Azenta, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm 45 Consolidated Balance Sheets as of September 30, 2021 and 2020 48 Consolidated Statements of Operations for the years ended September 30, 2021, 2020 and 2019 49 Consolidated Statements of Comprehensive Income for the years ended September 30, 2021, 2020 and 2019 50 Consolidated Statements of Cash Flows for the years ended September 30, 2021, 2020 and 2019 51 Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 30, 2021, 2020 and 2019 52 Notes to Consolidated Financial Statements 53 ​ ​ ​ ​ 44 Table of Contents ​ Report of Independent Registered Public Accounting Firm ​ ​ To the Board of Directors and Stockholders of Brooks Automation, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Brooks Automation, Inc. and its subsidiaries (the “Company”) as of September 30, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended September 30, 2021, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of September 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Change in Accounting Principle 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 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. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. 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. Our audits also included performing such other procedures as we 45 Table of Contents considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Acquisition of Precise Automation Inc. – Valuation of Completed Technology As described in Note 3 to the consolidated financial statements, on April 29, 2021, the Company acquired Precise Automation Inc. for a total cash purchase price of $69.8 million. As part of the preliminary purchase price allocation, management recorded $38.7 million for the completed technology intangible asset which was valued using the excess earnings method under the income approach. As disclosed by management, management applied significant judgment in estimating the fair value of the completed technology, which involved significant estimates and assumptions with respect to forecast revenue growth rates and the discount rate. The principal considerations for our determination that performing procedures relating to the acquisition of Precise Automation Inc. – valuation of completed technology is a critical audit matter are the significant judgment by management when determining the fair value of the completed technology, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s assumptions related to forecast revenue growth rates and the discount rate. 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. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the completed technology and assumptions related to forecast revenue growth rates and the discount rate. These procedures also included, among others, (i) testing management’s process for determining the fair value of the completed technology, (ii) evaluating the appropriateness of the excess earnings method, (iii) testing the completeness and accuracy of the underlying data used in the method, and 46 Table of Contents (iv) evaluating the reasonableness of significant assumptions used by management related to forecast revenue growth rates and the discount rate. Evaluating management’s assumptions related to forecast revenue growth rates involved evaluating whether the assumptions used were reasonable considering the past performance of the acquired business, performance year to date, available backlog, and industry data. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the excess earnings method and the reasonableness of the discount rate. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts November 24, 2021 We have served as the Company’s auditor since 2016. ​ ​ ​ ​ 47 Table of Contents BROOKS AUTOMATION, INC. CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ September 30, September 30, ​ ​ 2021 ​ 2020 ​ ​ (In thousands, except share and per share data) Assets ​ ​ Current assets ​ ​ Cash and cash equivalents ​ $ 227,427 ​ $ 250,649 Marketable securities ​ 81 ​ 51 Accounts receivable, net ​ 119,877 ​ 94,791 Inventories ​ 60,398 ​ 37,125 Prepaid expenses and other current assets ​ 58,198 ​ 43,974 Current assets held for sale ​ ​ 311,385 ​ ​ 222,863 Total current assets ​ 777,366 ​ 649,453 Property, plant and equipment, net ​ 130,719 ​ 88,735 Long-term marketable securities ​ 3,598 ​ 3,101 Long-term deferred tax assets ​ 10,043 ​ 3,976 Goodwill ​ 469,356 ​ 453,177 Intangible assets, net ​ 186,534 ​ 212,323 Other assets ​ 58,068 ​ 49,782 Non-current assets held for sale ​ 183,828 ​ 98,718 Total assets ​ $ 1,819,512 ​ $ 1,559,265 Liabilities and Stockholders' Equity ​ ​ ​ Current liabilities ​ ​ ​ Current portion of long-term debt ​ $ — ​ $ 827 Accounts payable ​ ​ 42,360 ​ ​ 25,689 Deferred revenue ​ 25,724 ​ 25,776 Accrued warranty and retrofit costs ​ 2,330 ​ 2,211 Accrued compensation and benefits ​ 33,183 ​ 28,669 Accrued restructuring costs ​ 304 ​ 122 Accrued income taxes payable ​ 8,711 ​ 1,975 Accrued expenses and other current liabilities ​ 103,537 ​ 43,017 Current liabilities held for sale ​ ​ 128,939 ​ ​ 82,832 Total current liabilities ​ 345,088 ​ 211,118 Long-term debt ​ ​ 49,677 ​ ​ 49,588 Long-term tax reserves ​ 1,973 ​ 18,471 Long-term deferred tax liabilities ​ 13,030 ​ 17,797 Long-term pension liabilities ​ 705 ​ 895 Long-term operating lease liabilities ​ ​ 45,088 ​ ​ 18,905 Other long-term liabilities ​ 6,173 ​ 1,302 Non-current liabilities held for sale ​ ​ 32,444 ​ ​ 27,575 Total liabilities ​ 494,178 ​ 345,651 Commitments and contingencies (Note 21) ​ ​ Stockholders' Equity ​ ​ Preferred stock, $ 0.01 par value - 1,000,000 shares authorized, no shares issued or outstanding ​ — ​ — Common stock, $ 0.01 par value - 125,000,000 shares authorized, 87,808,922 shares issued and 74,347,053 shares outstanding at September 30, 2021, 87,293,710 shares issued and 73,831,841 shares outstanding at September 30, 2020 ​ 878 ​ 873 Additional paid-in capital ​ 1,976,112 ​ 1,942,850 Accumulated other comprehensive income ​ 19,351 ​ 21,919 Treasury stock, at cost - 13,461,869 shares ​ ( 200,956 ) ​ ( 200,956 ) Accumulated deficit ​ ( 470,051 ) ​ ( 551,072 ) Total stockholders' equity ​ ​ 1,325,334 ​ ​ 1,213,614 Total liabilities and stockholders' equity ​ $ 1,819,512 ​ $ 1,559,265 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 48 Table of Contents BROOKS AUTOMATION, INC. CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2021 2020 2019 ​ ​ (In thousands, except per share data) Revenue ​ ​ ​ Products ​ $ 181,036 ​ $ 110,567 ​ $ 100,444 Services ​ 332,667 ​ 277,970 ​ 233,735 Total revenue ​ 513,703 ​ 388,537 ​ 334,179 Cost of revenue ​ ​ ​ Products ​ 96,678 ​ 62,715 ​ 63,936 Services ​ 173,216 ​ 153,674 ​ 135,639 Total cost of revenue ​ 269,894 ​ 216,389 ​ 199,575 Gross profit ​ 243,809 ​ 172,148 ​ 134,604 Operating expenses ​ ​ ​ Research and development ​ 22,412 ​ 17,818 ​ 17,316 Selling, general and administrative ​ 252,101 ​ 190,256 ​ 163,331 Restructuring charges ​ 385 ​ 674 ​ 1,388 Total operating expenses ​ 274,898 ​ 208,748 ​ 182,035 Operating loss ​ ( 31,089 ) ​ ( 36,600 ) ​ ( 47,431 ) Interest income ​ 632 ​ 849 ​ 1,449 Interest expense ​ ( 2,037 ) ​ ( 2,944 ) ​ ( 22,250 ) Loss on extinguishment of debt ​ — ​ ​ — ​ ​ ( 14,339 ) Other expenses, net ​ ( 16,475 ) ​ ( 1,597 ) ​ ( 1,386 ) Loss before income taxes ​ ( 48,969 ) ​ ( 40,292 ) ​ ( 83,957 ) Income tax benefit ​ ( 20,100 ) ​ ( 13,930 ) ​ ( 22,830 ) Loss from continuing operations ​ ( 28,869 ) ​ ( 26,362 ) ​ ( 61,127 ) Income from discontinued operations, net of tax ​ 139,616 ​ 91,215 ​ 498,543 Net income ​ $ 110,747 ​ $ 64,853 ​ $ 437,416 Basic net income per share: ​ ​ ​ Loss from continuing operations ​ $ ( 0.39 ) ​ $ ( 0.36 ) ​ $ ( 0.85 ) Income from discontinued operations, net of tax ​ 1.88 ​ 1.24 ​ 6.92 Basic net income per share ​ $ 1.49 ​ $ 0.88 ​ $ 6.08 Diluted net income per share: ​ ​ ​ Loss from continuing operations ​ $ ( 0.39 ) ​ $ ( 0.36 ) ​ $ ( 0.84 ) Income from discontinued operations, net of tax ​ 1.88 ​ 1.24 ​ 6.89 Diluted net income per share ​ $ 1.49 ​ $ 0.88 ​ $ 6.04 Weighted average shares used in computing net income per share: ​ ​ ​ ​ Basic ​ 74,229 ​ 73,557 ​ 71,992 Diluted ​ 74,455 ​ 73,850 ​ 72,386 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 49 Table of Contents BROOKS AUTOMATION, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2021 2020 2019 ​ ​ (In thousands) Net income ​ $ 110,747 ​ $ 64,853 ​ $ 437,416 Other comprehensive income, net of tax: ​ ​ ​ Foreign currency translation adjustments ​ ( 2,922 ) ​ 18,877 ​ ( 9,333 ) Unrealized gains on marketable securities, net of tax effects of $ 0 , $ 0 and ($ 1 ) for fiscal years 2021, 2020 and 2019 ​ — ​ 7 ​ 104 Actuarial gains (losses), net of tax effects of ($ 77 ), $ 27 and $ 13 for fiscal years 2021, 2020 and 2019 ​ 354 ​ ( 476 ) ​ ( 847 ) Total other comprehensive (loss) income, net of tax ​ ( 2,568 ) ​ 18,408 ​ ( 10,076 ) Comprehensive income ​ $ 108,179 ​ $ 83,261 ​ $ 427,340 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 50 Table of Contents BROOKS AUTOMATION, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ 2021 2020 2019 ​ ​ (In thousands) Cash flows from operating activities ​ ​ ​ ​ ​ ​ Net income ​ $ 110,747 ​ $ 64,853 ​ $ 437,416 ​ Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ Depreciation and amortization ​ ​ 65,333 ​ 65,496 ​ 54,454 ​ Impairment of intangible assets ​ 13,364 ​ — ​ 285 ​ Stock-based compensation ​ 27,456 ​ 16,317 ​ 20,113 ​ Amortization of premium on marketable securities and deferred financing costs ​ 225 ​ 233 ​ 1,121 ​ Earnings of equity method investments ​ — ​ — ​ ( 6,188 ) ​ Deferred income taxes ​ ( 17,265 ) ​ ( 5,407 ) ​ ( 15,161 ) ​ Loss on extinguishment of debt ​ — ​ — ​ 14,339 ​ Other losses on disposals of assets ​ 260 ​ 226 ​ 209 ​ Gain on divestiture, net of tax ​ ​ — ​ ​ — ​ ​ ( 408,575 ) ​ Adjustment to the gain on divestiture, net of tax ​ ​ 948 ​ ​ 319 ​ ​ — ​ Contingent transaction fees paid stemming from divestiture ​ ​ — ​ ​ — ​ ​ ( 13,388 ) ​ Taxes paid stemming from divestiture ​ ​ — ​ ​ ( 91,500 ) ​ ​ — ​ Changes in operating assets and liabilities, net of acquisitions and divestiture: ​ ​ ​ ​ ​ ​ Accounts receivable ​ ( 69,643 ) ​ ( 18,755 ) ​ ( 11,445 ) ​ Inventories ​ ( 50,443 ) ​ ( 13,144 ) ​ ( 2,933 ) ​ Prepaid expenses and other assets ​ ( 15,968 ) ​ 25,642 ​ ( 16,009 ) ​ Accounts payable ​ 30,967 ​ 792 ​ 4,695 ​ Deferred revenue ​ ( 3,939 ) ​ ( 139 ) ​ 4,213 ​ Accrued warranty and retrofit costs ​ 54 ​ 760 ​ 1,109 ​ Accrued compensation and tax withholdings ​ 7,298 ​ 11,097 ​ ( 6,453 ) ​ Accrued restructuring costs ​ 124 ​ ( 865 ) ​ 399 ​ Proceeds from recovery on insurance claim ​ ​ — ​ ​ — ​ ​ 1,082 ​ Accrued expenses and other liabilities ​ 50,339 ​ ( 18,059 ) ​ 31,615 ​ Net cash provided by operating activities ​ 149,857 ​ 37,866 ​ 90,898 ​ Cash flows from investing activities ​ ​ ​ ​ ​ ​ Purchases of property, plant and equipment ​ ( 52,805 ) ​ ( 39,924 ) ​ ( 23,861 ) ​ Purchases of marketable securities ​ ( 151 ) ​ ( 10,894 ) ​ ( 35,225 ) ​ Sales of marketable securities ​ 25 ​ 2,492 ​ 48,903 ​ Maturities of marketable securities ​ ​ 96 ​ ​ 42,328 ​ ​ 2,557 ​ Proceeds from divestiture ​ — ​ — ​ 661,642 ​ Adjustment to proceeds from divestiture ​ ( 1,802 ) ​ — ​ — ​ Acquisitions, net of cash acquired ​ ( 93,712 ) ​ ( 15,744 ) ​ ( 442,704 ) ​ Settlement (issuance) of note receivables ​ 2,000 ​ ( 1,000 ) ​ — ​ Net cash (used in) provided by investing activities ​ ( 146,349 ) ​ ( 22,742 ) ​ 211,312 ​ Cash flows from financing activities ​ ​ ​ ​ Proceeds from term loans, net of discount ​ — ​ — ​ 686,386 ​ Proceeds from issuance of common stock ​ 5,812 ​ 4,595 ​ 3,422 ​ Payments of financing costs ​ — ​ — ​ ( 687 ) ​ Principal payments on debt ​ ( 828 ) ​ ( 828 ) ​ ( 850,190 ) ​ Payments of finance leases ​ ​ ( 1,164 ) ​ ​ ( 1,277 ) ​ ​ ( 1,197 ) ​ Common stock dividends paid ​ ( 29,726 ) ​ ( 29,513 ) ​ ( 28,895 ) ​ Net cash used in financing activities ​ ( 25,906 ) ​ ( 27,023 ) ​ ( 191,161 ) ​ Effects of exchange rate changes on cash and cash equivalents ​ 5,205 ​ 9,254 ​ ( 3,586 ) ​ Net (decrease) increase in cash, cash equivalents and restricted cash ​ ( 17,193 ) ​ ( 2,645 ) ​ 107,463 ​ Cash, cash equivalents and restricted cash, beginning of period 302,526 305,171 197,708 Cash, cash equivalents and restricted cash, end of period ​ $ 285,333 $ 302,526 $ 305,171 Supplemental disclosures: ​ ​ ​ ​ Cash paid for interest ​ $ 1,435 ​ $ 2,159 ​ $ 20,799 ​ Cash paid for income taxes, net ​ 38,020 ​ 102,010 ​ 16,990 ​ Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents of continuing operations ​ $ 227,427 ​ $ 250,649 ​ $ 256,642 ​ Cash and cash equivalents included in assets held for sale ​ ​ 45,000 ​ ​ 45,000 ​ ​ 45,000 ​ Short-term restricted cash included in prepaid expenses and other current assets ​ ​ 7,145 ​ ​ 3,567 ​ ​ 3,529 ​ Long-term restricted cash included in other assets ​ ​ 5,761 ​ ​ 3,310 ​ ​ — ​ Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows ​ $ 285,333 ​ $ 302,526 ​ $ 305,171 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 51 Table of Contents BROOKS AUTOMATION, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Stock at ​ Additional ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Stock ​ Par ​ Paid-In ​ Comprehensive ​ Accumulated ​ Treasury ​ Total ​ ​ Shares ​ Value ​ Capital ​ Income ​ Deficit ​ Stock ​ Stockholders’ Equity ​ (In thousands, except share data) Balance September 30, 2018 84,164,130 ​ $ 841 ​ $ 1,898,434 ​ $ 13,587 ​ $ ( 994,074 ) ​ $ ( 200,956 ) ​ $ 717,832 Shares issued under restricted stock and purchase plans, net 1,595,570 ​ 16 ​ 3,407 ​ ​ ​ ​ 3,423 Stock-based compensation ​ ​ 20,113 ​ ​ ​ ​ 20,113 Common stock dividends declared, at $ 0.40 per share ​ ​ ​ ​ ( 28,895 ) ​ ​ ( 28,895 ) Net income ​ ​ ​ ​ ​ 437,416 ​ ​ 437,416 Foreign currency translation adjustments ​ ​ ​ ​ ( 9,333 ) ​ ​ ​ ( 9,333 ) Changes in unrealized losses on marketable securities, net of tax effects of ($ 1 ) ​ ​ ​ 104 ​ ​ ​ 104 Actuarial loss arising in the year, net of tax effects of $ 13 ​ ​ ​ ​ ( 847 ) ​ ​ ​ ( 847 ) Cumulative effect of adoption of ASC 606 ​ ​ ​ — ​ ( 859 ) ​ ​ ( 859 ) Balance September 30, 2019 85,759,700 ​ 857 ​ 1,921,954 ​ 3,511 ​ ( 586,412 ) ​ ( 200,956 ) ​ 1,138,954 Shares issued under restricted stock and purchase plans, net 1,534,010 ​ 16 ​ 4,579 ​ ​ ​ ​ 4,595 Stock-based compensation ​ ​ 16,317 ​ ​ ​ ​ 16,317 Common stock dividends declared, at $ 0.40 per share ​ ​ ​ ​ ( 29,513 ) ​ ​ ( 29,513 ) Net income ​ ​ ​ ​ ​ 64,853 ​ ​ 64,853 Foreign currency translation adjustments ​ ​ ​ ​ 18,877 ​ ​ ​ 18,877 Changes in unrealized losses on marketable securities, net of tax effects of $ 0 ​ ​ ​ 7 ​ ​ ​ 7 Actuarial loss arising in the year, net of tax effects of $ 27 ​ ​ ​ ( 476 ) ​ ​ ​ ( 476 ) Balance September 30, 2020 87,293,710 ​ 873 ​ 1,942,850 ​ 21,919 ​ ( 551,072 ) ​ ( 200,956 ) ​ 1,213,614 Shares issued under restricted stock and purchase plans, net 515,212 ​ 5 ​ 5,806 ​ ​ ​ ​ 5,811 Stock-based compensation ​ ​ 27,456 ​ ​ ​ ​ 27,456 Common stock dividends declared, at $ 0.40 per share ​ ​ ​ ​ ( 29,726 ) ​ ​ ( 29,726 ) Net income ​ ​ ​ ​ ​ 110,747 ​ ​ 110,747 Foreign currency translation adjustments ​ ​ ​ ​ ( 2,922 ) ​ ​ ​ ( 2,922 ) Changes in unrealized losses on marketable securities, net of tax effects of $ 0 ​ ​ ​ — ​ ​ ​ — Actuarial loss arising in the year, net of tax effects of ($ 77 ) ​ ​ ​ 354 ​ ​ ​ 354 Balance September 30, 2021 87,808,922 ​ $ 878 ​ $ 1,976,112 ​ $ 19,351 ​ $ ( 470,051 ) ​ $ ( 200,956 ) ​ $ 1,325,334 ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 52 Table of Contents BROOKS AUTOMATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of the Business Brooks Automation, Inc. (“Brooks”, or the “Company”) is a leading global provider of life science sample exploration and management solutions for the life sciences market. The Company supports its customers from research to clinical development with its sample management, automated storage, and genomic services expertise to help bring impactful therapies to market faster. Discontinued Operations In the fourth quarter of fiscal year 2021, the Company entered into a definitive agreement to sell its semiconductor automation business to Thomas H. Lee Partners, L.P. (“THL”). The Company determined that the semiconductor automation business met the “held for sale” criteria and the “discontinued operations” criteria in accordance with Financial Accounting Standard Boards (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements , (“FASB ASC 205”) as of September 30, 2021. 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 Company determined that the semiconductor cryogenics business met the “held for sale” criteria and the “discontinued operations” criteria in accordance with FASB ASC 205, Presentation of Financial Statements , as of September 30, 2018. Please refer to Note 3, “Discontinued Operations” for further information about the discontinued businesses. The Consolidated Balance Sheets and Consolidated Statements of Operations, and the notes to the Consolidated Financial Statements were restated for all periods presented to reflect the discontinuation of the semiconductor automation business and the semiconductor cryogenics business in accordance with FASB ASC 205. The discussion in the notes to these Consolidated Financial Statements, unless otherwise noted, relate solely to the Company's continuing operations. Risks and Uncertainties 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. 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. The Company’s business falls within the classification of an “Essential Critical Infrastructure Sector” as defined by the U.S. Department of Homeland Security and the Company has continued operations during the COVID-19 pandemic. 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. The COVID-19 pandemic has not had a substantial impact on the Company’s financial results and a portion of this impact has been mitigated by the Company’s realignment of resources to satisfy incremental orders related to virus research and vaccine development and commercialization. As states safely reopen the economy, get people back to work, and ease social restrictions while minimizing the health impacts of COVID-19, future impacts on the Company’s financial results will depend on future variants of the virus and vaccine effectiveness against the variants, which are not fully determinable, as well as new or prolonged government responses to the pandemic, as the full impact of the pandemic on the economy and markets which the Company serves is as yet unknown. The Company’s financial results will also depend on variables including reduced demand from its customers, the degree that the supply chain may be constrained which could impact its delivery of product and the potential impact to its operations if there is a significant outbreak among the Company’s employees, as well as the amount of incremental demand caused by research and treatments in the areas of COVID-19 or related threats. ​ ​ 53 Table of Contents 2. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company applies the equity method of accounting to investments that provide it with the ability to exercise significant influence over the entities in which it lacks controlling financial interest and is not a primary beneficiary. Use of Estimates 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. The Company assesses the estimates on an ongoing basis and records changes in estimates in the period they occur and become known. Actual results could differ from these estimates. 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. 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. 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 The Company accounts for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. Significant judgment is used in determining fair values of assets acquired and liabilities assumed and contingent consideration, as well as intangibles and their estimated useful lives. Fair value and useful life determinations may be based on, among other factors, estimates of future expected cash flows and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as our current and future operating results. Actual results may vary from these estimates that 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. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within our operating results. Changes in the fair value of contingent consideration resulting from a change in the underlying inputs are recognized in results of operations until the arrangement is settled. Foreign Currency Translation Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Foreign currency exchange gains (losses) generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other expenses, net” in the Company’s Consolidated 54 Table of Contents Statements of Operations. Net foreign currency transaction and remeasurement losses totaled $ 1.8 million, $ 3.4 million and $ 1.8 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. The determination of the functional currency of the Company’s subsidiaries is based on their financial and operational environment and is the local currency of all of the Company’s foreign subsidiaries. The subsidiaries’ assets and liabilities are translated into the reporting currency at period-end exchange rates, while revenue, expenses, gains and losses are translated at the average exchange rates during the period. Gains and losses from foreign currency translations are recorded in “Accumulated other comprehensive income” in the Company’s Consolidated Balance Sheets and presented as a component of comprehensive income in the Company’s Consolidated Statements of Comprehensive Income. Derivative Financial Instruments All derivatives, whether designated as a hedging relationship or not, are recorded in the Consolidated Balance Sheets at fair value. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation based on the exposure being hedged. Certain derivatives held by the Company are not designated as hedges but are used in managing exposure to changes in foreign exchange rates. A fair value hedge is a derivative instrument designated for the purpose of hedging the exposure to changes in fair value of an asset or a liability resulting from a particular risk. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are both recognized in the results of operations and presented in the same caption in the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income. A cash flow hedge is a derivative instrument designated for the purpose of hedging the exposure to variability in future cash flows resulting from a particular risk. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in accumulated other comprehensive income and recognized in the results of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in the results of operations. A hedge of a net investment in a foreign operation is achieved through a derivative instrument designated for the purpose of hedging the exposure of changes in value of investments in foreign subsidiaries. If the derivative is designated as a hedge of a net investment in a foreign operation, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income as a part of the foreign currency translation adjustment. Ineffective portions of net investment hedges are recognized in the results of operations. For derivative instruments not designated as hedging instruments, changes in fair value are recognized in the Consolidated Statements of Operations as gains or losses consistent with the classification of the underlying risk. Concentration of Credit Risk 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. 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. The Company regularly monitors the creditworthiness of its customers and believes that it has adequately provided for exposure to potential credit losses. The Company’s ten largest customers accounted for approximately 19 %, 19 % and 21 % of its consolidated revenue for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. No 55 Table of Contents customers accounted for more than 10% of the Company’s consolidated revenue for fiscal years 2021, 2020 and 2019. No customers accounted for more than 10% of the Company’s total receivables during the fiscal year ended September 30, 2021 and 2020. Fair Value of Financial Instruments 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. 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 Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash. At September 30, 2021 and 2020, cash equivalents were less than $ 0.1 million and $ 0.1 million, respectively. Cash equivalents are reported at fair value. The Company classifies short-term restricted cash balances within prepaid expenses and other current assets and long-term restricted cash balances within other assets on the accompanying Consolidated Balance Sheets based upon the term of the remaining restrictions. Accounts Receivable, Allowance for Expected Credit Losses and Sales Returns Trade accounts receivable do not bear interest and are recorded at the invoiced amount. The Company maintains an allowance for expected credit losses representing its best estimate of expected credit losses related to its existing accounts receivable and their net realizable value. The Company determines the allowance based on several factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends, historical experience, and other information over the payment periods. The Company reviews and adjusts the allowance for expected credit losses on a quarterly basis. Accounts receivable balances are written off against the allowance for expected credit losses when the Company determines that the balances are not recoverable. Provisions for expected credit losses are recorded in “Selling, general and administrative” expenses in the Consolidated Statements of Operations. The Company determines the allowance for sales returns based on its best estimate of expected customer returns. Provisions for sales returns are recorded in "Revenue" in the Consolidated Statements of Operations. The Company does not have any off-balance-sheet credit exposure related to its customers. Inventories Inventories are stated at the lower of cost or net realizable value determined on a first-in, first-out basis and include the cost of materials, labor and manufacturing overhead. The Company reports inventories at their net realizable value and provides reserves for excess, obsolete or damaged inventory based on changes in customer demand, technology and other economic factors. Fixed Assets, Intangible Assets and Impairment of Long-lived Assets Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation expense is computed based on the straight-line method and charged to results of operations to allocate the cost of the assets over their estimated useful lives, as follows: ​ ​ ​ ​ Buildings 10 - 40 years Computer equipment and software 3 - 7 years Machinery and equipment 2 - 10 years Furniture and fixtures 3 - 10 years ​ 56 Table of Contents Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining terms of the respective leases. Equipment used for demonstrations to customers is included in machinery and equipment and depreciated over its estimated useful life. Repair and maintenance costs are expensed as incurred. The Company has developed software for internal use. Internal and external labor costs incurred during the application development stage of a project are capitalized. Costs incurred prior to application development and post implementation are expensed as incurred. Training and data conversion costs are expensed as incurred. As of September 30, 2021, and 2020, the Company had cumulative capitalized direct costs of $ 22.7 million and $ 18.2 million, respectively, associated with the development of software for its internal use. As of September 30, 2021, this balance included $ 5.8 million associated with software still in the development stage which are included within "Property, plant and equipment, net" in the accompanying Consolidated Balance Sheets. During fiscal year 2021, the Company capitalized direct costs of $ 4.4 million associated with the development of software for its internal use. Cost of disposed assets and the associated accumulated depreciation are derecognized upon their retirement or at the time of disposal, and the resulting gain or loss is included in the Company’s results of operations. The Company identified finite-lived intangible assets other than goodwill as a result of acquisitions. Finite-lived intangible assets are valued based on estimated future cash flows and amortized over their estimated useful lives based on methods that approximate the pattern in which the economic benefits are expected to be realized. Finite-lived intangibles assets and fixed assets are tested for impairment when indicators of impairment are present. 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. 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. If the carrying value of the long-lived asset group exceeds its future cash flows, the Company determines fair values of the individual net assets within the long-lived asset group to assess potential impairment. If the aggregate fair values of the individual net assets of the group are less than their carrying values, an impairment loss is recognized for an amount in excess of the group’s aggregate carrying value over its fair value. The loss is allocated to the assets within the group based on their relative carrying values, with no asset reduced below its fair value. Finite-lived intangible assets are amortized over their useful lives, as follows: ​ ​ ​ ​ Trademarks 3 - 13 years Patents 7 years Completed technology 7 - 20 years Customer relationships 6 - 14 years ​ Leases The Company adopted Topic 842 effective October 1, 2019 using the modified retrospective approach . The Company applied Topic 842 to all its leases as of October 1, 2019. The Company has operating leases for real estate and non-real estate and finance leases for non-real estate. 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. 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. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. 57 Table of Contents The Company’s lease agreements may contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. Fixed payments for non-lease components are combined with lease payments and accounted for as a single lease component which increases the amount of the ROU asset and liability. The ROU asset for operating leases is included within Other assets and the ROU asset for finance leases is included within Property, plant, and equipment, net on the Consolidated Balance Sheets. The short-term lease liabilities for both operating leases and finance leases are included within Accrued expenses and other current liabilities on the Consolidated Balance Sheets. 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 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. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company has elected April 1 st as its annual goodwill impairment assessment date. 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. Application of the goodwill impairment test requires significant judgment based on market and operational conditions at the time of the evaluation, including management’s best estimate of future business activity and the related estimates of future cash flows from the assets and the reporting units that include the associated goodwill. These periodic evaluations could cause management to conclude that impairment factors exist, requiring an adjustment of these assets to their then-current fair market values. Future business conditions and/or activity could differ materially from the projections made by management which could result in additional adjustments and impairment charges. The goodwill impairment test is performed at the reporting unit level. A reporting unit is either an operating segment or one level below it, which is referred to as a “component”. The level at which the impairment test is performed requires an assessment of whether the operations below an operating segment constitute a self-sustaining business, in which case testing is generally performed at this level. In accordance with ASC 350, Intangibles- Goodwill and Other (“ASC 350”), the Company first 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. If the Company determines, based on this assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying value, it performs a quantitative goodwill impairment test by comparing the reporting unit’s fair value with its carrying value. An impairment loss is recognized for the amount by which the reporting unit’s carrying value exceeds its fair value, up to the total amount of goodwill allocated to the reporting unit. The Company determines fair values of its reporting units based on an income approach in accordance with the discounted cash flow method (DCF Method). The DCF Method is based on projected future cash flows and terminal value estimates discounted to their present values. Terminal value represents a present value an investor would pay on the valuation date for the rights to the cash flows of the business for the years subsequent to the discrete cash flow projection period. The observable inputs used in the DCF Method include discount rates set above the Company’s weighted-average cost of capital. The Company derives discount rates that are commensurate with the risks and uncertainties inherent in the respective businesses and its internally developed projections of future cash flows. The Company considers the DCF Method to be the most appropriate valuation technique since it is based on management’s long-term financial projections. In addition, to determining the fair value of 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 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. 58 Table of Contents Deferred Financing Costs The Company records commitment fees and other costs directly associated with obtaining the term loan and line of credit financing as deferred financing costs which are presented as a reduction of Long-term debt on the Consolidated Balance Sheets. Deferred financing costs were $ 0.4 million and $ 0.7 million at September 30, 2021 and 2020, respectively. Such costs are amortized over the term of the related financing arrangement and included in “Interest expense” in the accompanying Consolidated Statements of Operations. Amortization expense related to deferred financing costs was $ 0.3 million and $ 0.2 million for fiscal years ended September 30, 2021 and 2020, respectively, and was included in interest expense in the accompanying Consolidated Statements of Operations. Please refer to Note 10, “Line of Credit” and Note 11, “Debt” for further information on this arrangement. Warranty Obligations The Company offers warranties on the sales of certain of its products and records warranty obligations for estimated future claims at the time revenue is recognized. Warranty obligations are estimated based on historical experience and management’s estimate of the level of future claims. Revenue Recognition The Company generates revenue from the following sources: ​ ● Products, including sales of automated cold sample management systems, consumables, instruments, spare parts, and software. ● Services, including repairs, upgrades, diagnostic support, installation, as well as biological sample services such as DNA sequencing, gene synthesis, molecular biology, bioinformatics, biological sample storage, sample acquisition and other support services. The Company recognizes revenue for the transfer of such promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those products or services. Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when or as the transfer of control of the underlying performance obligation occurs. To determine the amount of consideration the Company expects to be entitled to and whether transfer of control has occurred, the Company applies the following five-step model: ​ ● Identify the contract with a customer. Contracts are accounted for when approval and commitment has been received from both parties, the rights of each party are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration to which the Company is entitled is probable. Contracts are generally evidenced through receipt of an approved purchase order or execution of a binding arrangement and can be both short and long-term. 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. Contracts 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. ● Identify the performance obligations in the contract. Performance obligations include the sale of products and services. Certain customer arrangements related to the sale of automated cold sample management systems generally include more than one performance obligation and may include a combination of goods and or services, such as products with installation services or service-type warranty obligations. These contracts include multiple promises and as a result, the Company is required to evaluate each promise and determine whether the promise qualifies as a performance obligation within the contract. Contracts may contain the option to acquire additional products or services at defined prices. The Company reviews the pricing of these options to determine whether the option would exist independently of the current contract. If the pricing of contract 59 Table of Contents options provides a material right to the customer that it would not receive without entering into the current contract, the Company accounts for the option as a separate performance obligation. ● Determine the transaction price. The transaction price of the Company’s contracts with its customer is generally fixed, based on the amounts to be contractually billed to the customer. Although uncommon, certain contracts may contain variable consideration in the form of customer allowances and rebates that consist primarily of retrospective volume-based discounts and other incentive programs. Variable consideration is estimated at contract inception and included in the transaction price if it is probable that a subsequent change in the estimate would not result in a significant revenue reversal. The period between transfer of control of the performance obligations within a customer contract and timing of payment is generally within one year. As a result, the Company’s contracts typically do not include significant financing components. ● Allocate the transaction price to the performance obligations in the contract. For customer contracts that contain more than one performance obligation, the Company allocates the total transaction consideration to each performance obligation based on the relative stand-alone selling price of each performance obligation within the contract. 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. 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, services, and service-type warranties. ● Recognize revenue when or as the Company satisfies a performance obligation . The Company satisfies its performance obligations by transferring a product or service either at a point in time or over time, when the transfer of control of the underlying performance obligation has occurred. Control is evidenced by the customer’s ability to direct the use of and obtain substantially all the remaining benefits from the performance obligation. Revenue from third-party sales for which the Company does not meet the criteria for gross revenue recognition is recognized on a net basis. All other revenue is recognized on a gross basis. The Company excludes from the transaction price all sales taxes assessed by governmental authorities and as a result, revenue is presented net of tax. 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: ​ ● Products: 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 . Revenue from the sales of certain products that involve significant customization, which include primarily automated cold sample management systems is recognized over time as the asset created by the Company’s performance does not have alternative use to the Company and an enforceable right to payment for performance completed to date is present. The Company recognizes revenue as work progresses based on a percentage of actual labor hours incurred on the project to-date and total estimated labor hours expected to be incurred on the project. The selection of the method to measure progress towards completion requires judgment. The Company has concluded that using the percentage of labor hours incurred to estimated labor hours needed to complete the project most appropriately depicts the Company’s efforts towards satisfaction of the performance obligation. The Company develops profit estimates for long-term contracts based on total revenue expected to be generated from the project and total costs anticipated to be incurred in the project. These estimates are based on a number of factors, including the degree of required product customization and the work required to be able to install the product in the customer’s existing environment, as well as the Company’s historical experience, project plans and an assessment of the risks and uncertainties inherent in the contract related to implementation delays or performance issues that may or may not be within the Company’s control. The Company estimates a loss on a contract by comparing total estimated contract revenue to the total estimated contract costs and recognizes a loss during the period in which it becomes probable and can be reasonably estimated. The Company reviews 60 Table of Contents profit estimates for long-term contracts during each reporting period and revises the estimate based on changes in circumstances. 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. Generally, the terms of long-term contracts provide for progress billings based on completion of milestones or other defined phases of work. In certain instances, payments collected from customers in advance of recognizing the related revenue are recorded and presented as contract liabilities within “Deferred revenue” on the Company’s Consolidated Balance Sheet. Additionally, due to certain billing constraints within contracts, the customer may retain a portion of the contract price until completion of the contract. In these contracts, an unbilled receivable is recorded when revenue recognized may exceed billings, which the Company presents as a contract asset on the balance sheet, which is included within the “Prepaid expenses and other current assets” on the Company’s Consolidated Balance Sheet. ● Services: 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. 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. ● Genomic Services: The Company’s Genomic Services are professional services which includes Sanger Sequencing, Next Generation Sequencing, Gene Synthesis and Gene Editing-CRISPR based gene editing. In each case, the customer realizes and consumes the benefit of these services as they are performed. 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 Research and development costs are expensed as incurred. Research and development costs consist primarily of personnel expenses related to development of new products, as well as enhancements and engineering changes to existing products and development of hardware and software components. Stock-Based Compensation Expense The Company measures stock-based compensation cost at fair value on the grant date and recognizes the expense over the service period for the awards expected to vest. The fair value of restricted stock units is determined based on the number of shares granted and the closing price of the Company’s common stock quoted on the Nasdaq Global Select Market on the date of grant. For awards that vest based on service conditions, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. For awards that vest subject to performance conditions, the Company recognizes stock-based compensation expense ratably over the performance period if it is probable that performance condition will be met and adjusted for the probability percentage of achieving the performance goals. The Company makes estimates of stock award forfeitures and the number of awards expected to vest. The Company considers many factors in developing forfeiture estimates, including award types, employee classes and historical experience. Each quarter, the Company assesses the probability of achieving the performance goals. Current estimates may differ from actual results and future changes in estimates. 61 Table of Contents The following table reflects stock-based compensation expense, excluding amounts related to discontinued operations, recorded during the fiscal years ended September 30, 2021, 2020 and 2019 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2021 2020 2019 Restricted stock units ​ $ 18,923 ​ $ 9,907 ​ $ 12,621 Employee stock purchase plan ​ 1,128 ​ 744 ​ 429 Total stock-based compensation expense ​ $ 20,051 ​ $ 10,651 ​ $ 13,050 ​ Valuation Assumptions for an Employee Stock Purchase Plan The fair value of shares issued under the employee stock purchase plan is estimated on the commencement date of each offering period using the Black-Scholes option-pricing model with the following weighted average assumptions for the fiscal years ended September 30, 2021, 2020 and 2019: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2021 2020 2019 Risk-free interest rate 0.3 % 0.9 % 2.3 % Volatility 53 % 58 % 52 % Expected life 6 months 6 months 6 months Dividend yield 0.6 % 1.1 % 1.2 % ​ The risk-free rate is based on the U.S. Treasury yield curve for notes with terms approximating the expected life of the shares granted. The expected stock price volatility is determined based on the Company’s historic stock prices over a period commensurate with the expected life of the shares granted. The expected life represents the weighted average period over which the shares are expected to be purchased. Dividend yields are projected based on the Company’s history of dividend declarations and management’s intention for future dividend declarations. Income Taxes The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, as well as operating loss and tax credit carryforwards. The Company’s Consolidated Financial Statements contain certain deferred tax assets that were recorded as a result of operating losses, as well as other temporary differences between financial and tax accounting. A valuation allowance is established against deferred tax assets if, based upon the evaluation of positive and negative evidence and the extent to which that evidence is objectively verifiable, it is more likely than not that some or all of the deferred tax assets will not be realized. Significant management judgment is required in determining the Company’s income tax provision, the Company’s deferred tax assets and liabilities and any valuation allowance recorded against those net deferred tax assets. 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. 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. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon an audit conducted by taxing authorities, including resolution of related appeals or litigation processes, if any. If the Company determines that a tax position will more likely than not be sustained, the second step requires the Company to estimate and measure the tax benefit as the largest amount that is more likely than not to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company must determine the probability of various possible outcomes. The Company re-evaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors, such as changes in facts or circumstances, tax law, new audit activity and effectively settled issues. Determining whether an uncertain tax position is effectively settled requires judgment. A change in recognition or measurement may result in the recognition of a tax benefit or an additional charge to the tax provision. 62 Table of Contents Earnings Per Share Basic income or loss per share is determined by dividing net income by the weighted average common shares outstanding during the period. Diluted income per share is determined by dividing net income by diluted weighted average shares outstanding during the period. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares. To the extent their effect is dilutive, employee equity awards and other commitments to be settled in common stock are included in the calculation of diluted income per share based on the treasury stock method. Potential common shares are excluded from the calculation of dilutive weighted average shares outstanding if their effect would be anti-dilutive at the balance sheet date based on a treasury stock method or due to a net loss. Recently Issued Accounting Pronouncements In October 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-10, Codification Improvements . The amendments in this ASU represent changes to clarify certain ASCs, correct unintended application of guidance, or make minor improvements certain ASCs that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 and interim periods within those annual periods. Early adoption was permitted. The amendments in this ASU should be applied retrospectively. This ASU will not affect the Company's consolidated financial statements. The Company will adopt the provisions of this ASU in the first quarter of fiscal 2022 and does not expect to have a material impact on the disclosures to the consolidated financial statement. ​ In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting . In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. The ASUs provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The provisions of the ASUs are only available until December 31, 2022, when the reference rate replacement activity is expected to be completed. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. ​ In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) , which removes certain exceptions to the general principles in ASC Topic 740, Income Taxes (“ASC Topic 740”), and improves consistent application of and simplifies GAAP for other areas of Topic 740 clarifying and amending existing guidance. This ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2020. Early adoption was permitted. The Company will adopt the provisions of this ASU in the first quarter of fiscal 2022 and does not expect that the impact will be material to its consolidated financial statements and related disclosures. ​ In August 2018, the FASB issued ASU 2018-14, Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans , which amends ASC 715, Compensation – Retirement Benefits, to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The ASU requires 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. The ASU removes disclosure requirements 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. The ASU is effective for fiscal years ending after December 15, 2020. Early adoption was permitted. The ASU does not amend the interim disclosure requirements of ASC 715-20. The Company will adopt the provisions of this ASU in the first quarter of fiscal 2022 and does not expect that the impact will be material to its consolidated financial statements and related disclosures. 63 Table of Contents Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which amends ASC 820, Fair Value Measurement , to add and remove disclosure requirements related to fair value measurement. The ASU included 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 unobservable inputs for Level 3 fair value measurements. The ASU 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. In addition, the ASU modified certain disclosure requirements to provide clarification or to promote appropriate exercise of discretion by entities. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods therein. The Company adopted the guidance during the first quarter of fiscal year 2021 . There was no significant accounting impact on the Company’s consolidated financial statements and related disclosures as a result of the adoption of this ASU. In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The ASU aligned the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract was not affected by the ASU. The provisions may be adopted prospectively or retrospectively. This ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. The Company adopted the guidance during the first quarter of fiscal year 2021 on a prospective basis . There was no significant accounting impact on the Company’s consolidated financial statements and related disclosures as a result of the adoption of this ASU. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . 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. Topic 326 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The ASUs are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company adopted the guidance during the first quarter of fiscal year 2021 . There was no significant accounting impact on the Company’s consolidated financial statements and related disclosures as a result of the adoption of these ASUs. ​ ​ ​ 3. Discontinued Operations Planned Disposition of Semiconductor Automation Business On September 20, 2021, the Company entered into a definitive agreement to sell its semiconductor automation business (the “automation business”) to THL for $ 3 billion in cash, subject to adjustments. The Company anticipates closing of the transaction in the first half of calendar year 2022 upon satisfaction of customary closing conditions and regulatory approvals. The semiconductor automation business is comprised of the Brooks Semiconductor Solution Group segment. At the completion of the sale, the Company will no longer serve the semiconductor market. During the fourth quarter of fiscal 2021, the Company determined that its automation business met the criteria to be classified as a discontinued operation and, as a result, its historical financial results are reflected in the Company’s financial statements as a discontinued operation, and assets and liabilities were classified as assets and liabilities held for sale. 64 Table of Contents The following table presents the financial results of automation business discontinued operations with respect to the automation business (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ ​ 2021 2020 ​ 2019 Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ ​ ​ $ 624,358 ​ $ 463,309 ​ $ 403,634 Services ​ ​ ​ ​ 55,698 ​ ​ 45,427 ​ ​ 43,035 Total revenue ​ ​ ​ ​ 680,056 ​ ​ 508,736 ​ $ 446,669 Cost of revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ ​ ​ ​ 354,786 ​ ​ 274,727 ​ ​ 238,301 Services ​ ​ ​ ​ 29,750 ​ ​ 26,134 ​ ​ 26,712 Total cost of revenue ​ ​ ​ ​ 384,536 ​ ​ 300,861 ​ ​ 265,013 Gross profit ​ ​ ​ ​ 295,520 ​ ​ 207,875 ​ ​ 181,656 Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ ​ ​ ​ 48,647 ​ ​ 41,245 ​ ​ 39,045 Selling, general and administrative ​ ​ ​ ​ 70,634 ​ ​ 50,881 ​ ​ 48,635 Restructuring charges ​ ​ ​ ​ 230 ​ ​ 692 ​ ​ 506 Total operating expenses ​ ​ ​ ​ 119,511 ​ ​ 92,818 ​ ​ 88,186 Operating income ​ ​ ​ ​ 176,009 ​ ​ 115,057 ​ ​ 93,470 Other income (loss), net ​ ​ ​ ​ 133 ​ ​ 207 ​ ​ ( 69 ) Income before income taxes ​ ​ ​ ​ 176,142 ​ ​ 115,264 ​ ​ 93,401 Income tax provision ​ ​ ​ ​ 35,357 ​ ​ 23,867 ​ ​ 22,719 Net income from discontinued operations ​ ​ ​ $ 140,785 ​ $ 91,397 ​ $ 70,682 ​ ​ The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to the semiconductor automation business that are included in the Consolidated Statements of Cash Flows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ ​ ​ 2021 ​ 2020 ​ 2019 Depreciation and amortization ​ ​ ​ $ 8,472 ​ $ 11,374 ​ $ 13,153 Capital expenditures ​ ​ ​ ​ 6,414 ​ ​ 4,815 ​ ​ 2,341 Stock-based compensation ​ ​ ​ ​ 7,405 ​ ​ 5,501 ​ ​ 6,412 ​ ​ 65 Table of Contents The carrying value of the assets and liabilities of the discontinued operations with respect to the semiconductor automation business on the Consolidated Balance Sheets as of September 30, 2021 and 2020 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ ​ ​ 2021 ​ 2020 Assets ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ ​ ​ $ 45,000 ​ $ 45,000 Accounts receivable, net ​ ​ ​ ​ 142,256 ​ ​ 93,498 Inventories ​ ​ ​ ​ 110,735 ​ ​ 77,708 Other current assets ​ ​ ​ ​ 13,394 ​ ​ 6,657 Total current assets of discontinued operation ​ ​ ​ $ 311,385 ​ $ 222,863 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ ​ ​ $ 32,058 ​ $ 28,931 Long-term deferred tax assets ​ ​ ​ ​ 3,167 ​ ​ 1,143 Goodwill ​ ​ ​ ​ 81,477 ​ ​ 48,359 Intangibles, net ​ ​ ​ ​ 44,468 ​ ​ 6,002 Other assets ​ ​ ​ ​ 22,658 ​ ​ 14,283 Total long-term assets of discontinued operation ​ ​ ​ $ 183,828 ​ $ 98,718 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ ​ ​ $ 68,074 ​ $ 36,070 Deferred revenue ​ ​ ​ ​ 7,141 ​ ​ 5,580 Accrued warranty and retrofit costs ​ ​ ​ ​ 6,081 ​ ​ 5,990 Accrued compensation and benefits ​ ​ ​ ​ 18,144 ​ ​ 14,598 Accrued Income Taxes ​ ​ ​ ​ 11,702 ​ ​ 8,118 Accrued expenses and other current liabilities ​ ​ ​ ​ 18,014 ​ ​ 12,476 Total current liabilities of discontinued operation ​ ​ ​ $ 129,156 ​ $ 82,832 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term tax reserves ​ ​ ​ ​ 2,356 ​ ​ 697 Long-term deferred tax liabilities ​ ​ ​ ​ 6,548 ​ ​ 141 Long-term pension liabilities ​ ​ ​ ​ 5,490 ​ ​ 5,511 Long-term operating lease liabilities ​ ​ ​ ​ 15,425 ​ ​ 12,950 Other long-term liabilities ​ ​ ​ ​ 2,625 ​ ​ 8,276 Total long-term liabilities of discontinued operation ​ ​ ​ $ 32,444 ​ $ 27,575 ​ ​ Acquisition within the Automation Business On April 29, 2021 , the Company acquired Precise Automation Inc., a leading developer of collaborative robots and automation subsystems headquartered in Fremont, California. The total cash purchase price for the acquisition was approximately $ 69.8 million. Precise provides the automation business with a product offering and technology portfolio to take advantage of the opportunities in the collaborative robot market. The allocation of the consideration included $ 38.7 million of technology, $ 2.5 million of customer relationships, $ 33.1 million of goodwill, $ 6.2 million of deferred tax liabilities, and several other assets and liabilities. The purchase price allocation was based on a preliminary valuation which is subject to further adjustments within the measurement period when additional information becomes available. The Company applied variations of the income approach to estimate the fair values of the intangible assets acquired. The completed technology was valued using excess earnings method and the customer relationships was valued using distributor margin method, both of which have a useful life of 11 years . The intangible assets acquired are amortized over the total weighted average period of 11 years using methods that approximate the pattern in which the economic benefits are expected to be realized. 66 Table of Contents The Company has included the financial results of the acquired operations within income from discontinued operations on its Consolidated Statements of Operations. The goodwill and intangible assets are not tax deductible The Company did not present a pro forma information summary for its consolidated results of operations for the fiscal years ended September 30, 2021 and 2020 because such results were immaterial. Disposition of the Semiconductor Cryogenics Business 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. 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. Net proceeds from the sale were approximately $ 553.1 million, net of taxes and closing costs paid and remaining estimated taxes payable. 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. In the third quarter of fiscal year 2020, Edwards asserted claims for indemnification under the definitive agreement relating to alleged breaches of representations and warranties relating to customer warranty claims and inventory. The 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. 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. 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. 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’s continuing operation. The semiconductor cryogenics business consisted 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. The semiconductor cryogenics business was originally acquired by the Company in its 2005 merger with Helix Technology Corporation. The operating results of the semiconductor cryogenics business had been included in the Brooks Semiconductor Solutions Group segment before the plan of disposition. 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. 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. 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. Edwards has the option to renew each lease at the then current market rates after the initial three-year lease term has ended. This Disposition is consistent with the Company’s long-standing strategy to increase shareholder value by accelerating the growth of its Life Sciences businesses with further acquisitions and strengthening its semiconductor automation business with opportunistic acquisitions. The semiconductor cryogenics business disposition met the "held for sale" criteria and the “discontinued operation” criteria in accordance with ASC 205 as of September 30, 2018. As such, its operating results have been reported as a discontinued operation for all periods presented. 67 Table of Contents The following table presents the financial results of discontinued operations with respect to the semiconductor cryogenics business (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ ​ ​ 2021 ​ 2020 2019 Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ ​ ​ ​ ​ ​ $ - ​ $ - ​ $ 76,227 Services ​ ​ ​ ​ ​ ​ ​ - ​ ​ - ​ ​ 33,291 Total revenue ​ ​ ​ ​ ​ ​ ​ - ​ ​ - ​ ​ 109,518 Cost of revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ ​ ​ ​ ​ ​ ​ - ​ ​ - ​ ​ 47,148 Services ​ ​ ​ ​ ​ ​ ​ - ​ ​ - ​ ​ 19,016 Total cost of revenue ​ ​ ​ ​ ​ ​ ​ - ​ ​ - ​ ​ 66,164 Gross profit ​ ​ ​ ​ ​ ​ ​ - ​ ​ - ​ ​ 43,354 Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ ​ ​ ​ ​ ​ ​ - ​ ​ - ​ ​ 6,605 Selling, general and administrative ​ ​ ​ ​ ​ ​ ​ 279 ​ ​ ( 171 ) ​ ​ 20,889 Restructuring charges ​ ​ ​ ​ ​ ​ ​ - ​ ​ ​ ​ ​ 24 Total operating expenses ​ ​ ​ ​ ​ ​ ​ 279 ​ ​ ( 171 ) ​ ​ 27,518 Operating (loss) income ​ ​ ​ ​ ​ ​ ​ ( 279 ) ​ ​ 171 ​ ​ 15,836 Interest income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other loss, net ​ ​ ​ ​ ​ ​ ​ ( 1,256 ) ​ ​ ( 410 ) ​ ​ 539,948 Loss on discontinued operations before income taxes ​ ​ ​ ​ ​ ​ $ ( 1,535 ) ​ $ ( 239 ) ​ $ 555,784 Income tax benefit ​ ​ ​ ​ ​ ​ ​ ( 366 ) ​ ​ ( 57 ) ​ ​ 134,110 Income (loss) before equity in earnings of equity method investment ​ ​ ​ ​ ​ ​ ​ ( 1,169 ) ​ ​ ( 182 ) ​ ​ 421,674 Equity in earnings of equity method investment ​ ​ ​ ​ ​ ​ ​ - ​ ​ - ​ ​ 6,188 Net loss from discontinued operations ​ ​ ​ ​ ​ ​ $ ( 1,169 ) ​ $ ( 182 ) ​ $ 427,862 ​ ​ The Company did not record income or loss related to our semiconductor cryogenics business for the fiscal year ended September 30, 2020 and 2021. The table above reflects revenue for the year ended September 30, 2019 in accordance with ASC 606. The following table presents the summarized financial information for Ulvac Cryogenics, Inc., an unconsolidated subsidiary accounted for based on the equity method (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2019 Statements of Operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 88,357 Gross profit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 35,127 Operating Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 17,791 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12,483 ​ ​ 68 Table of Contents The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to the semiconductor cryogenics business that are included in the Consolidated Statements of Cash Flows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ ​ ​ ​ ​ 2021 ​ 2020 ​ 2019 Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ $ - ​ $ - ​ $ 4 Capital expenditures ​ ​ ​ ​ ​ ​ ​ ​ - ​ ​ - ​ ​ 666 Stock-based compensation ​ ​ ​ ​ ​ ​ ​ ​ - ​ ​ - ​ ​ 635 Earnings of equity method investment ​ ​ ​ ​ ​ ​ ​ ​ - ​ ​ - ​ ​ ( 6,188 ) ​ ​ ​ 4. Acquisitions The Company recorded the assets acquired and liabilities assumed related to the below acquisitions at their fair values as of the acquisition date, from a market participant’s perspective. 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. The finalization of the assignment of fair values will be completed within one year after the respective acquisition date. The Company did not present a pro forma information summary for its consolidated results of operations for the acquisitions completed in fiscal year 2021 and 2020 because such results were immaterial. Acquisitions Completed in Fiscal Year 2021 On April 2, 2021, the Company acquired Abeyatech LLC. The Company has included the financial results of the acquired operations within the Life Sciences Products segment. The total net of cash purchase price was approximately $ 19.3 million, net of cash acquired. The purchase price includes $ 9.4 million in contingent consideration based on the acquired business’ performance for the twelve-month period ending December 31, 2021, subject to customary working capital adjustments and other adjustments. The acquisition enhances the breadth and depth of the Company’s offerings and expands its expertise in the Life Sciences Products segment. The allocation of the consideration included $ 11.9 million of technology, $ 4.4 million of goodwill, and several other assets and liabilities for $ 3.0 million. The weighted useful life of all the intangible assets acquired is 12 years . The purchase price allocation was based on a preliminary valuation which is subject to further adjustments within the measurement period when additional information becomes available. The goodwill and intangibles are tax deductible . On December 3, 2020 , the Company acquired Trans-Hit Biomarkers Inc. (“THB”), a worldwide biospecimen procurement service provider based in Montreal, Canada. THB has an extensive collection capability for biospecimens and clinical samples through a worldwide partner network of clinical sites and biobanks. The total cash purchase price of the acquisition was approximately $ 15.1 million, net of cash acquired. The acquisition enhances the breadth and depth of the Company’s offerings and expands its expertise in the Life Sciences Services segment. The allocation of the consideration included $ 7.8 million of customer relationships, $ 9.3 million of goodwill, $ 2.4 million of deferred tax liabilities, and several other assets and liabilities. The weighted useful life of all intangibles acquired is 11 years . The purchase price allocation was based on a preliminary valuation which is subject to further adjustments within the measurement period when additional information becomes available. The Company has included the financial results of the acquired operations in the Life Sciences Services segment. The goodwill and intangibles are not tax deductible. Acquisitions Completed in Fiscal Year 2020 On February 11, 2020 , the Company acquired RURO, Inc. (“RURO”), an informatics software company based in Frederick, Maryland. 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. 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. The total 69 Table of Contents cash purchase price of the acquisition net of cash acquired was $ 15.2 million. The allocation of the consideration primarily included $ 0.6 million of accounts receivable, $ 2.9 million of customer relationships, $ 2.9 million of technology assets, $ 11.0 million of goodwill, and $ 2.7 million of liabilities. The goodwill from this acquisition is reported within the Life Sciences Services segment and is not tax deductible. Acquisitions Completed in Fiscal Year 2019 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. 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. 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. The Company used the proceeds of the incremental term loan described in Note 11, “Debt” to pay a portion of the purchase price. On the acquisition date, the Company paid $ 32.3 million to escrow accounts related to the satisfaction of the seller's indemnification obligations with respect to their representations and warranties and other indemnities. The Company also retained an amount equal to $ 1.5 million as collateral for any adjustment shortfall based on the final merger consideration calculation. 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. 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. The following table presents the net purchase price and the fair values of the assets and liabilities of GENEWIZ (in thousands): ​ ​ ​ ​ ​ ​ Fair Value of ​ ​ Assets and ​ ​ Liabilities Accounts receivable ​ $ 28,566 Inventories ​ 4,370 Prepaid expenses and other current assets ​ ​ 11,635 Property, plant and equipment ​ 36,379 Goodwill ​ 235,160 Intangible assets ​ 189,129 Other assets ​ ​ 15,998 Current portion of long-term debt ​ ( 3,170 ) Accounts payable ​ ( 6,522 ) Deferred revenue ​ ( 67 ) Accrued compensation and benefits ​ ​ ( 5,145 ) Other current liabilities ​ ( 10,073 ) Long-term debt ​ ​ ( 2,482 ) Long-term tax reserves ​ ​ ( 13,400 ) Long-term deferred tax liabilities ​ ​ ( 34,993 ) Other long-term liabilities ​ ​ ( 2,681 ) Total purchase price, net of cash acquired ​ $ 442,704 ​ 70 Table of Contents ​ The Company applied variations of the income approach to estimate the fair values of the intangible assets acquired. 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 . 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. 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. The goodwill from this acquisition is reported within the Life Sciences Services segment and is not tax deductible. The revenues and net loss from GENEWIZ recognized in the Company’s consolidated results of operations were $ 220.7 million and $ 9.7 million, respectively, during the year ended September 30, 2021. 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. During the year ended September 30, 2021 and 2020, net income included $ 23.0 million and $ 20.3 million, respectively, related to amortization expense of acquired intangible assets. The Company incurred $ 0.2 million, $ 0.1 million and $ 6.5 million, respectively, in transaction costs with respect to the GENEWIZ acquisition during the years ended September 30, 2021, 2020 and 2019. Transaction costs were recorded in "Selling, general and administrative" expenses within the accompanying unaudited Consolidated Statements of Operations. The following unaudited pro forma information reflects the Company’s consolidated results of operations as if the acquisition had taken place on October 1, 2017. The unaudited pro forma information is not necessarily indicative of the results of operations that the Company would have reported had the transaction actually occurred at the beginning of these periods nor is it necessarily indicative of future results. The unaudited pro forma financial information does not reflect the impact of future events that may occur after the acquisition, including, but not limited to, anticipated costs savings from synergies or other operational improvements (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ September 30, 2019 ​ ​ ​ (pro forma) ​ ​ ​ ​ ​ ​ Revenue ​ $ 350,832 ​ Net loss from continuing operations ​ ​ ( 60,331 ) ​ ​ ​ The unaudited pro forma financial information presented in the table above includes adjustments for the application of the Company’s accounting policies, elimination of related party transactions, depreciation and amortization related to fair value adjustments to property, plant and equipment and intangible assets, and interest expense on acquisition related debt. 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 have been adjusted to include $ 1.6 million of depreciation and amortization related to the fair value step up of property, plant, and equipment and leases, recording of intangible assets and $ 2.0 million of interest expense related to financing activities. 71 Table of Contents 5. Marketable Securities The Company invests in marketable securities that are classified as available-for-sale and recorded at fair value in the Company’s Consolidated Balance Sheets. Marketable securities reported as current assets represent investments that mature within one year from the balance sheet date. Long-term marketable securities represent investments with maturity dates greater than one year from the balance sheet date. Unrealized gains and losses are excluded from earnings and reported as a separate component of accumulated other comprehensive income until the security is sold or matures. Gains or losses realized from sales of marketable securities are computed based on the specific identification method and recognized as a component of "Other expenses, net" in the accompanying Consolidated Statements of Operations. During fiscal year 2021, there were insignificant sales of marketable securities. 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. 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. The following is a summary of the amortized cost and the fair value, including accrued interest receivable, as well as unrealized holding gains (losses) on the short-term and long-term marketable securities as of September 30, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Gross ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ ​ ​ ​ Cost ​ Losses ​ Gains ​ Fair Value September 30, 2021: ​ ​ ​ ​ Bank certificates of deposits ​ $ 30 ​ $ — ​ $ — ​ $ 30 Corporate securities ​ ​ 3,624 ​ ​ — ​ ​ — ​ ​ 3,624 Municipal securities ​ 25 ​ ​ — ​ ​ — ​ 25 ​ ​ $ 3,679 ​ $ — ​ $ — ​ $ 3,679 September 30, 2020: ​ ​ ​ ​ ​ Bank certificates of deposits ​ $ 51 ​ $ — ​ $ — ​ $ 51 Corporate securities ​ ​ 3,101 ​ ​ — ​ ​ — ​ ​ 3,101 Other debt securities ​ 16 ​ ​ — ​ ​ — ​ 16 ​ ​ $ 3,168 ​ $ — ​ $ — ​ $ 3,168 ​ The fair values of the marketable securities by contractual maturities at September 30, 2021 are presented below (in thousands). ​ ​ ​ ​ ​ Fair Value Due in one year or less ​ $ 81 Due after one year through five years ​ — Due after five years through ten years ​ ​ — Due after ten years ​ 3,598 Total marketable securities ​ $ 3,679 ​ Expected maturities could differ from contractual maturities because the security issuers may have the right to prepay obligations without prepayment penalties. The Company reviews the marketable securities for impairment at each reporting period to determine if any of the securities have experienced an other-than-temporary decline in fair value. The Company considers factors, such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer, the Company’s intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of its amortized cost basis. If the Company believes that an other-than-temporary decline in fair value has occurred, it writes down the investment to fair value and recognizes the credit loss in earnings and the non-credit loss in accumulated other comprehensive income or loss. There was an insignificant amount of securities in an 72 Table of Contents unrealized loss position as of September 30, 2021. There were no securities in an unrealized loss position as of September 30, 2020. 6. Property, Plant and Equipment Property, plant and equipment were as follows as of September 30, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2021 2020 Buildings, land, and land use right ​ $ 7,669 ​ $ 11,282 Computer equipment and software ​ 71,067 ​ 67,418 Machinery and equipment ​ 93,140 ​ 74,690 Furniture and fixtures ​ 5,003 ​ 4,978 Leasehold improvements ​ 31,108 ​ 29,899 Capital projects in progress ​ 52,435 ​ 17,989 Right-of-use Asset ​ ​ 2,252 ​ ​ 2,540 ​ ​ 262,674 ​ 208,796 Less: accumulated depreciation and amortization ​ ( 131,955 ) ​ ( 120,061 ) Property, plant and equipment, net ​ $ 130,719 ​ $ 88,735 ​ Depreciation expense was $ 19.5 million, $ 18.7 million and $ 14.0 million, respectively, for the fiscal years ended September 30, 2021, 2020 and 2019. The Company recorded $ 19.6 million of additions to property, plant and equipment for which cash payments had not yet been made as of September 30, 2021. 7. Leases 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. Non-real estate leases are primarily related to vehicles and office equipment. Lease expiration dates range between 2021 and 2041. The components of operating lease expense were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ ​ ​ ​ ​ 2021 ​ 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease costs ​ ​ ​ ​ $ 7,630 ​ $ 6,123 ​ Finance lease costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of assets ​ ​ ​ ​ ​ 859 ​ ​ 1,246 ​ Interest on lease liabilities ​ ​ ​ ​ ​ 39 ​ ​ 107 ​ Total finance lease costs ​ ​ ​ ​ ​ 898 ​ ​ 1,353 ​ Variable lease costs ​ ​ ​ ​ ​ 1,833 ​ ​ 1,628 ​ Short-term lease costs ​ ​ ​ ​ ​ 199 ​ ​ 225 ​ Total lease costs ​ ​ ​ ​ $ 10,560 ​ $ 9,329 ​ ​ 73 Table of Contents ​ Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 ​ September 30, 2020 ​ Operating Leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ ​ ​ ​ $ 49,650 ​ $ 23,324 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued expenses and other current liabilities ​ ​ ​ ​ $ 5,254 ​ $ 3,972 ​ Long-term operating lease liabilities ​ ​ ​ ​ ​ 45,088 ​ ​ 18,905 ​ Total operating lease liabilities ​ ​ ​ ​ $ 50,342 ​ $ 22,877 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Finance Leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, at cost ​ ​ ​ ​ $ 2,252 ​ $ 2,540 ​ Accumulated amortization ​ ​ ​ ​ ​ ( 2,105 ) ​ ​ ( 1,246 ) ​ Property, plant and equipment, net ​ ​ ​ ​ $ 147 ​ $ 1,294 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued expenses and other current liabilities ​ ​ ​ ​ $ 360 ​ $ 1,135 ​ Other long-term liabilities ​ ​ ​ ​ ​ ( 10 ) ​ ​ 348 ​ Total finance lease liabilities ​ ​ ​ ​ $ 350 ​ $ 1,483 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (in years): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ ​ ​ ​ 11.33 ​ ​ 9.51 ​ Finance leases ​ ​ ​ ​ ​ 0.53 ​ ​ 0.62 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average discount rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ ​ ​ ​ 3.90 % ​ 4.38 % Finance leases ​ ​ ​ ​ ​ 4.87 % ​ 4.73 % ​ Supplemental cash flow information related to leases was as follows (in thousands, unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ ​ ​ ​ ​ 2021 ​ 2020 ​ Cash paid for amounts included in measurement of liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ ​ ​ ​ $ 6,213 ​ $ 5,334 ​ Operating cash flows from finance leases ​ ​ ​ ​ ​ 41 ​ ​ 96 ​ Financing cash flows from finance leases ​ ​ ​ ​ ​ 1,130 ​ ​ 1,181 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ROU assets obtained in exchange for lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ ​ ​ $ 31,944 ​ $ 8,480 ​ ​ 74 Table of Contents Future lease payments for operating and finance leases as of September 30, 2021 were as follows for the subsequent five fiscal years and thereafter (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases ​ Finance Leases ​ Fiscal year ended September 30, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ ​ ​ ​ $ 7,030 ​ $ 358 ​ 2023 ​ ​ ​ ​ ​ 6,433 ​ ​ - ​ 2024 ​ ​ ​ ​ ​ 5,761 ​ ​ - ​ 2025 ​ ​ ​ ​ ​ 5,604 ​ ​ - ​ 2026 ​ ​ ​ ​ ​ 5,528 ​ ​ - ​ Thereafter ​ ​ ​ ​ ​ 33,005 ​ ​ - ​ Total future lease payments ​ ​ ​ ​ ​ 63,361 ​ ​ 358 ​ Less imputed interest ​ ​ ​ ​ ​ ( 13,019 ) ​ ​ ( 8 ) ​ Total lease liability balance ​ ​ ​ ​ $ 50,342 ​ $ 350 ​ ​ As of September 30, 2021, the Company has not entered into any significant leases that have not commenced yet. 8. Goodwill and Intangible Assets Goodwill represents the excess of net book value over the estimated fair value of net tangible and identifiable intangible assets of a reporting unit. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company elected April 1 st as its annual goodwill impairment assessment date. 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. If the Company determines, based on this assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying value, it performs a quantitative goodwill impairment test by comparing the reporting unit’s fair value with its carrying value. An impairment loss is recognized for the amount by which the reporting unit’s carrying value exceeds its fair value, up to the total amount of goodwill allocated to the reporting unit. No impairment loss is recognized if the fair value of the reporting exceeds its carrying value. The Company completed its annual goodwill impairment test as of April 1, 2021 for its six reporting units which three reporting units are within semiconductor automation discontinued operations. The three reporting units within the continuing operations include Life Sciences Products as the only reporting unit within the Life Sciences Products segment, and Sample Repository Solutions and Genomic Services within the Life Sciences Services segment. Based on the test results, the Company determined that no adjustment to goodwill was necessary. The Company conducted a qualitative assessment for the Life Science Products reporting unit and determined that it was more likely than not that its fair value was greater than its carrying value. As a result of the analysis, the Company did not perform the quantitative assessment for this reporting unit, and therefore, did not recognize any impairment losses. The Company performed the quantitative goodwill impairment test for the two reporting units within the Life Sciences Services segment. The Company determined that no adjustment to goodwill was necessary for these two reporting units. Both reporting units’ fair values significantly exceeded their respective book values. Immediately post to the annual goodwill impairment test, the Company combined two components within the Life Sciences Services operating segment, Sample Repository Solutions and Genomic Services components, into the Life Sciences Services reporting unit. The Company evaluated the aggregation criteria under ASC 350 for the two components and concluded that they exhibit similar economic characteristics and meet the aggregation criteria. Post to this aggregation, the Company has two reporting units which includes the Life Sciences Products and the Life Sciences Services reporting units. 75 Table of Contents The following table sets forth the changes in the carrying amount of goodwill by reportable segment since September 30, 2019 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brooks ​ Brooks ​ ​ ​ ​ ​ Life Sciences ​ Life Sciences ​ ​ ​ ​ ​ Products ​ Services ​ Total Balance, at September 30, 2019 ​ $ 101,957 ​ $ 338,798 ​ $ 440,755 Acquisitions and adjustments ​ 1,321 ​ 11,101 ​ 12,422 Balance, at September 30, 2020 ​ ​ 103,278 ​ ​ 349,899 ​ ​ 453,177 Acquisitions and adjustments ​ 6,860 ​ 9,319 ​ 16,179 Balance, at September 30, 2021 ​ $ 110,138 ​ $ 359,218 ​ $ 469,356 ​ During fiscal year 2021, the Company recorded a goodwill increase of $ 16.2 million primarily related to the acquisitions in fiscal year 2021 and the impact of foreign currency translation adjustments. The components of the Company’s identifiable intangible assets as of September 30, 2021 and 2020 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 ​ September 30, 2020 ​ ​ ​ ​ Accumulated ​ Net Book ​ ​ ​ Accumulated ​ Net Book ​ Cost Amortization Value Cost Amortization Value Patents ​ $ 1,242 ​ $ 1,002 ​ $ 240 ​ $ 1,235 ​ $ 798 ​ $ 437 Completed technology ​ 75,527 ​ 32,383 ​ 43,144 ​ 62,646 ​ 24,082 ​ 38,564 Trademarks and trade names ​ 424 ​ 33 ​ 391 ​ 25,569 ​ 9,122 ​ 16,447 Non-competition agreements ​ ​ 681 ​ ​ 249 ​ ​ 432 ​ ​ — ​ ​ — ​ ​ — Customer relationships ​ 253,486 ​ 111,159 ​ 142,327 ​ 241,630 ​ 84,758 ​ 156,872 Other intangibles ​ ​ 246 ​ ​ 246 ​ ​ — ​ ​ 245 ​ ​ 242 ​ ​ 3 ​ ​ $ 331,606 ​ $ 145,072 ​ $ 186,534 ​ $ 331,325 ​ $ 119,002 ​ $ 212,323 ​ Amortization expense for intangible assets was $ 37.4 million, $ 35.4 million and $ 27.3 million, respectively, for the fiscal years ended September 30, 2021, 2020 and 2019. During the fourth quarter of fiscal year 2021, the Company announced that its life sciences business comprised of the Life Sciences Services and Life Sciences Products segments will be rebranded under a single, unified life sciences brand, Azenta Life Sciences, or Azenta, during the first half of fiscal year 2022. The Company has concluded that the abandoned tradenames for these businesses as a result of the rebranding are fully impaired in the fiscal fourth quarter of 2021 and has recorded a $ 13.4 million charge for the tradename impairment loss. The impairment loss is included in the “Selling, general and administrative expense” in the Consolidated Statements of Operations. Estimated future amortization expense for the intangible assets as of September 30, 2021 is as follows (in thousands): ​ ​ ​ ​ ​ Fiscal year ended September 30, ​ 2022 ​ $ 32,118 2023 ​ 30,845 2024 ​ 27,334 2025 ​ 22,573 2026 ​ 19,435 Thereafter ​ 54,229 ​ ​ $ 186,534 ​ ​ ​ 76 Table of Contents 9. Supplementary Balance Sheet Information The following is a summary of accounts receivable at September 30, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2021 2020 Accounts receivable ​ $ 124,195 ​ $ 101,937 Less allowance for expected credit losses ​ ( 4,318 ) ​ ( 7,146 ) Accounts receivable, net ​ $ 119,877 ​ $ 94,791 ​ The allowance for expected credit losses for the fiscal years ended September 30, 2021, 2020 and 2019 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ ​ ​ Reversals of ​ Balance at ​ ​ Beginning of ​ ​ ​ ​ Bad Debt ​ End of Description Period Provisions Expense Period 2021 Allowance for expected credit losses ​ $ 7,146 ​ $ 3,445 ​ $ ( 6,273 ) ​ $ 4,318 2020 Allowance for expected credit losses ​ 3,548 ​ ​ 4,600 ​ ​ ( 1,002 ) ​ ​ 7,146 2019 Allowance for expected credit losses ​ 463 ​ 3,327 ​ ​ ( 242 ) ​ 3,548 ​ The following is a summary of inventories at September 30, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2021 2020 Inventories ​ ​ Raw materials and purchased parts ​ $ 27,644 ​ $ 17,991 Work-in-process ​ 4,787 ​ 3,315 Finished goods ​ 27,967 ​ 15,819 Total inventories ​ $ 60,398 ​ $ 37,125 ​ The activity for excess and obsolete inventory reserves is as follows for the fiscal years ended September 30, 2021, 2020 and 2019 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ ​ ​ Inventory ​ Balance at ​ ​ Beginning of ​ ​ ​ ​ Disposals and ​ End of Description Period ​ Provisions Adjustments Period 2021 Reserves for excess and obsolete inventory ​ $ 3,136 $ 1,522 ​ $ ( 977 ) ​ $ 3,681 2020 Reserves for excess and obsolete inventory ​ ​ 3,157 ​ 1,515 ​ ​ ( 1,536 ) ​ ​ 3,136 2019 Reserves for excess and obsolete inventory ​ 3,421 ​ 1,815 ​ ​ ( 2,079 ) ​ ​ 3,157 ​ The activity for valuation allowance for deferred tax assets is as follows for the fiscal years ended September 30, 2021, 2020 and 2019 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ ​ ​ ​ ​ Balance at ​ ​ Beginning of ​ Charged to ​ Charged to ​ End of Description Period Income Tax Benefit Other Accounts Period 2021 Valuation allowance for deferred tax assets ​ $ 10,623 ​ $ ( 3,247 ) ​ $ 1,216 ​ $ 8,592 2020 Valuation allowance for deferred tax assets ​ 12,843 ​ ​ ( 2,514 ) ​ ​ 294 ​ ​ 10,623 2019 Valuation allowance for deferred tax assets ​ 14,613 ​ ​ ( 1,834 ) ​ ​ 64 ​ ​ 12,843 ​ The Company establishes reserves for estimated cost of product warranties based on historical information. Product warranty reserves are recorded at the time product revenue is recognized, and retrofit accruals are recorded at the time retrofit programs are established. 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 77 Table of Contents delivered to the Company. The following is a summary of product warranty and retrofit activity on a gross basis for the fiscal years ended September 30, 2021, 2020 and 2019 (in thousands): ​ ​ ​ ​ ​ ​ Amount Balance at September 30, 2018 ​ $ 2,561 Accruals for warranties during the year ​ 2,014 Costs incurred during the year ​ ( 2,261 ) Balance at September 30, 2019 ​ 2,314 Accruals for warranties during the year ​ 2,779 Costs incurred during the year ​ ( 2,882 ) Balance at September 30, 2020 ​ 2,211 Accruals for warranties during the year ​ 2,300 Costs incurred during the year ​ ( 2,181 ) Balance at September 30, 2021 ​ $ 2,330 ​ 10. Line of Credit The Company maintains a revolving line of credit under a credit agreement with Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A. that provides for a revolving credit facility of up to $ 75.0 million, subject to borrowing base availability, as defined in the credit agreement. The line of credit matures on October 4, 2022 and expires no less than 90 days prior to the term loan expiration discussed below. 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”). 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. 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. 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. 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. (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. 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, 2021 and September 30, 2020. 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. Deferred financing costs were $ 0.1 million and $ 0.2 million, respectively, at September 30, 2021 and September 30, 2020. The line of credit contains certain customary representations and warranties, a financial covenant and affirmative and negative covenants as well as events of default. The Company was in compliance with the line of credit covenants as of September 30, 2021 and September 30, 2020. 11. Debt Term Loans On October 4, 2017, the Company entered into a $ 200.0 million term loan with the lenders pursuant to the terms of a credit agreement. The term loan was issued at $ 197.6 million, or 98.8 % of its par value, resulting in a discount of $ 2.4 million, or 1.2 %, which represented loan origination fees paid at the closing. 78 Table of Contents On November 15, 2018, the Company entered into an incremental amendment (the “First Amendment”) to the existing credit agreement. Under the First Amendment, the Company obtained an incremental term loan in an aggregate principal amount of $ 350.0 million. The proceeds of the incremental term loan were used to finance a portion of the purchase price for the Company’s acquisition of GENEWIZ. The incremental term loan was issued at $ 340.5 million, or 97.3 % of its par value, resulting in a discount of $ 9.5 million, or 2.7 %, which represented financing cost of the incremental term loan. Except as provided in the First Amendment, the incremental term loan was subject to the same terms and conditions as set forth in the existing credit agreement. On February 15, 2019, the Company entered into the second amendment to the credit agreement (the “Second Amendment”) and syndicated the incremental term loan to a group of new lenders which met the criteria of a debt extinguishment. The Company wrote off the carrying value of the incremental term loan of $ 340.1 million as of February 15, 2019 and recorded the syndicated incremental term loan at its present value for $ 349.1 million and a loss on debt extinguishment for $ 9.1 million. The syndicated incremental term loan was issued at $ 345.2 million, or 98.9 % of its par value resulting in a discount of $ 4.0 million which represented financing costs which are presented as a reduction of the incremental term loan principal balance and was accreted over the life of the incremental term loan. Except as provided in the Second Amendment with respect to an increase of the applicable interest rates, the syndicated incremental term loan was subject to the same terms and conditions as the initial incremental term loan. On July 1, 2019, the Company completed the sale of its semiconductor cryogenics business and used $ 348.3 million of the proceeds from the Disposition to extinguish the outstanding balance of the incremental term loan. In addition, the Company used $ 147.0 million of the proceeds from the Disposition to extinguish a portion of the outstanding balance of the term loan. The Company recorded a loss on debt extinguishment of $ 5.2 million for the two term loans. The Company’s obligations under the term loan are also guaranteed by Brooks Life Sciences, Inc. (fka BioStorage Technologies, Inc.) as the guarantor, subject to the terms and conditions of the credit agreement. The Company and the guarantor granted the lenders a perfected first priority security interest in substantially all of the assets of the Company and the guarantor to secure the repayment of the term loan. The loan principal amount under the credit agreement may be increased by an aggregate amount equal to $ 75.0 million plus any voluntary repayments of the term loans plus any additional amount such that the secured leverage ratio of the Company is less than 3.00 to 1.00. 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. 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. 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. Such prepayments are equal to 50 % of the preceding year excess cash flow amount reduced by voluntary prepayments of the term loan, subject to certain limitations. The deferred financing costs are accreted over the term of the loan using the effective interest rate method and are included in “Interest expense” in the accompanying Consolidated Statements of Operations. At September 30, 2021, deferred financing costs were $ 0.3 million. The credit agreement contains certain customary representations and warranties, covenants and events of default. If any of the events of default occur and are not waived or cured within applicable grace periods, any unpaid amounts under the credit agreement will bear an annual interest rate at 2.00 % above the rate otherwise applicable under the terms and conditions of such agreement. The credit agreement does not contain financial maintenance covenants. As of September 30, 2021, the Company was in compliance with all covenants and conditions under the credit agreement. In connection with the GENEWIZ acquisition, the Company assumed three five-year term loans for a total of $ 3.3 million and two one-year short term loans for a total of $ 3.2 million. The three five-year term loans were initiated during 79 Table of Contents 2016 and matured in 2021. The principal payments are payable in eight installments equal to 12.5 % of the initial principal amount of the term loans on December 14th and June 14th of each year. The three five-year term loans were secured by GENEWIZ to fund equipment procurement and new building related payments and the interest rates were equal to the LIBOR plus 3.1 %. The two one-year term loans were secured by GENEWIZ to fund operations. Both of the one-year term loans were initiated in 2018 and matured in 2019. The interest rates of these two loans were 4.56 % and 4.35 %. There are no deferred financing costs related to either the five-year term loans or the one-year term loans. Both of the two one-year short term loans matured and were repaid in full during fiscal year 2019. The three five-year term loans matured and were repaid in full during fiscal year 2021. During the year ended September 30, 2021, the weighted average stated interest rate paid on all outstanding debt was 2.8 %. During the year ended September 30, 2021, the Company incurred aggregate interest expense of $ 1.7 million in connection with the borrowings, including $ 0.2 million of deferred financing costs amortization. As of September 30, 2021, estimated fair value of the term loan outstanding principal balance approximates its carrying value. 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. The following are the future minimum principal payment obligations under all of the Company’s outstanding debt as of September 30, 2021 (in thousands): ​ ​ ​ ​ ​ Amount Fiscal year ended September 30, ​ ​ ​ 2022 ​ $ — 2023 ​ ​ — 2024 ​ ​ — 2025 ​ ​ 50,000 Total outstanding principal balance ​ ​ 50,000 Unamortized deferred financing costs ​ ​ ( 323 ) ​ ​ ​ 49,677 Current portion of long-term debt ​ ​ — Non-current portion of long-term debt ​ $ 49,677 ​ ​ 12. Income Taxes The components of the income tax provision (benefit) from continuing operations for the fiscal years are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2021 2020 2019 Current income tax provision (benefit): ​ ​ ​ Federal ​ $ ( 14,247 ) ​ $ 661 ​ $ 543 State ​ ( 867 ) ​ 375 ​ 360 Foreign ​ 15,484 ​ 3,721 ​ 3,045 Total current income tax provision ​ 370 ​ 4,757 ​ 3,948 Deferred income tax provision (benefit): ​ ​ ​ Federal ​ ( 11,469 ) ​ ( 11,833 ) ​ ( 16,071 ) State ​ ( 2,283 ) ​ ( 1,976 ) ​ ( 5,503 ) Foreign ​ ( 6,718 ) ​ ( 4,878 ) ​ ( 5,204 ) Total deferred income tax benefit ​ ( 20,470 ) ​ ( 18,687 ) ​ ( 26,778 ) Income tax benefit ​ $ ( 20,100 ) ​ $ ( 13,930 ) ​ $ ( 22,830 ) ​ 80 Table of Contents The components of income (loss) from continuing operations before income taxes for the fiscal years are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2021 2020 2019 Domestic ​ $ ( 88,763 ) ​ $ ( 48,932 ) ​ $ ( 85,639 ) Foreign ​ 39,794 ​ 8,640 ​ 1,682 Income before income taxes ​ $ ( 48,969 ) ​ $ ( 40,292 ) ​ $ ( 83,957 ) ​ The differences between the income tax provision (benefit) on income (loss) from continuing operations and income taxes computed using the applicable U.S. statutory federal tax rates for the fiscal years ended September 30, 2021, 2020 and 2019 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2021 2020 2019 Income tax benefit computed at federal statutory rate ​ $ ( 10,284 ) ​ $ ( 8,461 ) ​ $ ( 17,631 ) State income taxes, net of federal benefit ​ ( 1,005 ) ​ ( 1,557 ) ​ ( 3,856 ) Foreign income taxed at different rates ​ ( 2,594 ) ​ ( 1,786 ) ​ ( 1,408 ) Impact of investments in subsidiaries ​ 7,128 ​ 289 ​ ( 536 ) Change in deferred tax asset valuation allowance ​ ( 3,247 ) ​ ( 2,514 ) ​ ( 1,834 ) Impact of change in uncertain tax positions ​ ( 10,607 ) ​ 1,144 ​ 720 Global intangible low taxed income, net of foreign tax credits ​ ​ 4,051 ​ ​ 2,815 ​ ​ 393 Impact of tax rate changes ​ ​ 165 ​ ​ ( 185 ) ​ ​ ( 1,440 ) Compensation ​ 462 ​ ( 2,302 ) ​ ( 165 ) Tax credits ​ ( 4,050 ) ​ ( 676 ) ​ ( 689 ) Merger costs ​ 20 ​ 37 ​ 593 Other taxes ​ ​ 468 ​ ​ 398 ​ ​ 432 Transition tax and other true-ups ​ ​ — ​ ​ ( 520 ) ​ ​ 2,909 Research and development expense deduction ​ ​ ( 730 ) ​ ​ ( 547 ) ​ ​ ( 447 ) Other ​ 123 ​ ( 65 ) ​ 129 Income tax provision (benefit) ​ $ ( 20,100 ) ​ $ ( 13,930 ) ​ $ ( 22,830 ) ​ The Company provided immaterial deferred income taxes, which includes all related income taxes and foreign withholding taxes on the outside basis differences of its held for sale foreign subsidiaries. The Company repatriated foreign cash during the fourth quarter from the subsidiaries included in the assets held for sale and incurred $ 4.1 million of tax expense, net of foreign tax credits. Any future repatriations are not expected to have a material impact to the Company. The deferred income taxes on the outside basis differences are not material because the path to disposal of these legal entities will primarily be treated as sales of assets. The Company has not provided deferred income taxes on the outside basis differences of its foreign subsidiaries which are not held for sale and part of the continuing operations business. For continuing operations the Company maintains its general assertion of indefinite reinvestment as of September 30, 2021. The foreign earnings are expected to be reinvested in foreign operations and acquisitions. Unremitted foreign earnings total approximately $ 229 million. 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. 81 Table of Contents The significant components of the net deferred tax assets and liabilities as of September 30, 2021 and 2020 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2021 2020 Accruals and reserves not currently deductible ​ $ 17,272 ​ $ 15,761 Federal, state and foreign tax credits ​ 4,350 ​ 5,627 Other assets ​ 502 ​ 1,175 Equity compensation ​ ​ 5,872 ​ ​ 4,115 Net operating loss carryforwards ​ 9,693 ​ 12,583 Lease liabilities ​ ​ 12,958 ​ ​ 6,508 Mergers ​ ​ 7,239 ​ ​ 140 Deferred revenue ​ ​ 3,258 ​ ​ 3,359 Inventory reserves and valuation ​ 6,946 ​ 6,442 Deferred tax assets ​ 68,090 ​ 55,710 Depreciation and intangible amortization ​ ( 50,181 ) ​ ( 53,474 ) Right-of-use assets ​ ​ ( 12,683 ) ​ ​ ( 6,522 ) Other liabilities ​ ​ ( 1,883 ) ​ ​ ( 464 ) Deferred tax liabilities ​ ( 64,747 ) ​ ( 60,460 ) Valuation allowance ​ ( 8,592 ) ​ ( 10,623 ) Net deferred tax asset (liability) ​ $ ( 5,249 ) ​ $ ( 15,373 ) ​ Not included in the net deferred tax asset (liability) shown above are long-term assets held for sale of $ 3.2 million and long-term liabilities held for sale of $ 6.5 million as of September 30, 2021. Not included in the net deferred tax asset (liability) shown above are long-term assets held for sale of $ 1.1 million and long-term liabilities held for sale of $ 0.1 million as of September 30, 2020. The deferred tax assets on the balance sheets for September 30, 2021 and 2020 also include $ 2.3 million and $ 1.6 million deferred tax charge related to the company’s intercompany profit elimination, respectively. ASC Topic 740 requires that all available evidence, both positive and negative, be considered in determining, based on the weight of that evidence, whether a valuation allowance is needed. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, (a) the more positive evidence is necessary and (b) the more difficult it is to support a conclusion that a valuation allowance is not needed for some portion or the entire deferred tax asset. A cumulative loss in recent years is considered a significant piece of negative evidence that is difficult to overcome in assessing the need for a valuation allowance. The Company evaluates the realizability of its deferred tax assets by tax-paying component and assesses the need for a valuation allowance on an annual and quarterly basis. The Company evaluates the profitability of each tax-paying component on a historic cumulative basis and a forward-looking basis in the course of performing this analysis. After evaluating all the relevant positive and negative evidence, the Company reduced its valuation allowance against certain foreign net deferred tax assets resulting in a tax benefit of $ 2.0 million in fiscal year 2021. The Company continued to hold a U.S. valuation allowance related to the realizability of certain state tax credits and net operating loss carry-forwards. The Company also maintains valuation allowances against net deferred tax assets in certain foreign tax-paying components as of the end of fiscal year 2021. As of September 30, 2021, the Company has federal, state and foreign net operating loss carry-forwards of approximately $ 2.3 million, $ 133.4 million and $ 19.6 million, respectively. The federal net operating loss carry-forwards expire at various dates through 2030. As of September 30, 2021, the Company had federal research and development tax credit carry-forwards of $ 0.3 million. These credit carry-forwards will expire in 2041. The Company has federal foreign tax credit carry-forwards of $ 0.7 million. These credit carry-forwards will expire at various dates beginning in 2027 through 2031. The Company 82 Table of Contents also has $ 5.5 million of state credits which begin to expire in 2034, while some of these credits have an unlimited carryover period. During the fiscal year 2018, the Tax Cuts and Jobs Act (“Tax Reform”) was enacted in the United States, making significant tax law changes affecting the Company. In accordance with international tax reform regulations, the Company recorded a toll charge in the United States. on its previously untaxed accumulated foreign earnings. The Company recorded a tax impact of $ 8.0 million, net of foreign tax credits, related to the toll charge during the fiscal year ended September 30, 2018. The Company completed final calculations in accordance with Staff Accounting Bulletin No.118 during the first quarter of fiscal year 2019 and recorded a reduction in the toll charge of $ 1.1 million. During the third quarter of fiscal year 2019, the U.S. government issued final regulations that clarified certain rules related to the toll charge that impacted fiscal year taxpayers. As a result of this clarification, the Company recorded an increase to the toll charge of $ 4.1 million. After all adjustments had been recorded, the Company realized a toll charge of $ 11.0 million, net of foreign tax credits. 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. 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. 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. Limitations on current year use of net operating loss carryovers have also been recorded in the tax provision. The Company maintains liabilities for unrecognized tax benefits. These liabilities involve judgment and estimation, and they are monitored based on the best information available. A reconciliation of the beginning and ending amount of the consolidated liability for unrecognized income tax benefits during the fiscal years ended September 30, 2021, 2020 and 2019 is as follows (in thousands): ​ ​ ​ ​ ​ ​ Total Balance at September 30, 2018 ​ $ 2,655 Additions for tax positions in current year ​ ​ 873 Additions for tax positions in prior year ​ 13,400 Reductions from lapses in statutes of limitations ​ ​ ( 68 ) Balance at September 30, 2019 ​ 16,860 Additions for tax positions in current year ​ 448 Reductions from lapses in statutes of limitations ​ ​ ( 586 ) Balance at September 30, 2020 ​ 16,722 Reductions from lapses in statutes of limitations ​ ( 14,716 ) Balance at September 30, 2021 ​ $ 2,006 ​ All of the unrecognized tax benefits for the fiscal year ended September 30, 2021 would impact the effective tax rate if recognized. Not included in the September 30, 2021 balance shown above is a liability of $ 2.3 million which is presented as a long-term liability held for sale on the Company’s consolidated balance sheets. 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 $ 1.1 million, respectively, was recognized for the fiscal years ended September 30, 2021, 2020 and 2019. In fiscal year 2019, the Company recorded $ 13.4 million of unrecognized tax benefits with the acquisition of GENEWIZ. All unrecognized tax benefits recorded with the acquisition of GENEWIZ were part of an indemnification agreement with the sellers. This unrecognized tax position was reversed in fiscal year 2021 due to the expiration of its statute of limitations. The corresponding indemnification asset was also written off during the year as a component of other expenses. The Company is subject to U.S. 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. 83 Table of Contents In the normal course of business, the Company is subject to income tax audits in various global jurisdictions in which it operates. The years subject to examination vary for the U.S. and international jurisdictions, with the earliest tax year being 2013. Based on the outcome of these examinations or the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in the Company’s Consolidated Balance Sheets. The Company currently anticipates that it is reasonably possible that the unrecognized tax benefits and accrued interest on those benefits will be reduced by $ 0.4 million in the next 12 months due to statute of limitations expirations. 13. Derivative Instruments The Company has transactions and balances denominated in currencies other than the U.S. dollar. Most of these transactions or balances are denominated in Euros, British Pounds and a variety of Asian currencies. These transactions and balances, including short-term advances between the Company and its subsidiaries, subject the Company’s operations to exposure from exchange rate fluctuations. The impact of currency exchange rate movement can be positive or negative in any period. The Company mitigates the impact of potential currency transaction gains and losses on short-term intercompany advances through timely settlement of each transaction, generally within 30 days. The Company also enters into foreign exchange contracts to reduce its exposure to currency fluctuations. Under forward contract arrangements, the Company typically agrees to purchase a fixed amount of one currency in exchange for a fixed amount of another currency on specified dates with maturities of three months or less. These transactions do not qualify for hedge accounting. Net gains and losses related to these contracts are recorded as a component of "Other expenses, net" in the accompanying Consolidated Statements of Operations and are as follows for the fiscal years ended September 30, 2021, 2020 and 2019 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended September 30, ​ 2021 2020 2019 Realized (losses) gains on derivatives not designated as hedging instruments ​ $ ( 7,781 ) ​ $ ( 2,671 ) ​ $ 3,656 ​ The fair value of derivative instruments are as follows at September 30, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value of Assets ​ ​ Fair Value of Liabilities As of September 30, ​ 2021 ​ ​ 2020 ​ ​ 2021 ​ ​ 2020 Derivatives not designated as hedging instruments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign exchange contracts $ 153 ​ $ 370 ​ $ ( 165 ) ​ $ ( 238 ) Total $ 153 ​ $ 370 ​ $ ( 165 ) ​ $ ( 238 ) ​ The fair values of the forward contracts described above are recorded in the Company’s accompanying Consolidated Balance Sheets as "Prepaid expenses and other current assets" and "Accrued expenses and other current liabilities". 14. Stockholders’ Equity Preferred Stock Total number of shares of preferred stock authorized for issuance was 1,000,000 shares at September 30, 2021 and 2020, respectively. Preferred stock has a par value of $ 0.01 per share and may be issued at the discretion of the Board of Directors without stockholder approval with such designations, rights and preferences as the Board of Directors may determine. There were no shares of preferred stock issued or outstanding at September 30, 2021 or 2020, respectively. 84 Table of Contents Accumulated Other Comprehensive Income The following is a summary of the components of accumulated other comprehensive income, net of tax, at September 30, 2021, 2020 and 2019 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ ​ ​ ​ ​ ​ Gains (Losses) ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ on Available- ​ Pension ​ ​ ​ ​ Translation ​ for-Sale ​ Liability ​ ​ ​ ​ Adjustments ​ Securities ​ Adjustments ​ Total Balance at September 30, 2018 ​ $ 13,517 ​ $ ( 112 ) ​ $ 182 ​ $ 13,587 Other comprehensive income (loss) before reclassifications ​ ( 9,333 ) ​ 244 ​ ( 882 ) ​ ( 9,971 ) Amounts reclassified from accumulated other comprehensive income ​ — ​ ( 140 ) ​ 35 ​ ( 105 ) Balance at September 30, 2019 ​ 4,184 ​ ( 8 ) ​ ( 665 ) ​ 3,511 Other comprehensive income (loss) before reclassifications ​ 18,877 ​ 5 ​ ( 503 ) ​ 18,379 Amounts reclassified from accumulated other comprehensive income ​ — ​ 2 ​ 27 ​ 29 Balance at September 30, 2020 ​ 23,061 ​ ​ ( 1 ) ​ ​ ( 1,141 ) ​ 21,919 Other comprehensive income (loss) before reclassifications ​ ( 2,922 ) ​ — ​ 333 ​ ( 2,589 ) Amounts reclassified from accumulated other comprehensive income ​ — ​ — ​ 21 ​ 21 Balance at September 30, 2021 ​ $ 20,139 ​ $ ( 1 ) ​ $ ( 787 ) ​ $ 19,351 ​ Unrealized net holding gains (losses) on available-for-sale marketable securities are reclassified from accumulated other comprehensive income into results of operations at the time of the securities’ sale, as described in Note 5, “Marketable Securities.” Gains (losses) related to defined benefit pension plan settlements are reclassified from accumulated other comprehensive income into results of operations at the time of the settlement. Defined benefit pension plan curtailments are recognized as reclassifications from accumulated other comprehensive income and corresponding reductions in pension liabilities and net pension cost. 15. Equity Incentive Plans The Company’s equity incentive plans are intended to attract and retain employees and provide an incentive for them to contribute to the Company’s long-term growth and achievement of its long-range performance goals. The equity incentive plans consist of plans under which employees may be granted options to purchase shares of the Company’s stock, restricted stock and other equity incentives. Restricted stock awards generally have a three-year vesting period. At September 30, 2021, a total of 2,454,331 shares were reserved and available for future grant under the equity incentive plans. 2020 Equity Incentive Plan In accordance with the 2020 Equity Incentive Plan (the “2020 Plan”), the Company may grant (i) restricted stock and other stock-based awards, (ii) nonqualified stock options, and (iii) options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code. All employees of the Company or any affiliate of the Company, independent directors, consultants and advisors are eligible to participate in the 2020 Plan. The 2020 Plan provides for the issuance of an aggregate of 2,800,000 shares of common stock, including 2,500,000 shares reserved for issuance pursuant to the 2020 Plan, and up to 300,000 additional shares which may be issued pursuant to the 2020 Plan if outstanding awards granted under the 2000 Plan or the 2015 Plan are forfeited, expire or are cancelled. 85 Table of Contents Restricted Stock Unit Activity The following table summarizes restricted stock unit activity for the fiscal year ended September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant-Date ​ ​ Shares ​ Fair Value Outstanding at September 30, 2020 1,183,009 ​ $ 36.10 Granted 349,930 ​ ​ 71.97 Vested ( 408,696 ) ​ ​ 35.98 Forfeited ( 35,591 ) ​ ​ 45.82 Outstanding at September 30, 2021 1,088,652 ​ ​ 47.35 ​ The weighted average grant date fair value of restricted stock units granted during fiscal years 2021, 2020 and 2019 was $ 71.97 , $ 46.52 and $ 30.47 per share, respectively. The fair value of restricted stock units vested during fiscal years 2021, 2020 and 2019 was $ 28.4 million, $ 41.7 million and $ 34.8 million, respectively. During fiscal years 2021, 2020 and 2019, the Company remitted $ 9.8 million, $ 24.1 million and $ 15.3 million, respectively, collected from employees to satisfy their tax obligations as a result of share issuances. As of September 30, 2021, the future unrecognized stock-based compensation expense related to restricted stock units expected to vest is $ 28.5 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. 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, 2021, 2020 and 2019: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time-Based Stock Performance- ​ ​ Total Units ​ Units ​ Grants ​ Based Units Year ended September 30, 2021 349,930 166,570 14,713 168,647 Year ended September 30, 2020 412,036 163,390 27,076 221,570 Year ended September 30, 2019 792,315 330,006 38,920 423,389 ​ Among the total restricted stock units granted, 98,783 , 119,978 , and 196,935 shares, respectively, were granted to the employees who belong to the discontinued operations in the year ended September 30, 2021, 2020 and 2019. As of September 30, 2021, 285,570 shares granted to these employees were not vested and expected to be vested upon the closing of the sale. Time-Based Restricted Stock Unit Grants Restricted stock units granted with a required service period typically have three-year vesting schedules in which one -third of awards vest at the first anniversary of the grant date, one -third vest at the second anniversary of the grant date and one -third vest at the third anniversary of the grant date, subject to the award holders meeting service requirements. Stock-Based Awards – Board of Directors The stock-based 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. Stock awards granted during fiscal years 2021, 2020 and 2019 were vested upon issuance. 86 Table of Contents 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 a member of the Board of Directors. Annual deferred restricted stock units granted during fiscal years 2021, 2020 and 2019 vested upon issuance. Performance-Based Restricted Stock Unit Grants Performance-based restricted stock units are earned based on the achievement of performance criteria established by the Human Resources and Compensation Committee and approved by the Board of Directors. The criteria for performance-based awards are weighted and have threshold, target and maximum performance goals. Performance-based awards granted in fiscal year 2021, 2020 and 2019 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. 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. Around the third anniversary of each year’s awards’ grant date, the Company’s Board of Directors determines the number of units earned for participants who continue to meet the service requirements on the vest date. Employee Stock Purchase Plan The Company maintains an employee stock purchase plan that allows its employees to purchase shares of common stock at a price equal to 85 % of the fair market value of the Company’s stock at the beginning or the end of the semi-annual period, whichever is lower. On February 8, 2017, the stockholders approved the 2017 Employee Stock Purchase Plan (the “2017 Plan”). The 2017 Plan allows for purchases by employees of up to 1,250,000 shares of the Company’s common stock. As of September 30, 2021, 752,171 shares of common stock remain available for purchase under the 2017 Plan. During the fiscal year ended September 30, 2021 and 2020, the Company issued 106,516 shares and 133,597 shares, respectively, under the 2017 Plan. 87 Table of Contents 16. Earnings per Share The calculations of basic and diluted net income (loss) per share and basic and diluted weighted average shares outstanding are as follows for the fiscal years ended September 30, 2021, 2020 and 2019 (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2021 2020 2019 Loss from continuing operations ​ $ ( 28,869 ) ​ $ ( 26,362 ) ​ $ ( 61,127 ) Income from discontinued operations, net of tax ​ 139,616 ​ 91,215 ​ 498,543 Net income ​ ​ 110,747 ​ ​ 64,853 ​ ​ 437,416 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding used in computing basic earnings per share ​ 74,229 ​ 73,557 ​ 71,992 Dilutive restricted stock units ​ 226 ​ 293 ​ 394 Weighted average common shares outstanding used in computing diluted earnings per share ​ 74,455 ​ 73,850 ​ 72,386 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic net income per share: ​ ​ ​ Loss from continuing operations ​ $ ( 0.39 ) ​ $ ( 0.36 ) ​ $ ( 0.85 ) Income from discontinued operations, net of tax ​ 1.88 ​ 1.24 ​ 6.92 Basic net income per share ​ $ 1.49 ​ $ 0.88 ​ $ 6.08 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted net income per share: ​ ​ ​ Loss from continuing operations ​ $ ( 0.39 ) ​ $ ( 0.36 ) ​ $ ( 0.84 ) Income from discontinued operations, net of tax ​ 1.88 ​ 1.24 ​ 6.89 Diluted net income per share ​ $ 1.49 ​ $ 0.88 ​ $ 6.04 Dividend declared per share ​ $ 0.40 ​ $ 0.40 ​ $ 0.40 ​ Restricted stock units of 24,012 , 16,695 and 9,439 , respectively, during fiscal year 2021, 2020 and 2019 were excluded from the computation of diluted earnings per share as their effect would be anti-dilutive based on the treasury stock method. 17. Revenue from Contracts with Customers Disaggregated Revenue 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. The following is revenue by significant business line for the fiscal years ended September 30, 2021, 2020 and 2019 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended September 30, ​ ​ ​ ​ 2021 ​ ​ 2020 ​ 2019 Significant Business Line ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brooks Life Sciences Products ​ ​ ​ $ 199,606 ​ $ 129,759 ​ $ 119,020 Sample Repository Solutions ​ ​ ​ ​ 93,429 ​ ​ 92,332 ​ ​ 88,896 Genomic Services ​ ​ ​ ​ 220,668 ​ ​ 166,446 ​ ​ 126,263 Total ​ ​ ​ $ 513,703 ​ $ 388,537 ​ $ 334,179 ​ Contract Balances Accounts Receivable, Net. Accounts receivable represent rights to consideration in exchange for products or services that have been transferred by the Company, when payment is unconditional and only the passage of time is required 88 Table of Contents before payment is due. Accounts receivable do not bear interest and are recorded at the invoiced amount. The Company maintains an allowance for expected credit losses representing its best estimate of probable credit losses related to its existing accounts receivable and their net realizable value. The Company determines the allowance for expected credit losses based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends and historical experience. Accounts receivable, net were $ 119.9 million and $ 94.8 million at September 30, 2021 and September 30, 2020, 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. These amounts typically relate to contracts where the right to invoice 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. Contract asset balances which are included within “Prepaid expenses and other current assets” on the Company’s Consolidated Balance Sheet, were $ 15.3 million and $ 14.8 million at September 30, 2021 and September 30, 2020, respectively. Contract Liabilities. Contract liabilities represent the Company’s obligation to transfer products or services to a customer for which consideration has been received, or for which an amount of consideration is due from the customer. Contract assets and liabilities are reported on a net basis at the contract level, depending on the contracts position at the end of each reporting period. Contract liabilities are included within “Deferred revenue” on the Company’s Consolidated Balance Sheet. Contract liabilities were $ 25.7 million and $ 25.8 million at September 30, 2021 and September 30, 2020, respectively. Revenue recognized from the contract liability balance at September 30, 2020 was $ 24.6 million for the year ended September 30, 2021. Remaining Performance Obligations. Remaining performance obligations represent the transaction price of unsatisfied or partially satisfied performance obligations within contracts with an original expected contract term that is greater than one year and for which fulfillment of the contract has started as of the end of the reporting period. The aggregate amount of transaction consideration allocated to remaining performance obligations as of September 30, 2021 was $ 50.5 million. The following table summarizes when the Company expects to recognize the remaining performance obligations as revenue, the Company will recognize revenue associated with these performance obligations as transfer of control occurs (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, 2021 ​ ​ ​ ​ ​ Less than 1 Year ​ Greater than 1 Year ​ Total Remaining Performance Obligations ​ ​ ​ ​ $ 33,552 ​ $ 16,915 ​ $ 50,467 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost to Obtain and Fulfill a Contract The Company capitalizes sales commissions when incurred if they are (i) incremental costs of obtaining a contract, (ii) expected to be recovered and (iii) have an expected amortization period that is greater than one year. Incremental costs associated with obtaining a contract were capitalized and have been classified as deferred commissions within the Company’s Consolidated Balance Sheet. These amounts 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, 2021 as the amount of sales commissions that qualified for capitalization during the reporting period was insignificant. Sales commissions incurred during the reporting period have been expensed as incurred. These costs are recorded within “Selling, general, and administration expenses” in the Consolidated Statements of Operations. The Company has concluded that none of its costs incurred in fulfillment of customer contracts meet the capitalization criteria. The Company will account for shipping and handling activities as fulfillment activities and recognize the associated expense when transfer of control of the product has transferred to the customer. 89 Table of Contents 18. Significant Customers No customers accounted for more than 10% of the Company’s consolidated continuing operations revenue during the fiscal years ended September 30, 2021, 2020 and 2019. No customers accounted for more than 10% of the Company’s total receivables during the fiscal year ended September 30, 2021 and 2020. 19. Segment and Geographic Information Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and to assess performance. The Company’s Chief Executive Officer is the Company’s chief operating decision maker. The Company operates in two reportable segments: the Life Sciences Products segment and the Life Sciences Services segment. These reportable segments also represent the Company’s operating segments. The Company previously operated in three reportable segments: the Brooks Semiconductor Solutions Group segment, the Life Sciences Products segment, and the Life Sciences Services segment. As discussed in Note 3, “Discontinued Operations”, our Brooks Semiconductor Solutions Group reportable segment has been classified as a discontinued operation. Historical information has been adjusted to reflect the new reportable segments. The 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. The segment’s product offerings include automated cold storage systems, cryogenic storage systems, consumables and instruments and the associated services business for these products. The 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. The segment’s service offerings include sample storage, genomic sequencing, gene synthesis, laboratory processing services, laboratory analysis, biospecimen procurement services and other support services which are provided to a wide range of life science customers, including pharmaceutical companies, biotechnology companies, biorepositories and research institutes. 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. 90 Table of Contents The following is the summary of the financial information for the Company’s reportable segments for the fiscal years ended September 30, 2021, 2020 and 2019 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ ​ 2021 ​ 2020 ​ 2019 Revenue: ​ ​ ​ Brooks Life Sciences Products ​ $ 199,606 ​ $ 129,759 ​ $ 119,020 Brooks Life Sciences Services ​ 314,097 ​ 258,778 ​ 215,159 Total revenue ​ $ 513,703 ​ $ 388,537 ​ $ 334,179 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income: ​ ​ ​ ​ ​ ​ ​ ​ Brooks Life Sciences Products ​ $ 23,094 ​ $ ( 3,041 ) ​ $ ( 20,876 ) Brooks Life Sciences Services ​ 22,659 ​ 2,859 ​ 8,976 Reportable segment adjusted operating income ​ ​ 45,753 ​ ​ ( 182 ) ​ ​ ( 11,900 ) Amortization of completed technology ​ ​ 8,073 ​ ​ 8,099 ​ ​ 6,824 Restructuring related charges ​ ​ 13,364 ​ ​ 301 ​ ​ 285 Amortization of acquired intangible assets ​ ​ 29,299 ​ ​ 27,276 ​ ​ 20,445 Restructuring charges ​ ​ 385 ​ ​ 674 ​ ​ 1,388 Other unallocated corporate expenses ​ ​ 25,721 ​ ​ 68 ​ ​ 6,589 Total operating income ​ ​ ( 31,089 ) ​ ​ ( 36,600 ) ​ ​ ( 47,431 ) Interest income ​ ​ 632 ​ ​ 849 ​ ​ 1,449 Interest expense ​ ​ ( 2,037 ) ​ ​ ( 2,944 ) ​ ​ ( 22,250 ) Loss on extinguishment of debt ​ ​ — ​ ​ — ​ ​ ( 14,339 ) Other expenses, net ​ ​ ( 16,475 ) ​ ​ ( 1,597 ) ​ ​ ( 1,386 ) Loss before income taxes ​ $ ( 48,969 ) ​ $ ( 40,292 ) ​ $ ( 83,957 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brooks Life ​ Brooks Life ​ ​ Assets: ​ ​ Sciences Products ​ Sciences Services ​ Total September 30, 2021 ​ $ 278,769 ​ $ 780,238 ​ $ 1,059,007 September 30, 2020 ​ 215,375 ​ ​ 741,326 ​ ​ 956,701 ​ The following is a reconciliation of the Company’s reportable segments’ segment assets to the amounts presented in the accompanying Consolidated Balance Sheets as of September 30, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, September 30, ​ ​ 2021 ​ 2020 Segment assets $ 1,059,007 $ 956,701 Cash and cash equivalents, restricted cash, and marketable securities ​ 244,012 ​ 260,678 Deferred tax assets ​ 10,043 ​ 3,976 Other assets ​ ​ 11,237 ​ ​ 16,329 Assets held for sale ​ 495,213 ​ 321,581 Total assets ​ $ 1,819,512 ​ $ 1,559,265 ​ 91 Table of Contents Revenue from external customers is attributed to geographic areas based on locations in which customer orders are placed. Net revenue by geographic area for the fiscal years ended September 30, 2021, 2020 and 2019 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ 2021 2020 2019 Geographic Location: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asia / Pacific/ Other ​ ​ $ 80,916 ​ $ 58,208 ​ $ 47,803 North America ​ ​ ​ 323,982 ​ ​ 256,174 ​ ​ 226,395 Europe ​ ​ 108,805 ​ 74,155 ​ 59,981 Total ​ ​ $ 513,703 ​ $ 388,537 ​ $ 334,179 ​ The majority of the Company’s net revenue in North America is generated in the United States which amounted to $ 320.8 million, $ 253.5 million and $ 224.5 million, respectively, during fiscal years ended September 30, 2021, 2020 and 2019. Property, plant and equipment by geographic area as of September 30, 2021 and 2020 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2021 2020 North America ​ $ 60,710 ​ $ 53,608 Asia / Pacific/ Other ​ 55,494 ​ 23,455 Europe ​ ​ 14,515 ​ ​ 11,672 ​ ​ $ 130,719 ​ $ 88,735 ​ Property, plant and equipment located in the United States amounted to $ 60.6 million and $ 53.6 million, respectively, at September 30, 2021 and 2020. 20. Fair Value Measurements The fair value measurement guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following levels of inputs may be used to measure fair value: Level 1 Inputs: Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Inputs: Observable inputs other than prices included in Level 1, including quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Inputs: Unobservable inputs that are significant to the fair value of the assets or liabilities and reflect an entity’s own assumptions in pricing assets or liabilities since they are supported by little or no market activity. The Company measures certain assets, including the cost and equity method investments, at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. An impairment charge is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary. 92 Table of Contents Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables summarize assets and liabilities measured and recorded at fair value on a recurring basis in the accompanying Consolidated Balance Sheets as of September 30, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at Reporting Date Using ​ ​ ​ Quoted Prices in ​ ​ Significant ​ ​ ​ ​ ​ Active Markets for ​ Significant Other ​ Unobservable ​ ​ September 30, ​ Identical Assets ​ Observable Inputs ​ Inputs Description ​ 2021 ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ Cash equivalents ​ $ 21 ​ $ 21 ​ $ — ​ $ — Available-for-sale securities ​ 3,679 ​ — ​ 3,679 ​ — Foreign exchange contracts ​ 153 ​ — ​ 153 ​ — Total Assets ​ $ 3,853 ​ $ 21 ​ $ 3,832 ​ $ — Liabilities: ​ ​ ​ ​ Foreign exchange contracts ​ $ 165 ​ $ — ​ $ 165 ​ $ — Acquisition-related contingent consideration ​ ​ 9,400 ​ ​ — ​ ​ — ​ ​ 9,400 Total Liabilities ​ $ 9,565 ​ $ — ​ $ 165 ​ $ 9,400 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at Reporting Date Using ​ ​ ​ Quoted Prices in ​ ​ Significant ​ ​ ​ ​ ​ Active Markets for ​ Significant Other ​ Unobservable ​ ​ September 30, ​ Identical Assets ​ Observable Inputs ​ Inputs Description ​ 2020 ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ Cash equivalents ​ $ 50 ​ $ — ​ $ 50 ​ $ — Available-for-sale securities ​ 3,168 ​ — ​ 3,168 ​ — Foreign exchange contracts ​ 370 ​ — ​ 370 ​ — Total Assets ​ $ 3,588 ​ $ — ​ $ 3,588 ​ $ — Liabilities: ​ ​ ​ ​ Foreign exchange contracts ​ $ 238 ​ $ — ​ $ 238 ​ $ — Total Liabilities ​ $ 238 ​ $ — ​ $ 238 ​ $ — ​ ​ Cash Equivalents Cash equivalents consist of money market funds and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Cash equivalents 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 consist of 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. Matrix pricing is a mathematical technique used to value securities by relying on the securities’ relationship to other benchmark quoted prices. Foreign Exchange Contracts Foreign exchange contract assets and liabilities are measured and reported at fair value based on observable market inputs and classified within Level 2 of the fair value hierarchy due to a lack of an active market for these contracts Acquisition-related Contingent Consideration Acquisition-related contingent consideration is measured and reported at fair value using the real options method based on the unobservable inputs that are significant to the fair value and classified with Level 3 of the fair value 93 Table of Contents hierarchy. The amount is contingent based on the acquired business’ performance for the twelve-month period ending December 31, 2021. Please refer to Note 4, “Acquisitions” for further detail. Changes in the fair value of contingent consideration resulting from a change in the underlying inputs are recognized in results of operations until the arrangement is settled. Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis During fiscal year 2021 and 2020, the Company did not record any material other-than-temporary impairments on financial assets required to be measured at fair value on a nonrecurring basis. 21. Commitments and Contingencies GENEWIZ Tariff Matter As part of the Company’s continued integration of GENEWIZ, which was acquired in November 2018, the Company initiated a review, with the assistance of a third-party consultant, of the transaction value that the Company has used to calculate tariffs on inter-company imports of samples shipped from its GENEWIZ business. As a result of the third-party review and in light of a new interpretation surrounding the valuation method used to calculate the estimated transaction value, the Company revised its estimate of the tariffs owed and as a result recorded a liability of $ 7.0 million in the fiscal year 2021. Of the total liability, $ 2.7 million is for the period prior to the acquisition of GENEWIZ and an additional $ 4.3 million is for the period since the Company acquired GENEWIZ in November 2018. The Company intends to pay any tariffs determined to be owed. The Company does not expect to incur any significant penalties associated with such tariffs. As a result of the change in estimate, basic net income per share decreased $ 0.09 for the fiscal year 2021. Diluted net income per share also decreased $ 0.09 for the same period. Letters of Credit At September 30, 2021, the Company had $ 1.3 million of letters of credit outstanding related primarily to customer advances and other performance obligations. These arrangements guarantee the refund of advance payments received from the Company’s customers in the event that the product is not delivered or warranty obligations are not fulfilled in accordance with the contract terms. These obligations could be called by the beneficiaries at any time before the expiration date of the particular letter of credit if the Company fails to meet certain contractual requirements. None of these obligations were called during fiscal years ended September 30, 2021, and the Company currently does not anticipate any of these obligations to be called in the near future. Purchase Commitments At September 30, 2021, the Company has non-cancelable commitments of $ 65.9 million, including purchase orders for inventory of $ 44.0 million, information technology related commitments of $ 15.9 million, and China facility commitments of $ 6.0 million. Contingencies The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. The Company may also have certain indemnification obligations pursuant to claims made under the definitive agreement it entered into with Edwards in connection with the Company’s sale of its semiconductor cryogenics business. 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. 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. 94 Table of Contents 22. Quarterly Information (Unaudited) Our revenue, gross profit, operating income (loss), net income, income (loss) from continuing operations, basic and diluted earnings per share on a quarterly basis are presented below (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, 2021 ​ First Second Third Fourth ​ ​ Quarter ​ Quarter ​ Quarter ​ Quarter Revenue ​ $ 118,142 ​ $ 129,535 ​ $ 129,087 ​ $ 136,939 Gross profit ​ 57,335 ​ 57,900 ​ 62,431 ​ 66,143 Operating income (loss) ​ 356 ​ ( 9,321 ) ​ ( 883 ) ​ ( 21,241 ) Income (loss) from continuing operations ​ ​ 2,706 ​ ​ ( 7,336 ) ​ ​ ( 1,842 ) ​ ​ ( 22,397 ) Net income ​ 26,028 ​ 23,748 ​ 39,166 ​ 21,805 Basic net income per share ​ 0.35 ​ 0.32 ​ 0.53 ​ 0.29 Diluted net income per share ​ 0.35 ​ 0.32 ​ 0.53 ​ 0.29 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, 2020 ​ First Second Third Fourth ​ ​ Quarter ​ Quarter ​ Quarter ​ Quarter Revenue ​ $ 91,688 ​ $ 95,304 ​ $ 93,299 ​ $ 108,246 Gross profit ​ 38,686 ​ 41,663 ​ 39,263 ​ 52,536 Operating loss ​ ( 12,022 ) ​ ( 11,145 ) ​ ( 12,051 ) ​ ( 1,382 ) Loss from continuing operations ​ ​ ( 5,320 ) ​ ​ ( 10,603 ) ​ ​ ( 9,858 ) ​ ​ ( 581 ) Net income ​ 13,057 ​ 9,127 ​ 13,696 ​ 28,973 Basic net income per share ​ 0.18 ​ 0.12 ​ 0.19 ​ 0.39 Diluted net income per share ​ 0.18 ​ 0.12 ​ 0.19 ​ 0.39 ​ ​ ​ 23. Subsequent Events Dividend On November 2, 2021 , the Company’s Board of Directors declared a cash dividend of $ 0.10 per share payable on December 23, 2021 to common stockholders of record as of December 3, 2021 . Dividends are declared at the discretion of the Company’s Board of Directors and depend on the Company’s actual cash flow from operations, its financial condition and capital requirements, as well as any other factors the Company’s Board of Directors may consider relevant. Future dividend declarations, as well as the record and payment dates for such dividends, will be determined by the Company’s Board of Directors on a quarterly basis. ​ 95 Table of Contents Item 9. Changes in and Disagreements with Accountants on Financial Accounting and Financial Disclosure Not applicable.