What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-11-21 compared with 2022-11-25 · 720 added, 718 removed, 599 unchanged (71% of the section changed)

11 unchanged sentences

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

and its subsidiaries (the “Company”) as of September 30, 2022 and 2021, 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, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).

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

We also have audited the Company's internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

14 unchanged sentences

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

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

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

We have also excluded B Medical from our audit of internal

control over financial reporting.

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

Definition and Limitations of Internal Control over Financial Reporting

8 unchanged sentences

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

Goodwill Impairment Assessments – Life Sciences Products and Life Sciences Services Reporting Units

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $513.6 million as of September 30, 2022, of which $154.6 million relates to the Life Sciences Products reporting unit and $359.0 million relates to the Life Sciences Services reporting unit.

In the fourth quarter of 2022, the Company experienced a decline in the stock price resulting in the market capitalization being less than the carrying value.

Management considered the decline in the market capitalization being less than the carrying value of the reporting units in the evaluation of goodwill impairment indicators and determined it appropriate to perform a quantitative assessment of both the reporting units as of September 30, 2022.

Management determines fair values of the reporting units based on an income approach in accordance with the discounted cash flow method.

Application of the goodwill impairment test requires judgment.

Different assumptions of revenue growth rates, gross margin percentage, selling, general and administrative expense percentage, and the discount rate used in the discounted cash flow method could result in different estimates of the reporting unit’s fair value as of each testing date.

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

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, gross margin percentage, and the discount rate for the Life Sciences Products reporting unit and revenue growth rates, gross margin percentage, selling, general and administrative expense percentage, and the discount rate for the Life Sciences Services reporting unit;

Acquisition of B Medical Systems S.

- Valuation of One Certain Completed Technology

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

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

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

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

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

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

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

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

These procedures included testing the

effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Life Sciences Products and Life Sciences Services reporting units.

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

(ii) evaluating the appropriateness of the discounted cash flow methods;

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

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, gross margin percentage, and the discount rate for the Life Sciences Products reporting unit and revenue growth rates, gross margin percentage, selling, general and administrative expense percentage, and the discount rate for the Life Sciences Services reporting unit.

Evaluating management’s significant assumptions related to revenue growth rates and gross margin percentage for the Life Sciences Products reporting unit and revenue growth rates, gross margin percentage, and selling, general and administrative expense percentage for the Life Sciences Services reporting unit involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units;

(ii) consistency with external market and industry data;

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

valuation of the completed technology acquired.

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

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

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

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

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

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

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

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

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow methods and (ii) the reasonableness of the significant assumption related to the discount rates.

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

/s/ PricewaterhouseCoopers LLP

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

September 30,

7 unchanged sentences

Prepaid expenses and other current assets

Current assets held for sale

Total current assets

3 unchanged sentences

Intangible assets, net

Non-current assets held for sale

Liabilities and stockholders' equity

4 unchanged sentences

Accrued compensation and benefits

Accrued customer deposits

Accrued VAT payable

Accrued income taxes payable

Accrued expenses and other current liabilities

Current liabilities held for sale

Total current liabilities

Long-term debt

Long-term tax reserves

Long-term deferred tax liabilities

Long-term pension liabilities

Long-term operating lease liabilities

Other long-term liabilities

Non-current liabilities held for sale

Total liabilities

Commitments and contingencies (Note 16)

Stockholders' equity

2 unchanged sentences

Additional paid-in capital

Accumulated other comprehensive income

Accumulated other comprehensive income (loss)

Treasury stock, at cost - 13,461,869 shares at September 30, 2023 and September 30, 2022

Retained earnings (accumulated deficit)

Retained earnings

Total stockholders' equity

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended September 30,

(In thousands, except per share data)

Year Ended September 30,

Total revenue

4 unchanged sentences

Selling, general and administrative

Contingent consideration - fair value adjustments

Restructuring charges

1 unchanged sentence

Operating loss

Other income (expense)

Interest income

1 unchanged sentence

Loss on extinguishment of debt

Other expenses

Loss before income taxes

Income tax provision (benefit)

Income tax (benefit) expense

Loss from continuing operations

Income from discontinued operations, net of tax

Basic net (loss) income per share:

Income (loss) from discontinued operations, net of tax

Net income (loss)

Basic net income (loss) per share:

Loss from continuing operations

Income from discontinued operations, net of tax

Basic net income per share

Diluted net (loss) income per share:

Income (loss) from discontinued operations, net of tax

Net income (loss) per share

Diluted net income (loss) per share:

Loss from continuing operations

Income from discontinued operations, net of tax

Diluted net income per share

Weighted average shares used in computing net income per share:

Income (loss) from discontinued operations, net of tax

Diluted net income (loss) per share

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

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended September 30,

(In thousands)

Other comprehensive (loss) income, net of tax:

Year Ended September 30,

Net income (loss)

Other comprehensive income (loss), net of tax:

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

Net investment hedge currency translation adjustment, net of tax effects of $ 31,769 for the fiscal year 2022

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

Foreign currency translation adjustments

Unrealized gain (losses) on marketable securities, net of tax effects of $( 3,729 ), $ 0 , and $ 0 for the fiscal year 2022, 2021, and 2020

Actuarial gains (losses), net of tax effects of ($ 121 ), ($ 77 ), and $ 27 for the fiscal years 2022, 2021, and 2020

Total other comprehensive (loss) income, net of tax

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

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

Total other comprehensive income (loss), net of tax

Comprehensive income

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended September 30,

(In thousands)

Year Ended September 30,

Cash flows from operating activities

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

Net income (loss)

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

Depreciation and amortization

1 unchanged sentence

Stock-based compensation

Amortization of premium on marketable securities and deferred financing costs

Contingent consideration adjustment

Amortization and accretion on marketable securities

Deferred income taxes

Loss on extinguishment of debt

Purchase accounting impact on inventory

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

3 unchanged sentences

Taxes paid stemming from divestiture

Changes in operating assets and liabilities, net of acquisitions and divestiture:

Changes in operating assets and liabilities:

Accounts receivable

4 unchanged sentences

Other current assets and liabilities

Net cash (used in) provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities

6 unchanged sentences

Adjustment to proceeds from divestiture

Net Investment hedge settlement

Acquisitions, net of cash acquired

6 unchanged sentences

Payment for contingent consideration related to acquisition

Common stock dividends paid

Withholding tax payments on net share settlements on equity awards

Stock repurchase

Common stock dividends

Net cash used in financing activities

Effects of exchange rate changes on cash and cash equivalents

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

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

Cash, cash equivalents and restricted cash, beginning of period

4 unchanged sentences

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

September 30,

Cash and cash equivalents of continuing operations

5 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except share and per share data)

Comprehensive

Income (Loss)

Retained Earnings

Stockholders’ Equity

(In thousands, except share data)

Balance September 30, 2020

Shares issued under restricted stock and purchase plans, net

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

Stock-based compensation

1 unchanged sentence

Foreign currency translation adjustments

Changes in unrealized losses on marketable securities, net of tax effects of $ 0

Actuarial loss arising in the year, net of tax effects of $ 27

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

Net income (loss)

Balance September 30, 2021

Shares issued under restricted stock and purchase plans, net

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

Stock-based compensation

Common stock dividends declared, at $ 0.10 per share

Unrealized gain on derivative asset, net of tax

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

Foreign currency translation adjustments

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 )

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

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

Net income (loss)

Balance September 30, 2022

Shares issued under restricted stock and purchase plans, net

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

Accelerated share repurchase

( 10,072,055 )

Open market repurchases

( 7,382,956 )

Retirement of treasury shares

Stock-based compensation

Common stock dividends declared, at $ 0.10 per share

Unrealized gain on derivative asset, net of tax effect of $ 31,769

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

Net investment hedge currency translation adjustment, net of tax

Foreign currency translation adjustments

Changes in unrealized losses on marketable securities, net of tax effects of ($ 3,729 )

Actuarial loss arising in the year, net of tax effects of $ 121

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

Net income (loss)

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

Balance September 30, 2023

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nature of the Operation

(“Azenta”, 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.

Nature of Operations

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

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

Discontinued Operations

3 unchanged sentences

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

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

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

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, inflation, dependence on key personnel, protection of proprietary technology, and compliance with domestic and foreign regulatory authorities and agencies.

Throughout the pandemic, the Company’s operations have not been significantly interrupted as the Company has adapted to having required employees on site and the balance of employees mostly working from home .

The Company has followed government guidance in each region and has implemented the U.S.

Centers for Disease Control and Prevention 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 negative 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.

Future impacts of COVID-19 on the Company’s financial results are not fully determinable, as the full impact of the pandemic on the economy and markets which the Company serves is as yet unknown, but will be dependent, in part, on future variants of the virus and vaccine effectiveness against these variants and new or prolonged government responses to the pandemic.

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 products and services and the potential negative impact on its operations if there is an 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.

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 and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

The accompanying Consolidated Financial Statements include the accounts of the Company and all entities where it has a controlling financial interest and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with 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, revenue over time, and stock-based compensation expense.

The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect amounts reported in the financial statements and notes thereto.

Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates.

Estimates are associated with recording accounts receivable, inventories, goodwill, intangible assets other than goodwill, contingent consideration liabilities related to business combinations, long-lived assets, derivative financial instruments, deferred income taxes, warranty obligations, revenue over time, stock-based compensation expense, and other accounts.

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, 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 Company accounts for business acquisitions using the purchase method of accounting, in accordance with which, assets acquired (including identifiable intangible assets), 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.

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

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

technology and other acquired intangible assets.

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

These assumptions are forward-looking and could be affected by future economic and market conditions.

Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within our operating results.

2 unchanged sentences

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

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

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

Net foreign currency transaction and remeasurement losses totaled $ 4.2 million, $ 1.7 million and $ 1.8 million for the fiscal years ended September 30, 2023, 2022 and 2021, 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.

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

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

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

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

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

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

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

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

Derivative Financial Instruments

The Company has transactions and balances denominated in currencies other than the functional currency of the transacting entity.

Most of these transactions carry foreign exchange risk are in Germany, the United Kingdom and China.

Most of these transactions carry foreign exchange risk in Germany, the United Kingdom and China.

The Company enters into foreign exchange contracts to reduce its exposure to currency fluctuations.

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

Net gains and losses related to these contracts are recorded as a component of “Other income (expenses), net” in the accompanying Consolidated Statements of Operations and are as follows for the fiscal years ended September 30, 2022, 2021 and 2020 (in thousands):

Fiscal Year Ended September 30,

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

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

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

Foreign exchange contract assets and liabilities are measured and reported at fair value based on observable market inputs and classified within Level 2 of the fair value hierarchy described in fair value measurements in Footnote 19, due to a lack of an active market for these contracts.

Hedging Activities

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

Under the terms of the cross-currency swap agreement, the Company notionally exchanged approximately $ 1.03 billion for approximately € 915 million at a weighted average interest rate of approximately 1.196 %.

The designated notional amount is $ 960 million and the actual interest rate is 1.283 %.

1.283 % was in the range of the market value for that day and is the true interest rate on the notional amount.

This cross-currency swap agreement expires in February 2023.

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

At the maturity of the cross currency-swap, the Company will deliver a notional amount of € 852 million and receive a notional amount of $ 960 million at an exchange rate of 1.1261 .

This cross-currency swap is marked to market at each reporting period, representing the fair values of the cross-currency swap and any changes in fair value are recognized as a component of “Accumulated other comprehensive items, net”, on the Consolidated Statements of Comprehensive Income.

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

For the fiscal year ended September 30, 2022, the Company recorded an unrealized gain in the derivative asset of $ 124.8 million, which is $ 93 million net of

taxes, to “Accumulated other comprehensive income” and recorded “Interest income” of $ 8.2 million, on this instrument for fiscal year ended September 30, 2022.

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

All derivatives, whether designated as a hedging relationship or not, are recorded in the Consolidated Balance Sheets at fair value.

5 unchanged sentences

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

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

If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in accumulated other comprehensive income (loss) 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.

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

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

6 unchanged sentences

The Company’s ten largest customers accounted for approximately 30 %, 20 % and 19 % of its consolidated revenue for the fiscal years ended September 30, 2023, 2022 and 2021, respectively.

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

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

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

Fair Value Measurements

The Company measures certain financial assets and liabilities, including cash equivalents, available for sale securities, accounts receivable, accounts payable, and derivative instruments at fair value.

FASB ASC 820, Fair Value Measurement and Disclosures, establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Available for sale 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 equivalents, accounts receivable and accounts payable approximate their fair value due to their short-term nature.

Marketable Securities

The Company invests in marketable securities that are classified as available-for-sale and records them at fair value in the 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 (loss)” in the Consolidated Balance Sheets until the security is sold or matures.

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

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

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

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

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

Fair Value Measurement

The Company measures certain financial assets and liabilities, including cash equivalents, available-for-sale securities, accounts receivable, accounts payable, contingent consideration liability, and derivative instruments at fair value.

The Company applies a fair value hierarchy that 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:

Quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible 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.

The fair value hierarchy gives the highest priority to Level 1 inputs.

Observable inputs other than prices included in Level 1, including quoted prices for similar assets or liabilities in active markets and 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.

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.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, as well as considering counterparty credit risk in its assessment of fair value.

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 comparable prices, 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

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, 2022 and 2021, cash equivalents were $ 374.8 million and $ 0.1 million, respectively.

Cash equivalents are reported at fair value.

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

Accounts Receivable, Allowance for Expected Credit Losses

Accounts Receivable and Allowance for Expected Credit Losses

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 a number of 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 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.

3 unchanged sentences

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

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

The Company reports inventories at their net realizable value

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

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

12 unchanged sentences

Training and data conversion costs are expensed as incurred.

As of September 30, 2022, and 2021, the Company had cumulative capitalized direct costs of $ 26.9 million and $ 22.7 million, respectively, associated with the development of software for its internal use.

As of September 30, 2022, this balance included $ 8.6 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 2022, the Company capitalized direct costs of $ 4.2 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.

Long lived assets and their 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.

2 unchanged sentences

For purposes of this test, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

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, and an impairment loss is recognized in operating results to the extent any finite-lived intangible asset’s carrying value exceeds its calculated fair 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:

1 unchanged sentence

Customer relationships

10 - 16 years

Non-competition agreements

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

2 unchanged sentences

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

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

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

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

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

3 unchanged sentences

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

The ROU asset for operating leases is included within Other assets and the ROU asset for finance leases is included within “Property, plant, and equipment, net’ 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 represents the excess of purchase price over the fair value of net tangible and identifiable intangible assets of the businesses acquired by the Company.

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

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

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, in the Consolidated Balance Sheets.

Goodwill represents the excess of purchase price over the fair value of net tangible and identifiable intangible assets of 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.

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.

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.

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 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.

Future business conditions and/or activity could differ materially from the projections made by management which could result in impairment charges.

The goodwill impairment test is performed at the reporting unit level.

1 unchanged sentence

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.

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, management 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.

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

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

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

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.

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

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

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

The key inputs used in the DCF Method include revenue growth rates, gross margin percentage, selling, general and administrative expense percentage and discount rates that are at or above our weighted-average cost of capital.

We derive discount rates that are commensurate with the risks and uncertainties inherent in the respective reporting units and our internally developed projections of future cash flows.

Application of the goodwill impairment test requires judgment based on market and operational conditions at the time of the evaluation, including management’s best estimates of the reporting unit’s future business activity and the related estimates and assumptions of future cash flows from the assets that include the associated goodwill.

Different assumptions of revenue growth rates, gross margin percentage, selling, general and administrative expense percentage and the discount rate used in the DCF Method could result in different estimates of the reporting unit’s fair value as of each testing date.

In the fourth quarter of 2022, the Company experienced a decline in its stock price resulting in the total market value of our shares of stock outstanding (our market capitalization), being less than the carrying value of its reporting units.

Therefore, as of September 30, 2022, the Company assessed several events and circumstances that could affect the significant inputs used to determine the fair value of our reporting units, including the significance of the amount of excess fair value over carrying value, updates to operating margins and cash flows, and the overall change in the economic climate.

The Company considered the decline in the market capitalization being less than the carrying value of its reporting units in its evaluation of goodwill impairment indicators and determined it appropriate to perform a quantitative assessment of both its reporting units as of September 30, 2022.

The Company’s valuation was based on the DCF method described above.

The Company concluded that there was no impairment , as the estimated fair value of the segments exceeded their carrying value.

In the event the financial performance of either of the two segments does not meet our expectations in the future, The Company experiences a prolonged macro or market downturn, or there are other negative revisions to key assumptions, in the DCF Method, the Company may be required to perform additional impairment analyses and could be required to recognize a non-cash impairment charge.

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.

The Company establishes reserves for estimated costs 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 delivered by the Company.

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.

● Products, including sales of automated cold sample management systems, vaccine cold storage and transport 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.

17 unchanged sentences

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.

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.

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.

22 unchanged sentences

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.

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

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.

3 unchanged sentences

Revenue for sample management and storage are recognized over the period the services are rendered or samples are stored.

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.

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 .

Payment due or received from the customers prior to rendering the associated services are recorded as a contract liability.

Government Assistance

The Company receives government assistance from various domestic and foreign, local, regional and national governments which vary in size and duration in the form of cash grants or refundable tax credits.

The government assistance typically specifies conditions that must be met in order for it to be earned, such as employee retention targets, completion of employee training, or the construction or acquisition of property and equipment and are often time bound.

If conditions are not satisfied or if the duration period for the arrangement is not met, the government assistance is often subject to reduction, repayment, or termination.

The Company’s policy is to recognize a benefit in the Consolidated Statements of Operations in “Other, net” over the life of the asset or duration of the program when the Company has reasonable assurance that it will comply with the conditions under the government assistance and the government assistance will be received, refundable tax credits may also result in a reduction in “Accrued income taxes payable” in the Consolidated Balance Sheets.

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

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

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

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

Research and Development Expense

1 unchanged sentence

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

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.

Stock-Based Compensation

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 Stock 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 percentage of shares probable of achieving the performance goals.

Each quarter, the Company assesses the probability of achieving the performance goals.

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

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 adjusts for the percentage of shares probable of achieving the performance goals.

Each quarter, management assesses the probability 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.

The following table reflects stock-based compensation expense, excluding amounts related to discontinued operations, recorded during the fiscal years ended September 30, 2022, 2021 and 2020 (in thousands):

Year Ended September 30,

Restricted stock units

Employee stock purchase plan

Total stock-based compensation expense

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, 2022, 2021 and 2020:

Year Ended September 30,

Risk-free interest rate

Expected life

Dividend yield

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.

The Company considers many factors in developing forfeiture estimates, including

award types, employee classes and historical experience.

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

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

2 unchanged sentences

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.

Significant management judgment is required in determining the Company’s income tax (benefit) expense, 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.

7 unchanged sentences

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.

Earnings Per Share

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

Net Income (Loss) per Share

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

1 unchanged sentence

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 or loss per share based on the treasury stock method.

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 or loss 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 November 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-10, Government Assistance (Topic 832) – Disclosures by Business Entities about Government Assistance .

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

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

The Company will adopt the provisions of this ASU in fiscal year 2023.

The Company is evaluating the effect of adopting this new accounting guidance.

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .

ASU 2021-08 requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606.

Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date.

The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted.

The standard should be applied prospectively to business combinations occurring on or after the effective date of the amendments.

The Company adopted the guidance during the first quarter of fiscal year 2022 .

The impact of the adoption of this ASU is immaterial to the Company’s consolidated financial statements.

In October 2020, the FASB issued “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 to 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, with early adoption permitted.

The amendments in this ASU should be applied retrospectively.

This ASU did not affect the Company's consolidated financial statements or disclosures.

The Company adopted the provisions of this ASU in the first quarter of fiscal 2022 .

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting .

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

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

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

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

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

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.

The Company adopted the provisions of this ASU in the first quarter of fiscal 2022 .

There is 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 2018-14, Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans , which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans.

The amendments require additional disclosure for the weighted-average interest crediting rates, a narrative description of the reasons for significant gains and losses, and an

explanation of any other significant changes in the benefit obligation or plan assets.

The amendment 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 is permitted.

The ASU does not amend the interim disclosure requirements of ASC 715-20.

The Company adopted the provisions of this ASU in the first quarter of fiscal 2022 .

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

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 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 is permitted.

The Company adopted the provisions of this ASU in the first quarter of fiscal 2022 .

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

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

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

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

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

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

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

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

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

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

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

In June 2020, the FASB issued ASU No.

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

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

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

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

Discontinued Operations

Disposition of Semiconductor Automation Business

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

Disposition of the Semiconductor Automation Business

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

Lee Partners, L.P.

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

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

Net income from discontinued operations for the fiscal year ended September 30, 2022 is inclusive of the gain on sale of $ 2.6 billion.

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

The Company paid $ 0.6 million in the quarter ended September 30, 2022, and will remit the remaining payment to THL during fiscal 2023, at the end of the retention period and THL will directly pay the Company’s former employees.

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

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

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

In addition, the Company entered into two separate lease agreements for leases back to the Company for portions of the facilities that have served as its corporate headquarters in Chelmsford, Massachusetts, and were sold to THL as part of the sale agreement.

Each lease provides for a term of 24 months , which may be terminated earlier by the Company upon 90 days ’ notice to THL.

The transition services agreement and lease agreements approximate fair value and there is no material impact to the Company’s results.

During the fourth quarter of fiscal 2021, the Company determined that the semiconductor automation business met the criteria to be classified as a discontinued operation and, as a result, its historical financial results are reflected in the Company’s financial statements as a discontinued operation, and assets and liabilities were classified as assets and liabilities held for sale.

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

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

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

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

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

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

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

9 unchanged sentences

Operating income

Other income, net

Gain on divestiture

Income before income taxes

Income tax provision

Income tax expense

Net income from discontinued operations

On July 1, 2019, the Company sold its semiconductor cryogenics business.

During the fiscal year ended September 30, 2021, the Company recorded a $ 1.3 million negative working capital adjustment to the gain on divestiture that was previously recorded in the fourth fiscal quarter of 2019.

This adjustment is shown within other income, net within the income statement for the semiconductor automation business.

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):

3 unchanged sentences

Stock-based compensation

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 was as follows (in thousands):

Cash and cash equivalents

Accounts receivable, net

Other current assets

Total current assets of discontinued operation

Property, plant and equipment, net

Long-term deferred tax assets

Intangibles, net

Total long-term assets of discontinued operation

Accounts payable

Deferred revenue

Accrued warranty and retrofit costs

Accrued compensation and benefits

Accrued Income Taxes

Accrued expenses and other current liabilities

Total current liabilities of discontinued operation

Long-term tax reserves

Long-term deferred tax liabilities

Long-term pension liabilities

Long-term operating lease liabilities

Other long-term liabilities

Total long-term liabilities of discontinued operation

Acquisition within the Semiconductor 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 semiconductor 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 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.

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 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.

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

Business Combinations

The Company recorded the assets acquired and liabilities assumed related to the following 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.

1 unchanged sentence

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 because such results were immaterial.

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

Acquisitions Completed in Fiscal Year 2023

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

and its subsidiaries (“Ziath”).

Based in Cambridge, United Kingdom, Ziath is a leading provider of 2D barcode readers for life science applications.

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

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

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

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

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

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

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

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

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

B Medical Systems S.á.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Accounts receivable

Property plant and equipment

Identifiable Intangible Assets:

Completed technology

Customer relationships

Other liabilities

Deferred income taxes, net

Total purchase price, net of cash acquired

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

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

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

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

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

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

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

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

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

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

The goodwill is no t deductible for income tax purposes.

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

Year Ended September 30,

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

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

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

Year Ended September 30,

Net income (loss)

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

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

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

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

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

Acquisition Completed in Fiscal Year 2022

Barkey Holding GmbH

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

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

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

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

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

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

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

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

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

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

The goodwill and intangibles are not tax deductible.

The goodwill and intangibles are no t tax deductible.

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

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

Acquisitions Completed in Fiscal Year 2021

2 unchanged sentences

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

The purchase price includes $ 9.9 million cash payment and $ 9.4 million in contingent consideration, at present value, based on the acquired business’ performance for the twelve-month period ending December 31, 2021, subject to customary working capital adjustments and other adjustments.

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

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

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

3 unchanged sentences

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

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

Trans-Hit Biomarkers, Inc.

7 unchanged sentences

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 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.

The goodwill and intangibles are no t tax deductible.

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

Marketable Securities

The Company invests in marketable securities that are classified as available-for-sale and records them 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” in the accompanying Consolidated Balance Sheets until the security is sold or matures.

Gains or losses realized from sales of marketable securities are computed based on the specific identification method and recognized as a component of "Other income (expenses)"

in the accompanying Consolidated Statements of Operations.

During fiscal year 2022, the Company had sales and maturities of marketable securities of $ 705.4 million.

During the fiscal year 2021, there were insignificant sales of marketable securities.

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

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

The following is a summary of the amortized cost and the fair value, including accrued interest receivable, as well as unrealized gains (losses) on the short-term and long-term marketable securities as of September 30, 2023 and 2022 (in thousands):

6 unchanged sentences

September 30, 2022:

Treasury securities and obligations of U.S.

government agencies

Bank certificates of deposits

1 unchanged sentence

Municipal securities

Other debt securities

The fair values of the marketable securities by contractual maturities at September 30, 2023 are presented below (in thousands).

5 unchanged sentences

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.

If the Company believes that an other-than-temporary decline in fair value has occurred, it writes down the investment to its fair value and recognizes the credit loss in earnings and the non-credit loss in accumulated other comprehensive income or loss.

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

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

Derivative Instruments

Net gains and losses related to foreign exchange contracts are recorded as a component of “Other income (expense)” in the accompanying Consolidated Statements of Operations and are as follows for the fiscal years ended September 30, 2023, 2022 and 2021 (in thousands):

Year Ended September 30,

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

The notional amounts of the Company’s derivative instruments as of September 30, 2023 and 2022 were as follows (in thousands):

Year Ended September 30,

Hedge Designation

Cross-currency swap

Net Investment Hedge

Foreign exchange contracts

The fair value of derivative instruments are as follows at September 30, 2023 and 2022 (in thousands):

Fair Value of Assets

Fair Value of Liabilities

As of September 30,

Derivatives not designated as hedging instruments

Foreign exchange contracts

Total fair value

Hedging Activities

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

dollar and the Euro.

Under the terms of the cross-currency swap agreement, the Company notionally exchanged $ 1.0 billion for € 915.0 million at a weighted average interest rate of 1.20 %.

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

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

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

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

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

dollar and the Euro.

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

The Company designated the cross-currency swap as a hedge of net investments against one of its Euro denominated subsidiaries, which requires an exchange of the notional amounts at maturity on February 1, 2024.

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

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

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

Property, Plant and Equipment

6 unchanged sentences

Leasehold improvements

Capital projects in progress

Capital projects in process

Right-of-use asset

Property, plant and equipment, gross

accumulated depreciation and amortization

Property, plant and equipment, net

The property, plant and equipment and accumulated depreciation and amortization amounts in 2021 in the table above have been adjusted to remove certain fully depreciated assets.

Depreciation expense was $ 21.9 million, $ 19.5 million and $ 18.7 million, respectively, for the fiscal years ended September 30, 2022, 2021, and 2020.

Depreciation expense, which includes amortization expense on finance leases, was $ 37.2 million, $ 21.9 million and $ 19.5 million, respectively, for the fiscal years ended September 30, 2023, 2022, and 2021.

The Company recorded $ 13.5 million of additions to property, plant and equipment for which cash payments had not yet been made as of September 30, 2023.

As of September 30, 2023 and 2022, the Company had cumulative capitalized direct costs of $ 30.5 million and $ 26.9 million, respectively, associated with the development of software for its internal use.

As of September 30, 2023,

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

in the accompanying Consolidated Balance Sheets.

During fiscal year 2023, the Company capitalized direct costs of $ 3.6 million associated with the development of software for its internal use.

Goodwill and Intangible Assets

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

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

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

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

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

Life Sciences

Balance - September 30, 2021

Currency translation adjustments

Balance - September 30, 2022

Currency translation adjustments

Balance - September 30, 2023

The components of the Company’s identifiable intangible assets as of September 30, 2023 and 2022 are as follows (in thousands):

September 30, 2023

September 30, 2022

Completed technology

Trademarks and trade names

Non-competition agreements

Customer relationships

Other intangibles

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

Amortization expense for intangible assets was $ 48.4 million, $ 32.3 million, and $ 37.4 million, respectively, for the fiscal years ended September 30, 2023, 2022 and 2021.

Estimated future amortization expense for the intangible assets as of September 30, 2023 is as follows (in thousands):

Restructuring

2023 Cost Savings Plan

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

The majority of the restructuring expenses for fiscal years 2023, 2022, and 2021 are related to severance and related costs.

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

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

Restructuring Reserve

Year Ended September 30,

(In thousands)

Balance at beginning of period

Balance at end of period

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

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

1 unchanged sentence

Lease expiration dates range between 2023 and 2043.

The components of operating lease expense were as follows (in thousands):

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

Year Ended September 30,

4 unchanged sentences

Total finance lease costs

Total operating and finance lease costs

Variable lease costs

22 unchanged sentences

Finance leases

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

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

Year Ended September 30,

Cash paid for amounts included in measurement of liabilities:

Operating cash flows from operating leases

Operating cash flows from finance leases

Financing cash flows from finance leases

Operating cash flows - operating leases

Operating cash flows - finance leases

Financing cash flows - finance leases

ROU assets obtained in exchange for lease liabilities:

Operating leases

Finance leases

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

Finance Leases

Operating Leases

Fiscal year ended September 30,

Total future lease payments

1 unchanged sentence

Total lease liability balance

As of September 30, 2022, the Company has not entered into any significant leases that have not commenced yet.

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.

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.

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 has two operating, two reportable segments, and two reporting units consisting of Life Sciences Products and Life Sciences Services.

The Company previously had three reporting units, which included the Life Sciences Products operating segment, which constitutes of a single reporting unit, and two reporting units within the Life Sciences Services operating segment, sample repository solutions and genomic services, which were combined into a single reporting unit within the Life Sciences Services segment following the 2021 impairment test.

The Company completed its annual goodwill impairment test as of April 1, 2022 for its two reporting units.

The two reporting units include Life Sciences Products as the only reporting unit within the Life Sciences Products segment, and

Life Sciences Services as the only reporting unit within the Life Sciences Services segment.

The Company conducted a qualitative assessment for both the Life Science Products and Life Science Services reporting units and determined that it was more likely than not that the fair value of each reporting unit was greater than its carrying value.

Based on the test results, the Company determined that no adjustment to goodwill was necessary.

As a result of the analysis, the Company did not perform the quantitative assessment for the reporting units, and did not recognize any impairment losses.

In the fourth quarter of 2022, the Company experienced a decline in our stock price resulting in its market capitalization being less than its carrying value.

Therefore, as of September 30, 2022, the Company assessed several events and circumstances that could affect the significant inputs used to determine the fair value of its reporting units, including updates to operating margins and cash flows, and the overall change in the economic climate.

The Company’s valuation was based on the DCF Method.

The Company concluded that there was no impairment , as the estimated fair value of the reporting units exceeded their carrying value.

The following table sets forth the changes in the carrying amount of goodwill by reporting unit since September 30, 2020 (in thousands):

Life Sciences

Balance, at September 30, 2020

Acquisitions and currency translation adjustments

Balance, at September 30, 2021

Acquisitions and currency translation adjustments

Balance, at September 30, 2022

During fiscal year 2022, the Company recorded a goodwill increase of $ 44.3 million primarily related to the acquisitions of Barkey of $ 57.8 million in the fourth quarter of fiscal year 2022 net with the impact of foreign currency translation adjustments of $ 13.5 million.

The components of the Company’s identifiable intangible assets as of September 30, 2022 and 2021 are as follows (in thousands):

September 30, 2022

September 30, 2021

Completed technology

Trademarks and trade names

Non-competition agreements

Customer relationships

Other intangibles

Amortization expense for intangible assets was $ 32.3 million, $ 37.4 million and $ 35.4 million, respectively, for the fiscal years ended September 30, 2022, 2021 and 2020.

Estimated future amortization expense for the intangible assets as of September 30, 2022 is as follows (in thousands):

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

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

Supplementary Balance Sheet Information

5 unchanged sentences

The allowance for expected credit losses for the fiscal years ended September 30, 2023, 2022 and 2021 is as follows (in thousands):

2022 Allowance for expected credit losses

2021 Allowance for expected credit losses

2020 Allowance for expected credit losses

Year Ended September 30,

Balance at beginning of period

Payments received

Write-offs and adjustments

Balance at end of period

The following is a summary of inventories at September 30, 2023 and 2022 (in thousands):

5 unchanged sentences

The activity for excess and obsolete inventory reserves is as follows for the fiscal years ended September 30, 2023, 2022 and 2021 (in thousands):

Disposals and

2022 Reserves for excess and obsolete inventory

2021 Reserves for excess and obsolete inventory

2020 Reserves for excess and obsolete inventory

Year Ended September 30,

Balance at beginning of period

Inventory disposals and adjustments

Balance at end of period

The activity for valuation allowance for deferred tax assets is as follows for the fiscal years ended September 30, 2023, 2022 and 2021 (in thousands):

Income Tax Benefit

Other Accounts

2022 Valuation allowance for deferred tax assets

2021 Valuation allowance for deferred tax assets

2020 Valuation allowance for deferred tax assets

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.

Year Ended September 30,

Balance at beginning of period

Charge to income tax provision (benefit)

Charged to other accounts

Balance at end of period

The following is a summary of product warranty and retrofit activity on a gross basis for the fiscal years ended September 30, 2023, 2022 and 2021 (in thousands):

Balance at September 30, 2019

Accruals for warranties during the year

Costs incurred during the year

Balance at September 30, 2020

Accruals for warranties during the year

Costs incurred during the year

Balance at September 30, 2021

Adjustments for acquisitions

Year Ended September 30,

Balance at beginning of period

Adjustments for acquisitions and divestitures

Accruals for warranties during the year

Costs incurred during the year

Balance at September 30, 2022

Balance at end of period

Debt and Line of Credit

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.

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

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

On February 1, 2022, the Company completed the sale of its semiconductor automation business and used $ 49.7 million of the proceeds from the sale to extinguish the outstanding balance of the term loan.

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

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

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

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

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

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

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

The Company’s deferred financing costs as of September 30, 2022 were zero , due to the extinguishment of debt during the fiscal year.

A s of September 30, 2021, deferred financing costs were $ 0.3 million.

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

Stockholders’ Equity

Share Repurchases

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

The repurchase authorization can be discontinued at any time.

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

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

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

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

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

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

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

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

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

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

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

The excise tax was part of The Inflation Reduction Act passed by the U.S.

government in 2022.

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

Preferred Stock

Total number of shares of preferred stock authorized for issuance was 1,000,000 shares at September 30, 2023 and 2022.

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, 2023 or 2022.

Accumulated Other Comprehensive Income (Loss)

The following is a summary of the components of accumulated other comprehensive income (loss), net of tax, at September 30, 2023, 2022 and 2021 (in thousands):

Gains (Losses)

on Available-

Gains (Losses)

on Derivative asset

Balance at September 30, 2020

Other comprehensive income (loss) before reclassifications

Amounts reclassified from accumulated other comprehensive income (loss)

Balance at September 30, 2021

Other comprehensive income (loss) before reclassifications

Amounts reclassified from accumulated other comprehensive income (loss)

Balance at September 30, 2022

Other comprehensive income (loss) before reclassifications

Amounts reclassified from accumulated other comprehensive income (loss)

Balance at September 30, 2023

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

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

Defined benefit pension plan curtailments are

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

Revenue from Contracts with Customers

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, 2023, 2022 and 2021 (in thousands):

Significant Business Line

Life Sciences Products, excluding B Medical

Sample Repository Solutions

Genomic Services

Total revenue

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 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, historical experience, and other information through the payment periods.

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

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 the customer 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 as they are expected to convert to cash within one year.

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

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

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

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, 2023 was $ 78.4 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, 2023

Less than 1 Year

Greater than 1 Year

Remaining performance obligations

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.

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

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

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

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

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

Stock Based Compensation

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

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

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.

The following table reflects stock-based compensation expense recorded during the fiscal years ended September 30, 2023, 2022 and 2021 (in thousands):

Year Ended September 30,

Current income tax provision (benefit):

Total current income tax provision

Deferred income tax provision (benefit):

Total deferred income tax provision (benefit)

Income tax provision (benefit)

Restricted stock units

Employee stock purchase plan

Total stock-based compensation expense for continuing and discontinued operations

Income tax benefit

Total compensation expense included in the statement of operations

Restricted Stock Unit Activity

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

Outstanding as of September 30, 2022

Outstanding as of September 30, 2023

The fair value of restricted stock units vested during fiscal years 2023, 2022 and 2021 was $ 14.8 million, $ 66.9 million, and $ 28.4 million, respectively.

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

As of September 30, 2023, the future unrecognized stock-based compensation expense related to restricted stock units expected to vest is $ 12.1 million, and is expected to be recognized over an estimated weighted average amortization period of 1.4 years.

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

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

Year Ended September 30,

Time-based restricted stock units

Common stock awards

Performance-based restricted stock units

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

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

Time-Based Restricted Stock Unit Grants

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

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

Annual deferred stock awards granted during fiscal years 2023, 2022, and 2021 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 restricted stock unit awards granted in fiscal year 2023, 2022 and 2021 allow participants to earn 100 % of restricted stock units if the Company’s performance meets or exceeds its target goal for each applicable financial metric, and up to a maximum of 200 % if the Company’s performance for such metrics meets or exceeds the maximum or stretch goal.

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

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

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

Awards Granted to the Board of Directors

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

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 offering 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, 2023, 586,421 shares of common stock remain available for purchase under the Plan.

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

Valuation Assumptions for an Employee Stock Purchase Plan

Year Ended September 30,

Risk-free interest rate

Expected life

Dividend yield

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.

Fair Value Measurements

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, 2023 and 2022 (in thousands):

As of September 30, 2023

Total Fair Value

Cash equivalents

Available-for-sale securities

Foreign exchange contracts

Net investment hedge

Foreign exchange contracts

Total liabilities

As of September 30, 2022

Total Fair Value

Cash equivalents

Available-for-sale securities

Foreign exchange contracts

Net investment hedge

Foreign exchange contracts

Total liabilities

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.

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

The fair values of these investments approximate their carrying values.

Available-For-Sale Securities

Available-for-sale securities primarily consist of highly rated corporate debt securities and U.S.

government backed securities which are classified as Level 1.

Investments classified as Level 2 consist of debt securities that are valued using matrix pricing and benchmarking because they are not actively traded, and bank certificates of deposit.

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

Foreign Exchange Contracts & Net Investment Hedge

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

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

These are observable data that represent the rates that the financial institution uses for contracts entered into at that date;

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

Contingent Consideration Liability

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

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

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

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

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

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

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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

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

Year Ended September 30,

Current income tax (benefit) expense

Total current income tax (benefit) expense

Deferred income tax (benefit) expense:

Total deferred income tax (benefit) expense

Income tax (benefit) expense

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

Year Ended September 30,

Income before income taxes

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

Loss before income taxes

The differences between the income tax (benefit) expense 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, 2023, 2022 and 2021 are as follows (in thousands):

4 unchanged sentences

Impact of investments in subsidiaries

Nontaxable gain from acquisition earn-out liability reversal

Change in deferred tax asset valuation allowance

2 unchanged sentences

Impact of tax rate changes

Other non-deductible expenses

Other true-ups

Other non-deductible expenses and other taxes

Impact of effective state tax rate change

Research and development expense deduction

Income tax provision (benefit)

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, 2022.

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

Unremitted foreign earnings total approximately $ 1.3 billion.

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, taxes on foreign exchange gains and losses resulting from potential future distributions, and minimal U.S.

Income tax (benefit) expense

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

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

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

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

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

The Company has not provided deferred income taxes on the outside basis differences of any other foreign subsidiary and maintains its general assertion of indefinite reinvestment regarding those subsidiaries and the remaining earnings of its German subsidiary as of September 30, 2023.

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

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

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

The taxes on these earnings would primarily consist of foreign withholding taxes, taxes on foreign exchange gains and losses resulting from potential future distributions, and U.S.

state income taxes.

8 unchanged sentences

Lease liabilities

Mergers and acquisitions

Capitalized research and development

Deferred revenue

Inventory reserves and valuation

Outside basis differences in subsidiaries

Deferred tax assets

2 unchanged sentences

Other liabilities

Net unrealized loss

Net unrealized gain on hedging and investments

Deferred tax liabilities

1 unchanged sentence

Net deferred tax asset (liability)

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.

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

9 unchanged sentences

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

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

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

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

As of September 30, 2023, the Company has tax-effected federal, state and foreign net operating loss carry-forwards of approximately $ 0.4 million, $ 2.1 million and $ 7.2 million, respectively.

5 unchanged sentences

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.

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

The Company maintains liabilities for unrecognized tax benefits.

1 unchanged sentence

A reconciliation of the beginning and ending amount of the consolidated liability for unrecognized income tax benefits during the fiscal years ended September 30, 2023, 2022 and 2021 is as follows (in thousands):

Balance at September 30, 2019

Additions for tax positions in current year

Reductions from lapses in statutes of limitations

Balance at September 30, 2020

Reductions from lapses in statutes of limitations

Balance at September 30, 2021

Reductions from lapses in statutes of limitations

Balance at September 30, 2022

Year Ended September 30,

Balance at beginning of period

Reductions from lapses in statutes of limitation

Balance at end of period

All of the unrecognized tax benefits for the fiscal year ended September 30, 2023 would impact the effective tax rate if recognized.

The Company recognizes interest related to unrecognized benefits as a component of the income tax provision (benefit), of which $ 0.0 million, $ 1.1 million and $ 1.1 million, respectively, was recognized for the fiscal years ended September 30, 2022, 2021 and 2020.

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

The Company is subject to U.S.

4 unchanged sentences

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

The Company currently anticipates that it is reasonably possible that the unrecognized tax benefits and accrued interest on those benefits will be reduced by $ 1.6 million in the next 12 months due to statute of limitations expirations.

Derivative Instruments

The Company has transactions and balances denominated in currencies other than the functional currency of the transacting entity.

Most of these transactions carrying foreign exchange risk are in Germany, the United Kingdom and China.

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, 2022, 2021 and 2020 (in thousands):

Fiscal Year Ended September 30,

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

The fair value of derivative instruments are as follows at September 30, 2022 and 2021 (in thousands):

Fair Value of Assets

Fair Value of Liabilities

As of September 30,

Derivatives not designated as hedging instruments

Foreign exchange contracts

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".

Hedging Activities

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

The designated notional amount is $ 960 million and the actual interest rate is 1.283 %.

1.283 % was in the range of the market value for that day and is the true interest rate on the notional amount.

This cross-currency swap agreement expires in February 2023.

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

At the maturity of the cross currency-swap, the Company will deliver a notional amount of € 852 million and receive a notional amount of $ 960 million at an exchange rate of 1.1261 .

This cross-currency swap is marked to market at each reporting period, representing the fair values of the cross-currency swap and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net, on the Consolidated Statements of Comprehensive Income.

Interest accrued on the cross-currency swap is recorded within interest income on the Consolidated Statements of Operations.

For fiscal year ended September 30, 2022, the Company recorded a gain, net of tax of $ 93.0 million, to Accumulated other comprehensive income and recorded interest income of $ 8.2 million on this instrument.

Stockholders’ Equity

Preferred Stock

Total number of shares of preferred stock authorized for issuance was 1,000,000 shares at September 30, 2022 and 2021, respectively.

There were no shares of preferred stock issued or outstanding at September 30, 2022 or 2021, respectively.

Accumulated Other Comprehensive Income

The following is a summary of the components of accumulated other comprehensive income, net of tax, at September 30, 2022, 2021 and 2020 (in thousands):

Gains (Losses)

on Available-

Derivative asset

Balance at September 30, 2019

Other comprehensive income (loss) before reclassifications

Amounts reclassified from accumulated other comprehensive income

Balance at September 30, 2020

Other comprehensive income (loss) before reclassifications

Amounts reclassified from accumulated other comprehensive income

Balance at September 30, 2021

Other comprehensive income (loss) before reclassifications

Amounts reclassified from accumulated other comprehensive income

Balance at September 30, 2022

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.

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, 2022, a total of 2,431,324 shares were reserved and available for future grant under the equity incentive plans.

2020 Equity Incentive Plan

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

Restricted Stock Unit Activity

The following table summarizes restricted stock unit activity for the fiscal year ended September 30, 2022:

Outstanding at September 30, 2021

Outstanding at September 30, 2022

The weighted average grant date fair value of restricted stock units granted during fiscal years 2022, 2021 and 2020 was $ 99.62 , $ 71.97 and $ 46.52 per share, respectively.

The fair value of restricted stock units vested during fiscal years 2022, 2021 and 2020 was $ 66.9 million, $ 28.4 million and $ 41.7 million, respectively.

During fiscal years 2022, 2021 and 2020, the Company remitted $ 25.2 million, $ 9.8 million and $ 24.1 million, respectively, collected from employees to satisfy their tax obligations as a result of share issuances.

As of September 30, 2022, the future unrecognized stock-based compensation expense related to restricted stock units expected to vest is $ 12.3 million and is expected to be recognized over an estimated weighted average amortization period of 1.4 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, 2022, 2021 and 2020:

Year ended September 30, 2022

Year ended September 30, 2021

Year ended September 30, 2020

Among the total restricted stock units granted, 0 , 98,783 , and 119,978 shares, respectively, were granted to the employees who belong to the discontinued operations in the year ended September 30, 2022, 2021 and 2020.

Subsequent to September 30, 2022, the Company cash settled stock-based awards for former employees that were conveyed with the sale of the semiconductor automation business.

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 2022, 2021 and 2020 were vested upon issuance.

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 2022, 2021 and 2020 vested upon issuance.

Performance-Based Restricted Stock Unit Grants

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

Performance-based awards granted in fiscal year 2022, 2021 and 2020 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

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, 2022, 670,136 shares of common stock remain available for purchase under the

During the fiscal year ended September 30, 2022 and 2021, the Company issued 82,035 shares and 106,516 shares, respectively, under the 2017 Plan.

Earnings per Share

The calculations of basic and diluted net income per share and basic and diluted weighted average shares outstanding are as follows for the fiscal years ended September 30, 2022, 2021 and 2020 (in thousands, except per share data):

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

Net Income (Loss) per Share

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

Year Ended September 30,

Loss from continuing operations

Income from discontinued operations, net of tax

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

Income (loss) from discontinued operations, net of tax

Net income (loss)

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

Dilutive restricted stock units

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

Basic net income per share:

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

Basic net income (loss) per share:

Loss from continuing operations

Income from discontinued operations, net of tax

Basic net income per share

Diluted net income per share:

Income (loss) from discontinued operations, net of tax

Basic net income (loss) per share

Diluted net income (loss) per share:

Loss from continuing operations

Income from discontinued operations, net of tax

Diluted net income per share

Restricted stock units of 64,122 , 24,012 and 16,695 , respectively, during fiscal year 2022, 2021 and 2020 were excluded from the computation of diluted earnings per share as their effect would be anti-dilutive based on the treasury stock method.

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, 2022, 2021 and 2020 (in thousands):

Year ended September 30,

Significant Business Line

Life Sciences Products

Sample Repository Solutions

Genomic Services

The Genomics Services and SRS values for 2021 have been adjusted for certain laboratory services that were classified from SRS into Genomics Services.

Contract Balances

Accounts Receivable, Net.

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, historical experience and other information through the payment periods.

Accounts receivable, net were $ 163.8 million and $ 119.9 million at September 30, 2022 and September 30, 2021, respectively.

Contract Assets.

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

Contract asset balances which are included within “Prepaid expenses and other current assets” on the Company’s Consolidated Balance Sheet, were $ 18.2 million and $ 15.3 million at September 30, 2022 and September 30, 2021, respectively.

Contract Liabilities.

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 $ 39.7 million and $ 25.7 million at September 30, 2022 and September 30, 2021, respectively.

Revenue recognized from the contract liability balance at September 30, 2021 was $ 13.9 million for the year ended September 30, 2022.

Remaining Performance Obligations.

The aggregate amount of transaction consideration allocated to remaining performance obligations as of September 30, 2022 was $ 80.2 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, 2022

Less than 1 Year

Greater than 1 Year

Remaining Performance Obligations

Cost to Obtain and Fulfill a Contract

As part of the Company’s cumulative effect adjustment upon the initial adoption of ASC 606, 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 primarily relate to sales commissions and are being amortized over a 60 -month period, which represents the average period of contract performance.

The Company capitalized $ 0.7 million of sales commissions during the fiscal year ended September 30, 2022.

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

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

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

Significant Customers

The Company had no individual customer that accounted for more than 10% of its consolidated revenue for each of the fiscal years ended September 30, 2022, 2021 and 2020.

There was no customer that accounted for more than 10% of the Company’s accounts receivable balance for each of the fiscal years ended September 30, 2022, 2021 and 2020.

Income (loss) from discontinued operations, net of tax

Diluted net income (loss) per share

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

Segment and Geographic Information

4 unchanged sentences

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

The Company previously operated in three reportable segments:

the Semiconductor Solutions Group segment, the Life Sciences Products segment, and the Life Sciences Services segment.

As discussed in Note 3, “Discontinued Operations”, our Semiconductor Solutions Group reportable segment has been classified as a discontinued operation.

The sale of the semiconductor automation business, which comprised the Semiconductor Solutions Group segment, was completed on February 1, 2022.

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

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

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

Within our Life Sciences Products segment, we have developed and continue to develop automated biological sample storage solutions for operating in low temperature environments.

We have a complete line up of automated stores from ambient temperatures to -190°C.

Our BioStore’s ™ unique design allows controlled temperature storage down to -80°C with the industry’s highest throughput of sample retrieval.

Within our Life Sciences Services segment, our genomics services business advances research and development activities by gene sequencing, synthesis, editing and related services.

We offer a comprehensive, global portfolio that we believe has both broad appeal in the life sciences industry and enables customers to select the best solution for their research challenges.

This portfolio also offers unique solutions for key markets such as cell and gene therapy, antibody development, and biomarker discovery by addressing genomic complexity and throughput challenges.

Our sample repository solutions business is a global leader in sample storage and management, and provides a full suite of reliable cold and ultra-cold chain solutions.

The Company considers adjusted operating income, which excludes charges related to amortization of completed technology, restructuring related charges and other special charges, such as impairment losses, as the primary performance metric when evaluating the business.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The following is the summary of the financial information for the Company’s reportable segments for the fiscal years ended September 30, 2023, 2022 and 2021 (in thousands):

3 unchanged sentences

Total revenue

Operating income:

Operating income (loss):

Life Sciences Products

Life Sciences Services

Reportable segment adjusted operating income

Amortization of completed technology

Restructuring related charges

Amortization of acquired intangible assets

Restructuring charges

Segment operating income (loss)

Amortization of intangible assets other than completed technology

Restructuring and restructuring related charges

Contingent consideration - fair value adjustments

Merger and acquisition costs and costs related to share repurchase (1)

Other unallocated corporate expenses

Total operating income

Total operating loss

Interest income

1 unchanged sentence

Loss on extinguishment of debt

Other expenses

Loss before income taxes

Life Sciences Products

Life Sciences Services

(1) Includes expenses related to governance-related matters.

September 30, 2023

September 30, 2022

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, 2022 and 2021 (in thousands):

Life Sciences Products

Life Sciences Services

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

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

September 30,

3 unchanged sentences

Deferred tax assets

Assets held for sale

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, 2022, 2021 and 2020 are as follows (in thousands):

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

Year Ended September 30,

1 unchanged sentence

North America

United Kingdom

Rest of Europe

Asia Pacific/ Other

The majority of the Company’s net revenue in North America is generated in the United States which amounted to $ 370.6 million, $ 320.8 million and $ 253.5 million, respectively, during fiscal years ended September 30, 2022, 2021 and 2020.

Property, plant and equipment by geographic area as of September 30, 2022 and 2021 are as follows (in thousands):

Total revenue

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

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

Net property, plant and equipment by geographic area as of September 30, 2023 and 2022 is as follows (in thousands):

September 30,

North America

United States

Asia Pacific/ Other

Property, plant and equipment located in the United States amounted to $ 84.8 million and $ 60.6 million, respectively, at September 30, 2022 and 2021.

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:

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.

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.

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

Fair Value Measurements at Reporting Date Using

Quoted Prices in

Active Markets for

Significant Other

September 30,

Identical Assets

Observable Inputs

Cash equivalents

Available-for-sale securities

Foreign exchange contracts

Net investment hedge

Foreign exchange contracts

Total liabilities

Fair Value Measurements at Reporting Date Using

Quoted Prices in

Active Markets for

Significant Other

September 30,

Identical Assets

Observable Inputs

Cash equivalents

Available-for-sale securities

Foreign exchange contracts

Acquisition-related contingent consideration

Total liabilities

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.

We consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents.

The fair values of these investments approximate their carrying values.

Available-For-Sale Securities

Available-for-sale securities primarily consist of municipal securities, bank certificate of deposits and U.S.

government backed securities, and as such are classified as Level 1.

Investments classified as Level 2 consist of debt securities that are valued using matrix pricing and benchmarking 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.

Net Investment Hedge

Net investment hedge assets 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 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 2022 and 2021, 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.

Total property, plant, and equipment, net

Significant Customers

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

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

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

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

Commitments and Contingencies

Tariff Matter

In fiscal year 2021, as part of the Company’s continued integration of GENEWIZ, which was acquired in November 2018, the Company initiated a review during first quarter of fiscal year 2021, 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 as a result and recorded a liability of $ 6.1 million in the second quarter of fiscal 2021.

During the three months ended June 30, 2022 the Company submitted a payment in the amount of $ 5.9 million to the customs authorities related to November 2021 and prior periods.

The customs authorities will review the Company’s calculation of tariffs for these periods and determine if any further tariffs are owed.

As of September 30, 2022, the accrual for these tariffs was $ 2.8 million, related to normal business activity.

The Company does not expect to incur any significant penalties associated with the tariffs.

Purchase Commitments

At September 30, 2022, the Company has non-cancelable commitments of $ 66.6 million, including purchase orders for inventory of $ 55.6 million, and information technology related commitments of $ 10.9 million.

Contingencies

1 unchanged sentence

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

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

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 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

Tariff Matter

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

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

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

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

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

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

Purchase Commitments

At September 30, 2023, the Company had non-cancellable commitments of $ 73.5 million, comprised of purchase orders for inventory of $ 51.3 million, and information technology related commitments of $ 22.2 million.

Subsequent Events

Acquisition completed after fiscal year end

On October 3, 2022 , subsequent to our fiscal 2022 year end, the Company acquired B Medical Systems S.á r.l.

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

This acquisition complements the Company’s cold chain capabilities, adding differentiated solutions for reliable and traceable transport of temperature-sensitive specimens.

The Company paid a total initial cash purchase price at closing of $ 422 million, as adjusted for cash acquired and other items pursuant to the Agreement.

The Seller is eligible to earn up to approximately $ 50 million in contingent consideration based upon achievement of certain financial metrics by B Medical and its subsidiaries.

In addition, the company paid down B Medical’s outstanding debt of $ 43.1 million prior to September 30, 2022, classified in prepaid assets, and recorded short term restricted cash of $ 381 million to complete the purchase on October 3, 2022.

The Company is in the process of performing an allocation of the purchase price to individual assets and liabilities.

Share Repurchase Program

On September 29, 2015, our Board of Directors approved a share repurchase program for up to $ 50 million of our common stock, or the 2015 Repurchase Program.

On November 4, 2022, our Board of Directors terminated the 2015 Repurchase Program and approved a new share repurchase program authorizing the repurchase of up to $ 1.5 billion of our common stock, or the 2022 Repurchase Program.

Repurchases under the 2022 Repurchase Program may be made in the open market or through privately negotiated transactions (including under an accelerated share repurchase, or ASR, agreement), or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, subject to market and business conditions, legal requirements, and other factors.

We are not obligated to acquire any particular amount of common stock under the 2022 Repurchase Program, and share repurchases may be commenced or suspended at any time at our discretion.

As part of the 2022 Repurchase Program, we expect to enter into an ASR agreement for the repurchase of up to $ 500 million of our common stock.

There were no repurchases of our common stock during the fiscal year ended September 30, 2022, and through the date of the filing.

Segment Change

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

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

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

● Multiomics and Synthesis Solutions.

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

● Sample Management Solutions (SMS).

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

● B Medical Systems (BMS).

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

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

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

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

Share Repurchases

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

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

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

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

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data