results of operations were $ 21.7 million and $ 3.9 million, respectively.
During fiscal year 2019, revenue and net income from 4titude recognized in the Company’s results of operations were $ 16.1 million and $ 0.7 million, respectively.
During fiscal year 2018, revenue and net loss from 4titude recognized in the Company’s results of operations were $ 15.9 million and $ 0.8 million, respectively.
−Removed: The net income in fiscal year 2019 included recurring charges of $ 3.7 million, related to amortization expense of acquired intangible assets.
−Removed: The net loss in fiscal year 2018 included recurring charges of $ 4.1 million, related to amortization expense of acquired intangible assets.
+Added: The net income (loss) in fiscal years 2020, 2019, and 2018 included recurring charges of $ 3.7 million, $ 3.7 million, $ 4.1 million, respectively, related to amortization expense of acquired intangible assets.
The net loss in fiscal year 2018 also included non-recurring charges of $ 1.2 million related to the step-up in value of the acquired inventories.
3 unchanged sentences
BioSpeciMan, founded in 2002 , provides temperature controlled biological sample storage services to an attractive mix of pharma, biotech and contract laboratory customers.
−Removed: This acquisition has expanded customer relationships and geographic reach within its growing sample management storage services business in the Brooks Life Sciences segment.
+Added: This acquisition has expanded customer relationships and geographic reach within its growing sample management storage services business in the Brooks Life Sciences segments.
The total cash payment made by the Company was $ 5.2 million, net of cash acquired and subject to working capital adjustments.
1 unchanged sentence
The Company applied the excess earnings method, a variation of the income approach to determine the fair value of the customer relationship intangible asset.
−Removed: The goodwill from this acquisition is reported within the Brooks Life Sciences segment and is not tax deductible.
+Added: The goodwill from this acquisition is reported within the Brooks Life Sciences Services segment and is not tax deductible.
At the acquisition date, a cash payment of $ 0.5 million was placed into escrow which was ascribed to the purchase price.
The escrow was related to satisfaction of the sellers' indemnification obligations with respect to their representations and warranties and other indemnities.
−Removed: The operating results of the acquisition have been reflected in the results of operations for the Brooks Life Sciences segment.
+Added: The operating results of the acquisition have been reflected in the results of operations for the Brooks Life Sciences Services segment.
The Company did not present a pro forma information summary for its consolidated results of operations for the fiscal years ended September 30, 2018 and 2017 as if the acquisition of BioSpeciMan occurred on October 1, 2016 because such results were immaterial.
−Removed: Acquisitions Completed in Fiscal Year 2017
−Removed: Acquisition of Pacific Bio-Material Management, Inc.
−Removed: and Novare, LLC
−Removed: On July 5, 2017, the Company entered into an asset purchase agreement with Pacific Bio-Material Management, Inc.
−Removed: (“PBMMI”) and Novare, LLC, a wholly owned subsidiary of PBMMI (collectively, the “sellers”), to acquire substantially all the assets and certain liabilities of the sellers’ business related to providing storage, transportation, management, and cold chain logistics of biological materials.
−Removed: The acquisition has expanded the Company’s existing capabilities with respect to sample management and integrated cold chain storage and transportation solutions within the Brooks Life Sciences segment.
−Removed: The Company paid to the sellers cash consideration of $ 34.3 million, net of cash acquired and subject to working capital adjustments.
−Removed: The Company used a market participant approach to record the assets acquired and liabilities assumed in the PBMMI acquisition.
−Removed: The amounts recorded were as follows (in thousands):
−Removed: Fair Value of
−Removed: Accounts receivable (approximates contractual value)
−Removed: Prepaid expenses and other current assets
−Removed: Property, plant and equipment
−Removed: Intangible assets
−Removed: Accounts payable
−Removed: Accrued liabilities
−Removed: Deferred revenue
−Removed: Other liabilities
−Removed: Total purchase price, net of cash acquired
−Removed: The Company applied variations of the income approach to estimate the fair values of the intangible assets acquired.
−Removed: The identified intangible assets include customer relationship intangible (excess-earnings method) of $ 8.5 million and
−Removed: trademarks of $ 0.1 million.
−Removed: The intangible assets acquired are amortized over the total weighted average period of 11.0 years using methods that approximate the pattern in which the economic benefits are expected to be realized.
−Removed: At the acquisition date, a cash payment of $ 3.3 million was placed into escrow which was ascribed to the purchase price.
−Removed: The escrow balance of $ 3.3 million included $ 2.9 million related to satisfaction of the sellers' indemnification obligations with respect to their representations and warranties and other indemnities, as well as $ 0.4 million payable to the former owner of Novare as a compensation for a sale of his ownership interest.
−Removed: This escrow arrangement is administered by the Company on behalf of the sellers.
−Removed: The escrow balance related to satisfaction of the sellers' indemnification obligations was reduced by its full amount as of September 30, 2019.
−Removed: The Novare escrow balance was reduced by its full amount as of September 30, 2018.
−Removed: Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired and has been assigned to the Brooks Life Sciences segment.
−Removed: Goodwill is primarily the result of expected synergies from combining the operations of PBMMI with the Company’s operations and is deductible for tax purposes.
−Removed: The operating results of PBMMI have been reflected in the results of operations for the Brooks Life Sciences segment.
−Removed: During fiscal year 2019, revenue and net income from PBMMI recognized in the Company’s results of operations were $ 11.9 million and $ 0.7 million, respectively.
−Removed: During fiscal year 2018, revenue and net income from PBMMI recognized in the Company’s results of operations were $ 11.5 million and $ 0.7 million, respectively.
−Removed: During fiscal year 2017, revenue and net income from PBMMI recognized in the Company’s results of operations were $ 3.4 million and $ 0.8 million, respectively.
−Removed: During fiscal year ended September 30, 2019, 2018 and 2017, the net income included amortization expense of $ 1.1 million, $ 1.6 million and $ 0.3 million, respectively, related to acquired intangible assets.
−Removed: During fiscal year 2018 and 2017, the Company incurred less than $ 0.1 million and $ 0.3 million in non-recurring transaction costs with respect to the PBMMI acquisition.
−Removed: The Company did not present a pro forma information summary for its consolidated results of operations for the fiscal years ended September 30, 2017 and 2016 as if the acquisition of PBMMI occurred on October 1, 2015 because such results were immaterial.
−Removed: Acquisition of Cool Lab, LLC
−Removed: On November 28, 2016, the Company acquired 100 % of the equity of Cool Lab, LLC ("Cool Lab") from BioCision, LLC ("BioCision").
−Removed: The Company held a 20 % equity ownership interest in BioCision prior to the acquisition.
−Removed: Cool Lab was established as a subsidiary of BioCision on November 28, 2016 upon the transfer of certain assets related to cell cryopreservation solutions.
−Removed: Cool Lab’s offerings assist in managing the temperature stability of therapeutics, biological samples, and related biomaterials in ultra-cold and cryogenic environments.
−Removed: The acquisition of Cool Lab has allowed the Company to extend its comprehensive sample management solutions across the cold chain of custody, which is consistent with the other offerings it brings to its life sciences customers.
−Removed: The aggregate purchase price of $ 15.2 million consisted of a cash payment of $ 4.8 million, a liability to the seller of $ 0.1 million and the settlement of certain preexisting relationships with Cool Lab and BioCision, disclosed as non-cash consideration of $ 10.3 million, which has been measured at fair value on the acquisition date.
−Removed: The Company used a market participant approach to record the assets acquired and liabilities assumed in the Cool Lab acquisition.
−Removed: The amounts recorded were as follows (in thousands):
−Removed: Fair Value of Assets
−Removed: an d Liabilities
−Removed: Intangible assets
−Removed: Accrued liabilities
−Removed: Other liabilities
−Removed: Total purchase price
−Removed: The Company applied variations of the income approach to estimate the fair values of the intangible assets acquired.
−Removed: The identified intangible assets include customer relationship with a certain customer (excess-earnings method) of $ 3.6 million with a useful life of 3 years , completed technology (relief-from-royalty) of $ 1.2 million with a useful life of 8 years , and other customer relationship (excess-earnings method) of $ 1.3 million with a useful life of 10 years .
−Removed: The intangible assets acquired are amortized over the total weighted average period of 5.4 years using methods that approximate the pattern in which the economic benefits are expected to be realized, including percentage of revenue expected to be generated from sales to a certain customer over the contract term.
−Removed: Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired and has been assigned to the Brooks Life Sciences segment.
−Removed: Goodwill is primarily the result of expected synergies from combining the operations of Cool Lab with the Company’s operations and is deductible for tax purposes.
−Removed: The Company recorded a liability of $ 0.7 million in the purchase price allocation that represented a pre-acquisition contingency incurred on the acquisition date.
−Removed: The obligation is related to a rebate that is due to a particular customer if the annual product sales volume metrics exceed threshold amounts under the provisions of the contract with this customer assumed by the Company.
−Removed: Fair value of such liability was determined based on a probability weighted discounted cash flow model.
−Removed: The carrying amount of the liability was $ 0.0 million and $ 0.8 million, respectively, at September 30, 2019 and 2018.
−Removed: The operating results of Cool Lab have been reflected in the results of operations for the Brooks Life Sciences segment.
−Removed: During fiscal year 2019, revenue and net income from Cool Lab recognized in the Company’s results of operations were $ 4.1 million and $ 0.1 million, respectively.
−Removed: During fiscal year 2018, revenue and net loss from Cool Lab recognized in the Company’s results of operations were $ 3.7 million and $ 0.2 million, respectively.
−Removed: During fiscal year 2017, revenue and net loss from Cool Lab recognized in the Company’s results of operations were $ 3.7 million and $ 0.3 million, respectively.
−Removed: During fiscal year ended September 30, 2019, 2018 and 2017, the net income included charges of amortization expense $ 1.6 million, $ 1.6 million and $ 1.2 million respectively, related to acquired intangible assets.
−Removed: During fiscal year ended September 30, 2017, the net loss also included charges of $ 0.4 million related to the step-up in value of the acquired inventories.
−Removed: During fiscal year 2017, the Company also incurred $ 0.4 million in non-recurring transaction costs with respect to the Cool Lab acquisition.
−Removed: The Company did not present a pro forma information summary for its consolidated results of operations for the fiscal years ended September 30, 2017 and 2016 as if the acquisition of Cool Lab occurred on October 1, 2015 because such results were immaterial.
−Removed: On August 22, 2017, the Company acquired certain assets and liabilities of RURO, Inc., (“RURO”), a U.S.-based provider of sample management software solutions across multiple end markets, including academic research, government, pharmaceutical, biotech, and healthcare.
−Removed: The acquired FreezerPro® web-based software platform together with an exclusive license to sell and distribute RURO’s BioBankPro ® software has allowed the Company to complement its existing informatics offerings within the Brooks Life Sciences segment and extend its informatics solutions to address laboratories, biobanks or enterprises that manage biological samples.
−Removed: The aggregate purchase price of $ 5.5 million consisted of a cash payment of $ 5.2 million and a liability to RURO of $ 0.4 million.
−Removed: The Company allocated the purchase price of $ 5.5 million to the assets acquired and liabilities assumed related to the acquisition at their fair values as of the acquisition date, of which $ 0.1 million was ascribed to accounts receivable, $ 4.0 million to intangible assets, $ 1.6 million to goodwill assigned to the Brooks Life Sciences segment and $ 0.2 million to deferred revenue.
−Removed: Fair values of intangible assets acquired of $ 4.0 million consisted of customer relationship intangible assets of $ 3.1 million and completed technology of $ 0.9 million.
−Removed: At the closing of the acquisition, a cash payment of $ 0.5 million was placed into escrow which was ascribed to the purchase price.
−Removed: The escrow was related to satisfaction of the sellers' indemnification obligations with respect to their representations and warranties and other indemnities.
−Removed: The operating results of the acquisition have been reflected in the results of operations for the Brooks Life Sciences segment.
−Removed: The Company did not present a pro forma information summary for its consolidated results of operations for fiscal years ended September 30, 2017 and 2016 as if the acquisition occurred on October 1, 2015 because such results were immaterial.
Marketable Securities
5 unchanged sentences
in the accompanying Consolidated Statements of Operations.
−Removed: During fiscal year 2019, the Company sold marketable securities with fair values and amortized cost of $ 49.4 million and $ 49.5 million, respectively, and recognized net losses of $ 0.1 million.
−Removed: The Company collected cash proceeds of $ 48.9 million from the sale of marketable securities and reclassified unrealized net holding losses of approximately $ 0.1 million from accumulated other comprehensive income into "Other expenses, net"
+Added: During fiscal year 2020, the Company sold marketable securities with a fair value and amortized cost of $ 2.5 million and recognized a net gain of less than $ 0.1 million.
+Added: As a result, during this period, the Company collected cash proceeds of $ 2.5 million from the sale of marketable securities and reclassified unrealized net holding gains of less than $ 0.1 million from accumulated other comprehensive income into "Other expenses, net"
in the accompanying Consolidated Statements of Operations as a result of these transactions.
−Removed: During fiscal year 2018 , the Company sold marketable securities with a fair value and amortized cost of $ 1.6 million each and recognized nominal net losses.
−Removed: The Company collected cash proceeds of approximately $ 1.6 million from the sale of marketable securities and reclassified unrealized net holding losses of $ 0.1 million from accumulated other comprehensive income into "Other expenses, net"
+Added: During fiscal year 2019, the Company sold marketable securities with a fair value and amortized cost of $ 49.4 million and $ 49.5 million, respectively, and recognized net losses of $ 0.1 million.
+Added: As a result, during this period, the Company collected cash proceeds of $ 48.9 million from the sale of marketable securities and reclassified unrealized net holding losses of $ 0.1 million from accumulated other comprehensive income into "Other expenses, net"
in the accompanying Consolidated Statements of Operations as a result of these transactions.
1 unchanged sentence
September 30, 2020:
−Removed: Treasury securities and obligations of U.S.
−Removed: government agencies
Bank certificates of deposits
6 unchanged sentences
Corporate securities
−Removed: Municipal securities
Other debt securities
8 unchanged sentences
The Company considers factors, such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer, the Company’s intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of its amortized cost basis.
−Removed: If the Company believes that an other-than-temporary decline in fair value has occurred, it writes down the investment to fair value and recognizes the credit loss in earnings and the non-credit loss in accumulated other comprehensive income.
−Removed: There were $ 12.0 million of marketable securities in an unrealized loss position as of September 30, 2019.
−Removed: As of September 30, 2018, aggregate fair value of the marketable securities in unrealized loss position was $ 43.0 million and was comprised primarily of U.S.
−Removed: Treasury securities, corporate securities, and municipal securities.
+Added: If the Company believes that an other-than-temporary decline in fair value has occurred, it writes down the investment to fair value and recognizes the credit loss in earnings and the non-credit loss in accumulated other comprehensive income or loss.
+Added: There were no securities in an unrealized loss position as of September 30, 2020.
+Added: The aggregate fair value of the marketable securities in unrealized loss position was $ 12.0 million as of September 30, 2019.
Aggregate unrealized losses for these securities were insignificant as of September 30, 2019 and are presented in the table above.
−Removed: The securities in unrealized loss position as of September 30, 2019 and 2018 were not considered other-than-temporarily impaired and, as such, the Company did not recognize impairment losses during the periods then ended.
+Added: The securities in unrealized loss position as of September 30, 2019 were not considered other-than-temporarily impaired and, as such, the Company did not recognize impairment losses during the period then ended.
The unrealized losses were attributable to changes in interest rates that impacted the value of the investments.
8 unchanged sentences
Capital projects in progress
+Added: Right-of-use Asset
accumulated depreciation and amortization
2 unchanged sentences
The Company recorded $ 3.0 million of additions to property, plant and equipment for which cash payments had not yet been made as of September 30, 2020.
+Added: The Company has operating leases for real estate and non-real estate and finance leases for non-real estate in North America, Europe, and Asia.
+Added: Non-real estate leases are primarily related to vehicles and office equipment.
+Added: Lease expiration dates range between 2020 and 2039.
+Added: The components of operating lease expense were as follows (in thousands):
+Added: Year Ended September 30, 2020
+Added: Operating lease costs
+Added: Finance lease costs:
+Added: Amortization of assets
+Added: Interest on lease liabilities
+Added: Total finance lease costs
+Added: Variable lease costs
+Added: Short-term lease costs
+Added: Total lease costs
+Added: Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate):
+Added: As of September 30, 2020
+Added: Operating Leases:
+Added: Operating lease right-of-use assets
+Added: Accrued expenses and other current liabilities
+Added: Long-term operating lease liabilities
+Added: Total operating lease liabilities
+Added: Finance Leases:
+Added: Property, plant and equipment, at cost
+Added: Accumulated amortization
+Added: Property, plant and equipment, net
+Added: Accrued expenses and other current liabilities
+Added: Other long-term liabilities
+Added: Total finance lease liabilities
+Added: Weighted average remaining lease term (in years):
+Added: Operating leases
+Added: Finance leases
+Added: Weighted average discount rate:
+Added: Operating leases
+Added: Finance leases
+Added: Supplemental cash flow information related to leases was as follows (in thousands, unaudited):
+Added: Year Ended September 30, 2020
+Added: Cash paid for amounts included in measurement of liabilities:
+Added: Operating cash flows from operating leases
+Added: Operating cash flows from finance leases
+Added: Financing cash flows from finance leases
+Added: Future lease payments for operating and finance leases as of September 30, 2020 were as follows for the subsequent five fiscal years and thereafter (in thousands):
+Added: Operating Leases
+Added: Finance Leases
+Added: Total future lease payments
+Added: Less imputed interest
+Added: Total lease liability balance
+Added: Future lease payments for operating and capital leases as of September 30, 2019 were as follows for the subsequent five fiscal years and thereafter (in thousands):
+Added: Operating Leases
+Added: Capital Leases
+Added: Total future lease payments
+Added: Less imputed interest
+Added: Total lease liability balance
+Added: As of September 30, 2020, the Company has not entered into any significant leases that have not commenced yet.
Goodwill and Intangible Assets
2 unchanged sentences
The Company elected April 1 st as its annual goodwill impairment assessment date.
−Removed: If the existence of events or circumstances indicates that it is more likely than not that fair values of the reporting units
−Removed: are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment.
+Added: If the existence of events or circumstances indicates that it is more likely than not that fair values of the reporting units are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment.
In accordance with ASC 350 , the Company initially assesses qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value.
2 unchanged sentences
No impairment loss is recognized if the fair value of the reporting exceeds its carrying value.
−Removed: The Company completed its annual goodwill impairment test as of April 1, 2019 for its five reporting units, including Automation Solutions, Contamination Control Solutions and Global Semiconductor Services within the Brooks Semiconductor Solutions Group segment, as well as Sample Management and GENEWIZ within the Brooks Life Sciences segment.
+Added: The Company completed its annual goodwill impairment test as of April 1, 2020 for its six reporting units, including Automation Solutions, Contamination Control Solutions and Global Semiconductor Services within the Brooks Semiconductor Solutions Group segment, Sample Repository Solutions and GENEWIZ within the Brooks Life Sciences Services segment, and Brooks Life Sciences Products as the only reporting unit within the Brooks Life Sciences Products segment.
Based on the test results, the Company determined that no adjustment to goodwill was necessary.
−Removed: The Company conducted a qualitative assessment for three reporting units within the Brooks Semiconductor Solutions Group segment and determined that it was more likely than not that their fair values were more than their carrying values.
−Removed: As a result of the analysis, the Company did not perform the quantitative assessment for these reporting units and did not recognize any impairment losses.
−Removed: The Company performed the quantitative goodwill impairment test for the two reporting units within the Brooks Life Sciences segment.
−Removed: The Company determined that no adjustment to goodwill was necessary for these two reporting units.
−Removed: The Sample Management reporting unit’s fair value significantly exceeded book value.
−Removed: The GENEWIZ reporting unit, which was recently acquired, had a fair value slightly above its book value.
+Added: The Company conducted a qualitative assessment for the three reporting units within the Brooks Semiconductor Solutions Group segment and determined that it was more likely than not that their fair values were greater than their carrying values.
+Added: As a result of the analysis, the Company did not perform the quantitative assessment for these reporting units, and therefore, did not recognize any impairment losses.
+Added: The Company performed the quantitative goodwill impairment test for the three reporting units within the life sciences businesses.
+Added: The Company determined that no adjustment to goodwill was necessary for these three reporting units.
+Added: The Life Sciences Products and the Sample Repository Solutions unit’s fair values significantly exceeded book value.
+Added: The GENEWIZ reporting unit, which was acquired in the first quarter of fiscal year 2019 , also had a fair value in excess of its book value.
The following table sets forth the changes in the carrying amount of goodwill by reportable segment since September 30, 2018 (in thousands):
1 unchanged sentence
Life Sciences
+Added: Life Sciences
Gross goodwill, at September 30, 2018
9 unchanged sentences
Goodwill, net of accumulated impairments, at September 30, 2020
−Removed: During fiscal year 2019, the Company recorded a goodwill increase of $ 232.7 million primarily related to the acquisition of GENEWIZ.
+Added: During fiscal year 2020, the Company recorded a goodwill increase of $ 12.9 million primarily related to the acquisition of RURO and the impact of foreign currency translation adjustments.
The components of the Company’s identifiable intangible assets as of September 30, 2020 and 2019 are as follows (in thousands):
8 unchanged sentences
Fiscal year ended September 30,
−Removed: Equity Method and Other Investments
−Removed: The Company accounts for certain of its investments using the equity method of accounting and records its proportionate share of the investee’s earnings (losses) in its results of operations with a corresponding increase (decrease) in the carrying value of the investment.
−Removed: BioCision, LLC
−Removed: As of September 30, 2016, the Company held a 20 % equity interest in BioCision, LLC, or BioCision, a privately-held company based in Larkspur, California, which was accounted for as an equity method investment.
−Removed: The Company held a term loan receivable from BioCision as of September 30, 2016.
−Removed: The term loan was provided to BioCision to support its working capital requirements.
−Removed: The term loan had an aggregate principal amount of $ 1.5 million and bore an annual interest rate of 10 %.
−Removed: The Company also held five-year convertible debt securities with a warrant agreement to purchase BioCision’s preferred units as of September 30, 2016.
−Removed: The convertible debt securities and the warrant were purchased by the Company in fiscal year 2015 for a total purchase price of $ 5.0 million.
−Removed: The convertible debt securities were accruing interest at the annual rate of 9 %, and all principal and accrued interest were due at maturity.
−Removed: The convertible debt securities and the warrant were recorded at fair value during each reporting period, and the remeasurement gains and losses were recognized as a component of "Other expenses, net"
−Removed: in the Company’s Consolidated Statements of Operations.
−Removed: On November 28, 2016, BioCision established Cool Lab as its subsidiary upon transferring certain assets related to cell cryopreservation solutions.
−Removed: The Company acquired a 100 % equity interest of the subsidiary on that date for an aggregate purchase price of $ 15.2 million, consisting of a cash payment of $ 4.8 million, a liability to the seller of $ 0.1 million, and non-cash consideration of $ 10.3 million measured at fair value on the acquisition date.
−Removed: The carrying value of the equity method investment in BioCision was $ 1.2 million on November 28, 2016.
−Removed: The Company recorded a loss associated with BioCision of $ 0.5 million from October 1, 2016 through the acquisition date.
−Removed: The equity method investment in BioCision was measured at fair value of $ 3.1 million at the acquisition date, and as a result the Company recognized a gain of $ 1.8 million upon the redemption of the equity method investment in its Consolidated Statements of Operations during fiscal year ended September 30, 2017.
−Removed: On November 28, 2016, convertible debt, warrant and the term loan with carrying values of $ 5.8 million, less than $ 0.1 million and $ 1.6 million, respectively, were measured at their fair values of $ 5.6 million, less than $ 0.1 million and $ 1.6 million, respectively.
−Removed: As a result of such measurement, the Company recognized an aggregate loss of $ 0.2 million upon the settlement of these financial instruments in "
−Removed: Other expenses, net "
−Removed: in its Consolidated Statements of Operations during the year ended September 30, 2017.
−Removed: Please refer to Note 4, "Acquisitions"
−Removed: for further information on the acquisition transaction.
Supplementary Balance Sheet Information
1 unchanged sentence
September 30,
−Removed: September 30,
Accounts receivable
12 unchanged sentences
September 30,
−Removed: September 30,
Raw materials and purchased parts
15 unchanged sentences
The Company’s warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure and supplier warranties on parts delivered to the Company.
−Removed: The following is a summary of product warranty and retrofit activity on a gross basis,
−Removed: excluding amounts related to discontinued operations, for the fiscal years ended September 30, 2019, 2018 and 2017 (in thousands):
+Added: The following is a summary of product warranty and retrofit activity on a gross basis, excluding amounts related to discontinued operations, for the fiscal years ended September 30, 2020, 2019 and 2018 (in thousands):
Balance at September 30, 2017
9 unchanged sentences
Line of Credit
−Removed: On May 26, 2016, the Company and certain of its subsidiaries entered into a credit agreement with Wells Fargo Bank, N.A.
−Removed: ("Wells Fargo").
−Removed: The credit agreement provided for a five-year senior secured revolving line of credit (the ‘‘line of credit") of $ 75.0 million.
−Removed: The agreement included sub-limits of up to $ 25.0 million for letters of credit and $ 7.5 million of swing loans at the time there is more than one lender under the credit agreement.
+Added: The Company maintains a revolving line of credit under a credit agreement with Wells Fargo Bank, N.A.
+Added: and JPMorgan Chase Bank, N.A.
+Added: that provides for a revolving credit facility of up to $ 75.0 million, subject to borrowing base availability, as defined in the credit agreement.
+Added: The line of credit matures on October 4, 2022 and expires no less than 90 days prior to the term loan expiration discussed below.
+Added: The proceeds from the line of credit are available for permitted acquisitions and general corporate purposes.
On October 4, 2017, the Company entered into a $ 200.0 million Senior Secured Term Loan Facility (the “term loan”) with Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A.
and Wells Fargo Securities, LLC (collectively, the “lenders”).
−Removed: Coincident with the entry into the term loan agreement, the Company amended certain terms and conditions of the credit agreement and entered into an arrangement with Wells Fargo and JPMorgan Chase Bank, N.A.
−Removed: Based on the amended terms of the credit agreement, the line of credit continues to provide for revolving credit financing of up to $ 75.0 million, subject to borrowing base availability.
−Removed: Borrowing base availability under the amended line of credit excludes collateral related to fixed assets and is redetermined periodically based on certain percentage of certain eligible U.S.
+Added: Coincident with the entry into the credit agreement for the term loan discussed in Note 11, “Debt” below, the Company amended certain terms and conditions of the credit agreement.
+Added: Based on the amended terms of the credit agreement, the line of credit continues to provide for a revolving credit facility of up to $ 75.0 million, subject to borrowing base availability.
+Added: Borrowing base availability under the amended credit agreement excludes collateral related to fixed assets and is redetermined periodically based on certain percentage of certain eligible U.S.
assets, including accounts receivable and inventory.
−Removed: The line of credit matures on October 4, 2022 and expires no less than 90 days prior to the term loan expiration.
The sub-limits for letters of credit were reduced to $ 7.5 million under the amended terms of the credit agreement.
All outstanding borrowings under the credit agreement are guaranteed by the Company and Brooks Life Sciences, Inc.
−Removed: (fka BioStorage Technologies, Inc.), its wholly-owned subsidiary (“guarantor”), and subordinated to the obligations under the term loan which are secured by a first priority lien on substantially all of the assets of the Company and the Guarantor, other than accounts receivable and inventory.
+Added: (fka BioStorage Technologies, Inc.), the Company’s wholly-owned subsidiary (“guarantor”), and subordinated to the obligations under the term loan which are secured by a first priority lien on substantially all of the assets of the Company and the guarantor, other than accounts receivable and inventory.
+Added: Please refer to Note 11, “Debt”, for further information on the term loan transaction.
There were no amounts outstanding under the line of credit as of September 30, 2020 and September 30, 2019.
−Removed: The Company records commitment fees and other costs directly associated with obtaining line of credit financing as deferred financing costs, which are amortized over the term of the related financing arrangement.
−Removed: Deferred financing costs were $ 0.4 million and $ 0.5 million at September 30, 2019 and September 30, 2018, respectively.
+Added: The Company records commitment fees and other costs directly associated with obtaining the line of credit facility as deferred financing costs, which are amortized over the term of the related financing arrangement.
+Added: Deferred financing costs were $ 0.2 million and $ 0.4 million, respectively, at September 30, 2020 and September 30, 2019.
The line of credit contains certain customary representations and warranties, a financial covenant and affirmative and negative covenants as well as events of default.
19 unchanged sentences
Subject to certain conditions stated in the credit agreement, the Company may redeem the term loan at any time at its option without a significant premium or penalty, except for a repricing transaction, as defined in the credit agreement.
−Removed: The Company is required to redeem the term loan at the principal amount then outstanding upon occurrence of certain events, including (i) net proceeds received from the sale or other disposition of the Company’s or the guarantor’ assets, subject to certain limitations, (ii) casualty and condemnation proceeds received by the Company or the guarantor, subject to certain exceptions, (iii) net proceeds received by the Company or the guarantor from the issuance of debt or disqualified capital stock after October 4, 2017.
+Added: The Company is required to redeem the term loan at the principal amount then outstanding upon occurrence of certain events, including (i) net proceeds received from the sale or other disposition of the Company’s or the guarantor’ assets, subject to certain limitations, (ii) casualty and condemnation proceeds received by the Company or the guarantor, subject to certain exceptions, (iii) net proceeds received by the Company or the guarantor from the issuance of debt or
+Added: disqualified capital stock after October 4, 2017.
Commencing on December 31, 2018, the Company was required to make principal payments equal to the excess cash flow amount, as defined in the credit agreement.
15 unchanged sentences
At September 30, 2020, the Company had an aggregate outstanding principal balance of $ 0.8 million for the three five-year term loans.
−Removed: Both of the two one-year short term loans matured and were repaid in full as of September 30, 2019.
+Added: Both of the two one-year short term loans matured and were repaid in full during fiscal year 2019.
During the year ended September 30, 2020, the weighted average stated interest rate paid on all outstanding debt was 4.1 %.
During the year ended September 30, 2020, the Company incurred aggregate interest expense of $ 2.4 million in connection with the borrowings, including $ 0.2 million of deferred financing costs amortization.
−Removed: As of September 30, 2019, the estimated fair value of the outstanding principal balance of the debt on the Company’s balance sheet approximates its carrying value.
−Removed: The fair value of the term loan was determined based on observable market inputs and classified within Level 2 of the fair value hierarchy due to a lack of an active market for this term loan or a similar loan instrument.
The following are the future minimum principal payment obligations under all of the Company’s outstanding debt as of September 30, 2020 (in thousands):
4 unchanged sentences
Non-current portion of long-term debt
−Removed: Capital Lease Obligations
−Removed: In connection with the GENEWIZ acquisition, the Company assumed five capital lease obligations related to leases of equipment.
−Removed: Three of the capital leases were initiated in 2016 and mature in 2021 and two of them were initiated in 2017 and mature in 2022.
−Removed: The outstanding principal balance of these obligations is included within “Other long-term liabilities” on the Company’s Consolidated Balance Sheets.
−Removed: See below for the future minimum principal payment obligations under these capital lease obligations as of September 30, 2019 (in thousands):
−Removed: Fiscal year ended September 30,
−Removed: Total outstanding principal balance
The components of the income tax provision (benefit) from continuing operations for the fiscal years are as follows (in thousands):
7 unchanged sentences
Year Ended September 30,
−Removed: The differences between the income tax provision (benefit) on income (loss) from continuing operations including income from equity in earnings (losses) of equity method investments and income taxes computed using the applicable U.S.
+Added: Income before income taxes
+Added: The differences between the income tax provision (benefit) on income (loss) from continuing operations including income from equity in earnings (losses) of equity method investments and income taxes computed using the applicable
statutory federal tax rates for the fiscal years ended September 30, 2020, 2019 and 2018 are as follows (in thousands):
5 unchanged sentences
Change in deferred tax asset valuation allowance
−Removed: Net increase (reduction) in uncertain tax positions
+Added: Net increase in uncertain tax positions
Global intangible low taxed income, net of foreign tax credits
−Removed: Impact of U.S.
−Removed: federal tax rate change
+Added: Impact of tax rate changes
Non-deductible expenses
1 unchanged sentence
Deferred state rate change due to acquisition
+Added: Prior year true ups
+Added: Research and development expense deduction
+Added: Foreign derived intangible income
Income tax provision (benefit)
The Company has not provided deferred income taxes on the outside basis differences of its foreign subsidiaries.
−Removed: The Company maintains its assertion of indefinite reinvestment as of September 30, 2019.
−Removed: The foreign earnings are
−Removed: expected to be reinvested in foreign operations and acquisitions.
+Added: The Company maintains its general assertion of indefinite reinvestment as of September 30, 2020.
+Added: The foreign earnings are expected to be reinvested in foreign operations and acquisitions.
Unremitted foreign earnings total approximately $ 414 million.
−Removed: We did not calculate estimated deferred tax liabilities related to these earnings because such calculations would not be practicable.
+Added: The Company did not calculate estimated deferred tax liabilities related to these earnings because such calculations would not be practicable due to the complexity of its hypothetical calculation.
The taxes on these earnings would primarily consist of foreign withholding taxes and minimal U.S.
state income taxes.
−Removed: It is not practicable to estimate the tax impact of the reversal of the outside basis difference, or the repatriation of cash due to the complexity of its hypothetical calculation.
The significant components of the net deferred tax assets and liabilities as of September 30, 2020 and 2019 are as follows (in thousands):
4 unchanged sentences
Net operating loss carryforwards
+Added: Lease liabilities
Deferred revenue
2 unchanged sentences
Depreciation and intangible amortization
+Added: Right-of-use assets
Deferred tax liabilities
8 unchanged sentences
The Company evaluates the profitability of each tax-paying component on a historic cumulative basis and a forward-looking basis in the course of performing this analysis.
−Removed: The Company evaluated all positive and negative evidence in concluding it was appropriate to establish a full valuation allowance against U.S.
−Removed: net deferred tax assets during fiscal year 2016.
−Removed: The Company maintained this position throughout fiscal year 2017 and the first quarter of fiscal year 2018.
After evaluating all the relevant positive and negative evidence as of March 31, 2018, the Company concluded that it was more likely than not that a substantial portion of the U.S.
2 unchanged sentences
During the full fiscal year 2018, the Company reduced its U.S.
−Removed: valuation against its U.S.
+Added: valuation allowance against its U.S.
net deferred tax assets resulting in a tax benefit of $ 77.2 million.
+Added: In the fourth quarter of fiscal year 2020 the Company reduced its U.S.
+Added: valuation allowance by an additional $ 1.0 million based on its conclusion that it is more likely than not that there will be sufficient future foreign source income to realize the foreign tax credit carryover balance held in the United States.
The remaining portion of the Company’s U.S.
2 unchanged sentences
As of September 30, 2020, the Company has federal, state and foreign net operating loss carry-forwards of approximately $ 11.4 million, $ 42.7 million and $ 43.6 million, respectively.
−Removed: Included in the federal gross net operating loss carry-forwards are $ 21.7 million of losses that can be carried forward indefinitely, while the remaining losses expire at various dates through 2038.
+Added: Included in the federal net operating loss carry-forwards are $ 8.8 million of losses that can be carried forward indefinitely, while the remaining losses expire at various dates through 2030.
As of September 30, 2020, the Company had federal research and development tax credit carry-forwards of $ 1.1 million.
These credit carry-forwards will expire at various dates beginning in 2037 through 2040.
+Added: The Company has federal foreign tax credit carry-forwards of $ 1.0 million.
+Added: These credit carry-forwards will expire at various dates beginning in 2027 through 2030.
The Company also has $ 5.7 million of state credits which begin to expire in 2034, while some of these credits have an unlimited carryover period.
8 unchanged sentences
After all adjustments had been recorded, the Company realized a toll charge of $ 11.0 million, net of foreign tax credits.
+Added: In March 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act which contains numerous income tax provisions among other tax and non-tax provisions.
+Added: Some of these income tax provisions have retroactive effects on years before the date of enactment.
+Added: The Company evaluated the CARES Act legislation in relation to income taxes and determined that the CARES Act income tax provisions do not have a material impact on its income tax provision.
The Company has performed studies to determine if there are any annual limitations on the federal net operating losses under the Section 382 of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code.
−Removed: 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.
+Added: 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.
Certain limitations have been calculated, and 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.
7 unchanged sentences
Net reductions from lapses in statutes of limitations
−Removed: Foreign exchange rate adjustment
Balance at September 30, 2018
Additions for tax positions in current year
−Removed: Reduction for tax positions in prior year
+Added: Additions for tax positions in prior year
Reductions from lapses in statutes of limitations
+Added: Reductions from settlements with taxing authorities
Balance at September 30, 2019
Additions for tax positions in current year
−Removed: Additions for tax positions in prior year
Reductions from lapses in statutes of limitations
3 unchanged sentences
The Company recognizes interest related to unrecognized benefits as a component of the income tax provision (benefit), of which $ 1.1 million, $ 1.1 million and $ 0.1 million, respectively, was recognized for the fiscal years ended September 30, 2020, 2019 and 2018.
−Removed: The Company recorded $ 13.4 million of unrecognized tax benefit with the acquisition of GENEWIZ.
−Removed: All liabilities associated with the unrecognized tax benefits recorded with the acquisition of GENEWIZ are part of an indemnification agreement with the sellers.
+Added: In fiscal year 2019, the Company recorded $ 13.4 million of unrecognized tax benefits with the acquisition of GENEWIZ.
+Added: All unrecognized tax benefits recorded with the acquisition of GENEWIZ are part of an indemnification agreement with the sellers.
The Company is subject to U.S.
−Removed: federal income tax and state, local and international income taxes in various jurisdictions.
+Added: federal, state, local and foreign income taxes in various jurisdictions.
The amount of income taxes paid is subject to the Company’s interpretation of applicable tax laws in the jurisdictions in which it files.
3 unchanged sentences
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.
−Removed: The Company currently anticipates that it is reasonably possible that the unrecognized tax benefits will be reduced by approximately $ 0.1 million in the next 12 months.
+Added: The Company currently anticipates that it is reasonably possible that the unrecognized tax benefits and accrued interest on those benefits will be reduced by an amount in the range of $ 2.5 million to $ 17.7 million in the next 12 months due to statute of limitations expirations.
Derivative Instruments
10 unchanged sentences
Fiscal Year Ended September 30,
−Removed: Realized gains (losses) on derivatives not designated as hedging instruments
+Added: Realized (losses) gains on derivatives not designated as hedging instruments
The fair value of derivative instruments are as follows at September 30, 2020 and 2019 (in thousands):
45 unchanged sentences
Since the market-related value of assets recognizes gains or losses over a five-year period, the future value of assets will be impacted as previously deferred gains or losses are recognized.
−Removed: At September 30, 2019 and 2018, the Company had cumulative unrecognized net actuarial gains of $ 0.9 million and loss of less than $ 0.1 million, respectively, which are amortized into net periodic benefit cost over the average remaining service period of active Plans’ participants.
−Removed: The Company had cumulative unrecognized investment gains of $ 0.5 million at both September 30, 2019 and 2018, under the Plans which remain to be recognized in the calculation of the market-related values of assets.
+Added: At September 30, 2020 and 2019, the Company had cumulative unrecognized net actuarial gains of $ 1.5 million and $ 0.9 million, respectively, which are amortized into net periodic benefit cost over the average remaining service period of active Plans’ participants.
+Added: The Company had cumulative unrecognized investment gains of $ 0.6 million and $ 0.5 million at September 30, 2020 and 2019, under the Plans which remain to be recognized in the calculation of the market-related values of assets.
The components of the Company’s net pension cost for the fiscal years ended September 30, 2020, 2019 and 2018 are as follows (in thousands):
11 unchanged sentences
Total recognized in net periodic pension cost and other comprehensive income (loss)
−Removed: The settlement gain of $ 0.3 million realized during fiscal year ended September 30, 2017 was recorded as a reduction of accumulated other comprehensive income (loss) and the pension cost during the period then ended.
−Removed: Please refer to Note 15, "Stockholders’ Equity", for further information on these reclassifications and their impact on the accumulated other comprehensive income and other comprehensive income during each fiscal year.
Weighted-average assumptions used to determine the projected benefit obligation for the fiscal years ended September 30, 2020, 2019 and 2018 are as follows:
49 unchanged sentences
Balance at September 30, 2019
−Removed: Other comprehensive (loss) income before reclassifications
+Added: Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive income
14 unchanged sentences
Outstanding at September 30, 2019
−Removed: ( 1,055,018 )
Outstanding at September 30, 2020
1 unchanged sentence
The fair value of restricted stock units vested during fiscal years 2020, 2019 and 2018 was $ 41.7 million, $ 34.8 million and $ 22.0 million, respectively.
−Removed: During fiscal years 2019, 2018 and 2017, the Company remitted $ 15.3 million, $ 7.3 million and $ 4.7 million, respectively, for withholding taxes on vested restricted stock units, of which $ 0.0 million, $ 0.0 million and $ 0.1 million, respectively, was paid by the Company.
−Removed: During fiscal years 2019, 2018 and 2017, the Company received $ 15.3 million, $ 7.3 million and $ 4.6 million, respectively, in cash proceeds from employees to satisfy their tax obligations as a result of share issuances.
+Added: During fiscal years 2020, 2019 and 2018, the Company remitted $ 24.1 million, $ 15.3 million and $ 7.3 million, respectively, collected from employees to satisfy their tax obligations as a result of share issuances.
As of September 30, 2020, the future unrecognized stock-based compensation expense related to restricted stock units expected to vest is $ 18.4 million and is expected to be recognized over an estimated weighted average amortization period of 1.6 years.
The Company grants restricted stock units that vest over a required service period and /or achievement of certain operating performance goals.
−Removed: Restricted stock units granted with performance goals may also have a required service period following the achievement of all or a portion of the goals.
+Added: Restricted stock units granted with performance goals may also have a required service period following the achievement of all or a portion of the performance goals.
The following table reflects restricted stock units and stock awards granted during fiscal years ended September 30, 2020, 2019 and 2018:
2 unchanged sentences
Year ended September 30, 2018
−Removed: Among the total restricted stock units granted, 134,993 and 124,124 shares, respectively, were granted to the employees who belong to the discontinued operations in the year ended September 30, 2018, and 2017.
+Added: Among the total restricted stock units granted, 134,993 shares were granted to the employees who belong to the discontinued operations in the year ended September 30, 2018.
Time-Based Grants
1 unchanged sentence
The stock awards granted to the members of the Company’s Board of Directors include stock awards, restricted stock awards and deferred stock and restricted stock units.
−Removed: Stock awards granted during fiscal year 2019 were vested upon issuance.
−Removed: Restricted stock awards granted during fiscal year 2018 and 2017 were subject to a one-year vesting period.
+Added: Stock awards granted during fiscal years 2020 and 2019 were vested upon issuance.
+Added: Restricted stock awards granted during fiscal year 2018 were subject to a one-year vesting period.
Certain members of the Board of Directors have elected to defer receiving their annual stock awards and related quarterly dividends until they attain a certain age or cease to provide services as the Company’s Board members.
−Removed: Annual deferred restricted stock units granted during fiscal year 2019 vested upon issuance.
−Removed: Annual deferred restricted stock units granted during fiscal years 2018 and 2017 are subject to a one-year vesting period.
+Added: Annual deferred restricted stock units granted during fiscal years 2020 and 2019 vested upon issuance.
+Added: Annual deferred restricted stock units granted during fiscal year 2018 were subject to a one-year vesting period.
Performance-Based Grants
1 unchanged sentence
The criteria for performance-based awards are weighted and have threshold, target and maximum performance goals.
−Removed: Performance-based awards granted in fiscal year 2019, 2018 and 2017 allow participants to earn 100 % of restricted stock units if the Company’s performance meets its target goal for each applicable financial metric, and up to a maximum of 200 % if the Company’s performance for such metrics meets the maximum or stretch goal.
−Removed: Performance below the minimum threshold for each financial metric results in award forfeitures.
+Added: Performance-based awards granted in fiscal year 2020, 2019 and 2018 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 the maximum or stretch goal.
+Added: Performance below the minimum threshold for each financial metric results in award forfeiture.
Performance goals will be measured over a three-year period for each year’s awards and at the end of the period to determine the number of units earned by recipients who continue to meet the service requirement.
5 unchanged sentences
As of September 30, 2020, 858,687 shares of common stock remain available for purchase under the 2017 Plan.
−Removed: During fiscal year ended September 30, 2019, the Company issued 131,042 shares under the 2017 Plan.
−Removed: During fiscal years 2018, the Company issued 126,674 shares under the 2017 Plan.
−Removed: Restructuring and Other Charges
−Removed: Fiscal Year 2019 Activities
−Removed: During fiscal year 2019, the Company incurred restructuring charges of $ 1.9 million primarily related to the elimination of redundancies and cost elimination within our Brooks Life Sciences segment.
−Removed: During fiscal year 2019, the Brooks Life Sciences segment incurred restructuring charges of $ 0.7 million related to the continued action to eliminated redundancies.
−Removed: During fiscal year 2019, the Brooks Semiconductor Solutions Group segment incurred restructuring charges of $ 0.6 million related to the continued action to eliminated redundancies.
−Removed: During the fourth quarter of fiscal year 2019, the Company initiated the first phase of an action to eliminate costs within our Brooks Life Science segment’s sample management business.
−Removed: During the fourth quarter of fiscal year 2019, the Brooks Life Science segment incurred costs of $ 0.6 million related to severance.
−Removed: Fiscal Year 2018 Activities
−Removed: During fiscal year 2018, the Company incurred restructuring charges of $ 0.7 million, primarily related to the planned closure of its Denmark facility and reduction in force at Tec-Sem discussed below.
−Removed: During the fourth quarter of fiscal year 2018, the Company initiated an action to consolidate the operations at its Denmark facility into its operations at its Manchester, UK facility to eliminate cost redundancies.
−Removed: The $ 0.3 million charge resulted from the Denmark action was related to Brooks Life Sciences segment.
−Removed: During the fourth quarter of fiscal year 2018, the Company also initiated a post-acquisition reduction in force plan at Tec-Sem to maximize synergies with the Company’s existing infrastructure.
−Removed: The $ 0.3 million charge resulted from the Tec-Sem action was related to the Brooks Semiconductor Solutions Group segment.
−Removed: Fiscal Year 2017 Activities
−Removed: During fiscal year 2017, the Company recorded restructuring charges of $ 3.1 million related to severance, including $ 2.5 million attributable to the Brooks Semiconductor Solutions Group segment, $ 0.4 million attributable to the Brooks Life Sciences segment and $ 0.3 million attributable to the company-wide restructuring action.
−Removed: The restructuring charges in the Brooks Semiconductor Solutions Group segment consisted of $ 1.5 million of charges related to the actions initiated during fiscal year 2017 to streamline field service operations and optimize the cost structure and improve productivity, and $ 1.0 million of charges related to the actions initiated prior to fiscal year 2017 primarily related to consolidate the Jena, Germany repair facility into the Chelmsford, Massachusetts repair operation.
−Removed: Restructuring charges of $ 0.3 million were related to the company-wide restructuring action initiated in fiscal year 2016 to streamline business operations, improve competitiveness and overall profitability.
−Removed: The following is a summary of activity related to the Company’s restructuring and other charges, excluding amounts related to the discontinued operations, for the fiscal years ended September 30, 2019, 2018 and 2017 (in thousands):
−Removed: Activity - Year Ended September 30, 2019
−Removed: September 30,
−Removed: September 30,
−Removed: Total restructuring liabilities related to workforce termination benefits
−Removed: Activity - Year Ended September 30, 2018
−Removed: September 30,
−Removed: September 30,
−Removed: Total restructuring liabilities related to workforce termination benefits
−Removed: Activity - Year Ended September 30, 2017
−Removed: September 30,
−Removed: September 30,
−Removed: Total restructuring liabilities related to workforce termination benefits
−Removed: Accrued restructuring costs of $ 1.0 million as of September 30, 2019 are expected to be paid during fiscal year 2020.
+Added: During fiscal year ended September 30, 2020 and 2019, the Company issued 133,597 shares and 131,042 shares, respectively, under the 2017 Plan.
Earnings per Share
2 unchanged sentences
Income from continuing operations
−Removed: Income from discontinued operations, net of tax
+Added: Income (loss) from discontinued operations, net of tax
Net loss attributable to noncontrolling interest
6 unchanged sentences
Income from continuing operations
−Removed: Income from discontinued operations, net of tax
+Added: Income (loss) from discontinued operations, net of tax
Basic net income per share attributable to Brooks Automation, Inc.
2 unchanged sentences
Income from continuing operations
−Removed: Income from discontinued operations, net of tax
+Added: Income (loss) from discontinued operations, net of tax
Diluted net income per share attributable to Brooks Automation, Inc.
5 unchanged sentences
The Company disaggregates revenue from contracts with customers in a manner that depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
−Removed: The Company disaggregates revenue based on the transfer of control of the underlying performance obligations, the geographic location in which customer orders are placed and by reporting unit.
−Removed: The Company transfers control of its performance obligations at a point in time or over time, depending on the nature of the product or service being provided.
+Added: The Company disaggregates revenue based on the geographic location in which customer orders are placed and by reporting unit.
Revenue from contracts with customers is attributed to geographic areas based on locations in which the customer orders are placed.
−Removed: The Company reports financial results for two reportable segments which consist of Brooks Semiconductor Solutions Group segment and Brooks Life Sciences segment.
−Removed: The Company also consists of five reporting units, including three reporting units within the Brooks Semiconductor Solutions Group reportable segment and two reporting units within the Brooks Life Sciences reportable segment.
−Removed: following is a reconciliation of revenue disaggregated in a manner discussed above to segment revenue for the fiscal year ended September 30, 2019 (in thousands):
−Removed: Brooks Semiconductor
−Removed: Solutions Group
−Removed: Fiscal Year Ended September 30, 2019
−Removed: Point in time
−Removed: The following is revenue by geographic location and reporting unit for the fiscal year ended September 30, 2019 (in thousands):
+Added: The Company has three operating and three reportable segments consisting of Brooks Semiconductor Solutions Group, Brooks Life Sciences Products and Brooks Life Sciences Services.
+Added: The Company has six reporting units, including three reporting units within the Brooks Semiconductor Solutions Group operating segment, one reporting unit within Brooks Life Sciences Products operating segment and two reporting units within the Brooks Life
+Added: Sciences Services operating segment.
+Added: The following is revenue by geographic location and reporting unit for the fiscal years ended September 30, 2020 and 2019 (in thousands):
Year Ended September 30,
2 unchanged sentences
Asia/Pacific/Other
−Removed: United Kingdom
−Removed: Rest of Europe
Reporting Unit
3 unchanged sentences
Brooks Semiconductor Solutions Group
−Removed: Sample Management
−Removed: Brooks Life Sciences
+Added: Brooks Life Sciences Products
+Added: Sample Repository Solutions
+Added: Brooks Life Sciences Services
Contract Balances
4 unchanged sentences
The Company determines the allowance for doubtful accounts based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends and historical experience.
−Removed: Accounts receivable, net were $ 165.6 million and $ 125.2 million at September 30, 2019 and October 1, 2018, respectively.
+Added: Accounts receivable, net were $ 188.3 million and $ 165.6 million at September 30, 2020 and September 30, 2019, respectively.
Contract Assets.
Contract assets represent rights to consideration in exchange for products or services that have been transferred by the Company, when payment is conditional on something other than the passage of time.
−Removed: These amounts typically relate to contracts within the Brooks Life Sciences segment where the right to payment is not present until completion of the contract or the achievement of specified milestones and the value of the products or services transferred exceed this constraint.
+Added: These amounts typically relate to contracts within the Brooks Life Sciences segments where the right to payment is not present until completion of the contract or the achievement of specified milestones and the value of the products or services transferred exceed this constraint.
Contract assets are classified as current.
−Removed: Contract asset balances which are included within “Prepaid expenses and other current assets” on the Company’s Consolidated Balance Sheet, were $ 14.0 million and $ 12.8 million at September 30, 2019 and October 1, 2018, respectively.
+Added: Contract asset balances which are included within “Prepaid expenses and other current assets” on the Company’s Consolidated Balance Sheet, were $ 16.8 million and $ 14.0 million at September 30, 2020 and September 30, 2019, respectively.
Deferred Commissions.
Deferred commissions represent a direct and incremental cost of obtaining a contract.
−Removed: These amounts primarily relate to sales commissions within the Brooks Life Sciences segment and are deferred and amortized
−Removed: over a 60 month period, which represents the average period of contract performance.
+Added: These amounts primarily relate to sales commissions within the Brooks Life Sciences segments and are deferred and amortized over a 60 -month period, which represents the average period of contract performance.
The Company classifies deferred commissions as noncurrent as the original amortization period of this asset is greater than one year.
Deferred commissions balances are included within “Other assets” on the Company’s Consolidated Balance Sheet.
−Removed: Deferred commissions were $ 0.8 million and $ 1.5 million at September 30, 2019 and October 1, 2018, respectively.
+Added: Deferred commissions were $ 0.4 million and $ 0.8 million at September 30, 2020 and September 30, 2019, respectively.
The Company recorded $ 0.4 million of amortization expense related to deferred commissions for the year ended September 30, 2020.
3 unchanged sentences
Contract liabilities are included within “Deferred revenue” on the Company’s Consolidated Balance Sheet.
−Removed: Contract liabilities were $ 29.4 million and $ 28.7 million at September 30, 2019 and October 1, 2018, respectively.
−Removed: Revenue recognized from the contract liability balance at October 1, 2018 was $ 23.6 million for the year ended September 30, 2019.
+Added: Contract liabilities were $ 31.4 million and $ 29.4 million at September 30, 2020 and September 30, 2019, respectively.
+Added: Revenue recognized from the contract liability balance at September 30, 2019 was $ 18.0 million for the year ended September 30, 2020.
Remaining Performance Obligations.
9 unchanged sentences
As part of the Company’s cumulative effect adjustment, incremental costs associated with obtaining a contract were capitalized and have been classified as deferred commissions within the Company’s Consolidated Balance Sheet.
−Removed: These amounts primarily relate to sales commissions within the Brooks Life Sciences segment and are being amortized over a 60 -month period, which represents the average period of contract performance.
+Added: These amounts primarily relate to sales commissions within the Brooks Life Sciences segments and are being amortized over a 60 -month period, which represents the average period of contract performance.
The Company did not capitalize any sales commissions during the fiscal year ended September 30, 2020 as the amount of sales commissions that qualified for capitalization during the reporting period was insignificant.
7 unchanged sentences
Segment and Geographic Information
−Removed: Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to
−Removed: allocate resources and to assess performance.
+Added: Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and to assess performance.
The Company’s Chief Executive Officer is the Company’s chief operating decision maker.
−Removed: The Company operates in two reportable segments:
−Removed: Brooks Semiconductor Solutions Group segment and Brooks Life Sciences segment.
−Removed: Brooks Life Sciences consists of two operating segments aggregated into one reportable segment.
+Added: The Company operates in three reportable segments:
+Added: the Brooks Semiconductor Solutions Group segment, the Brooks Life Sciences Services segment and the Brooks Life Sciences Products segment.
+Added: These reportable segments also represent the Company’s operating segments .
+Added: The Company previously operated in two reportable segments:
+Added: the Brooks Semiconductor Solutions Group segment and the Brooks Life Sciences segment.
+Added: The Brooks Life Sciences segment consisted of the Sample Management operating segment and the GENEWIZ operating segment that aggregated into one reportable segment.
+Added: During fiscal year 2020, the Company reorganized its operating segments to better align
+Added: with its business activities in connection with its recent acquisitions and the Company’s strategic vision.
+Added: Historical information has been adjusted to reflect the new reportable segments.
The Brooks Semiconductor Solutions Group segment provides a variety of products, services and solutions that enable improved throughput and yield in controlled operating environments, as well as an extensive range of support services.
−Removed: The solutions include atmospheric and vacuum robots, robotic modules, tool automation systems, and contamination control of wafer carrier front opening unified pods.
+Added: The solutions include atmospheric and vacuum robots, robotic modules, tool automation systems, contamination control of wafer carrier front opening unified pods and reticle storage.
The support services include repair services, diagnostic support services, and installation services in support of the products, which enable customers to maximize process tool uptime and productivity.
This segment also provides end-user customers with spare parts and productivity enhancement upgrades to maximize tool productivity.
−Removed: The Brooks Life Sciences segment provides comprehensive life cycle sample management solutions for life science and bioscience customers including complete end-to-end “cold chain of custody” solutions and sample-based laboratory services such as genomic sequencing and gene synthesis to advance scientific research and support drug development.
−Removed: The segment’s product offerings include automated cold sample management systems for compound and biological sample storage, equipment for sample preparation and handling, consumables, and informatics that help customers manage samples throughout their research discovery and development work flows.
−Removed: The segment’s service offerings include sample storage, genomic sequencing, gene synthesis, laboratory processing services, laboratory analysis, and other support services provided to a wide range of life science customers, including pharmaceutical companies, biotechnology companies, biorepositories and research institutes.
+Added: The Brooks Life Sciences Services segment provides comprehensive sample management programs, integrated cold chain solutions, informatics, as well as sample-based laboratory services to advance scientific research and support drug development.
+Added: The segment’s service offerings include sample storage, genomic sequencing, gene synthesis, laboratory processing services, laboratory analysis, and other support services which are provided to a wide range of life science customers, including pharmaceutical companies, biotechnology companies, biorepositories and research institutes.
+Added: The Brooks Life Sciences Products segment provides automated cold sample management systems for compound and biological sample storage, equipment for sample preparation and handling, consumables and instruments, that help customers manage samples throughout their research discovery and development workflows.
+Added: The segment’s product offerings include the automated cold storage systems, cryogenic storage systems, consumables and instruments and the associated services business for these products
The Company considers adjusted operating income, which excludes charges related to amortization of completed technology, the acquisition accounting impact on inventory contracts acquired and restructuring related charges as the primary performance metric when evaluating the business.
−Removed: In conjunction with the acquisition of GENEWIZ during the quarter ended December 31, 2018, the Company reassessed its segment reporting structure and determined that GENEWIZ represents a separate operating segment based on ASC 280, Segment Reporting (“ASC 280”).
−Removed: As permitted by ASC 280, the Company elected to aggregate the Sample Management operating segment and the GENEWIZ operating segment as a single reportable segment titled Brooks Life Sciences.
−Removed: The aggregation was based on similarities in long-term forecasted economic characteristics, particularly adjusted operating income, similarity in services they offer, the customers they serve, the nature of their service delivery models, and their regulatory environments.
−Removed: The Company believes that the aggregated presentation is more useful to investors and other financial users.
−Removed: Management formally assesses the long-term financial outlook of its operating segments on an annual basis as part of its strategic planning process and more frequently on an informal basis.
−Removed: The customer bases of the operating segments overlap, serving life science and bioscience customers in the pharmaceutical and bio-technology companies as well as academic and government institutions.
−Removed: Both of these operating segments provide services relating to the biological samples needed to advance non-clinical and clinical research, serving scientific and business operations functions.
−Removed: In a typical customer workflow, a biological sample is collected, processed and analyzed with results interpreted and used to make scientific judgements.
−Removed: Critical or valuable samples are then annotated and stored for many years in environments where they can be easily retrieved for additional study.
−Removed: These operating segments provide services across this workflow.
−Removed: Both of these operating segments offer services meeting the standards of Good Manufacturing Practices set forth by the U.S.
−Removed: Food and Drug Administration.
The following is the summary of the financial information for the Company’s reportable segments for the fiscal years ended September 30, 2020, 2019 and 2018 (in thousands):
1 unchanged sentence
Brooks Semiconductor Solutions Group
−Removed: Brooks Life Sciences
+Added: Brooks Life Sciences Products
+Added: Brooks Life Sciences Services
Total revenue
1 unchanged sentence
Brooks Semiconductor Solutions Group
−Removed: Brooks Life Sciences
+Added: Brooks Life Sciences Products
+Added: Brooks Life Sciences Services
Reportable segment adjusted operating income
8 unchanged sentences
Interest expense
−Removed: Gain on settlement of equity method investment
Loss on extinguishment of debt
3 unchanged sentences
Solutions Group
−Removed: Life Sciences
+Added: Sciences Products
+Added: Sciences Services
September 30, 2020
4 unchanged sentences
Segment assets
−Removed: Cash, cash equivalents, restricted cash, and marketable securities
+Added: Cash and cash equivalents, restricted cash, and marketable securities
Deferred tax assets
−Removed: Assets held for sale
Revenue from external customers is attributed to geographic areas based on locations in which customer orders are placed.
3 unchanged sentences
Asia / Pacific/ Other
−Removed: United Kingdom
−Removed: Rest of Europe
The majority of the Company’s net revenue in North America is generated in the United States which amounted to $ 337.3 million, $ 325.3 million and $ 232.7 million, respectively, during fiscal years ended September 30, 2020, 2019 and 2018.
5 unchanged sentences
Asia / Pacific/ Other
−Removed: United Kingdom
−Removed: Rest of Europe
Property, plant and equipment located in the United States amounted to $ 79.4 million and $ 72.3 million, respectively, at September 30, 2020 and 2019.
42 unchanged sentences
Cash Equivalents
−Removed: Cash equivalents of $ 6.2 million and $ 50.6 million, respectively, at September 30, 2019 and 2018 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.
−Removed: Cash equivalents of $ 10.0 million as of September 30, 2019 consist primarily of treasury bills and agency bonds and are classified within Level 2 of the fair value hierarchy because they are not actively traded.
+Added: Cash equivalents $ 6.2 million at September 30, 2019 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.
+Added: Cash equivalents of $ 0.1 million and $ 10.0 million, respectively, as of September 30, 2020 and 2019 consist primarily of treasury bills and agency bonds and are classified within Level 2 of the fair value hierarchy because they are not actively traded.
Available-For-Sale Securities
Available-for-sale securities of $ 3.2 million and $ 37.0 million, respectively, at September 30, 2020 and 2019 consist of U.S.
−Removed: Treasury Securities, Municipal Securities, Bank Certificate of Deposits, U.S Corporate Securities and Other Debt Securities.
+Added: Treasury Securities, Municipal Securities, Bank Certificate of Deposits, Corporate Securities and Other Debt Securities.
The securities are valued using matrix pricing and benchmarking and classified within Level 2 of the fair value hierarchy because they are not actively traded.
1 unchanged sentence
Foreign Exchange Contracts
−Removed: Foreign exchange contract assets and liabilities amounted to less than $ 0.1 million and $ 0.3 million, respectively, at September 30, 2019.
−Removed: Foreign exchange contract assets and liabilities amounted to $ 0.2 million each at September 30, 2018.
−Removed: Foreign exchange contract assets and liabilities are measured and reported at fair value based on observable
−Removed: market inputs and classified within Level 2 of the fair value hierarchy due to a lack of an active market for these contracts.
−Removed: As of September 30, 2019, estimated fair value of the term loan outstanding principal balance approximates its carrying value.
−Removed: The fair value was determined based on observable market inputs and classified within Level 2 of the fair value hierarchy due to a lack of an active market for this term loan or a similar loan instrument.
+Added: Foreign exchange contract assets and liabilities amounted to $ 0.4 million and $ 0.2 million, respectively, at September 30, 2020.
+Added: Foreign exchange contract assets and liabilities amounted less than $0.1 million and $ 0.3 million, respectively, at September 30, 2019.
+Added: Foreign exchange contract assets and liabilities are measured and reported at fair
+Added: value based on observable market inputs and classified within Level 2 of the fair value hierarchy due to a lack of an active market for these contracts.
Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
1 unchanged sentence
Commitments and Contingencies
−Removed: Operating Leases Commitments
−Removed: The Company leases manufacturing and office facilities and certain equipment under non-cancelable operating leases with lease expiration dates through 2029.
−Removed: Rent expense under the operating leases, excluding costs recorded as a component of restructuring charges, was $ 9.6 million, $ 5.3 million and $ 4.0 million, respectively, for the fiscal years ended September 30, 2019, 2018 and 2017.
−Removed: Future minimum lease commitments on non-cancelable operating leases payments as of September 30, 2019 are as follows (in thousands):
−Removed: Year Ended September 30,
Letters of Credit
4 unchanged sentences
Purchase Commitments
−Removed: At September 30, 2019, the Company has non-cancelable commitments of $ 126.5 million, including purchase orders for inventory of $ 76.9 million, IT-related commitments of $ 26.6 million, China facility commitments of $ 19.7 million and other commitments of $ 3.3 million.
+Added: At September 30, 2020, the Company has non-cancelable commitments of $ 163.9 million, including purchase orders for inventory of $ 127.9 million, information technology related commitments of $ 22.6 million, China facility commitments of $ 13.2 million and other commitments of $ 0.2 million.
Contingencies
1 unchanged sentence
The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses.
+Added: The Company may also have certain indemnification obligations pursuant to claims made under the definitive agreement it entered into with Edwards in connection with the Company’s sale of its semiconductor cryogenics business.
+Added: See Note 3, “Discontinued Operations” for further information.
However, as of the date of this report, the Company believes that none of these claims will have a material adverse effect on its consolidated financial position or results of operations.
−Removed: In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, 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.
+Added: 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.
Subsequent Events
5 unchanged sentences
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.