Azenta, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 43 Consolidated Balance Sheets as of September 30, 2023 and 2022 46 Consolidated Statements of Operations for the years ended September 30, 2023, 2022 and 2021 47 Consolidated Statements of Comprehensive Income for the years ended September 30, 2023, 2022 and 2021 48 Consolidated Statements of Cash Flows for the years ended September 30, 2023, 2022 and 2021 49 Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 30, 2023, 2022 and 2021 50 Notes to Consolidated Financial Statements 51 ​ ​ ​ ​ 42 Table of Contents Report of Independent Registered Public Accounting Firm ​ ​ To the Board of Directors and Stockholders of Azenta, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Azenta, Inc. and its subsidiaries (the “Company”) as of September 30, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended September 30, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). 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). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. 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 43 Table of Contents 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 A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ Acquisition of B Medical Systems S. á. r.l. - Valuation of One Certain Completed Technology ​ As described in Notes 2 and 4 to the consolidated financial statements, on October 3, 2022, the Company acquired B Medical for a purchase price of $432.2 million including contingent consideration. Of the acquired intangible assets, $100.6 million of completed technology was recorded, of which the majority was related to one certain completed technology. The fair value of the intangible assets was estimated using the income approach, specifically the multi-period excess earnings method. Significant judgment is used by management in determining fair value of assets acquired and liabilities assumed. Fair value may be based on valuations that utilize among other factors, revenue growth rates, operating expenses, integration costs, obsolescence factor, and discount rate. ​ The principal considerations for our determination that performing procedures relating to the valuation of one certain completed technology acquired in the acquisition of B Medical is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the one certain completed technology; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, operating expenses, integration costs, obsolescence factor, and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. ​ Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s 44 Table of Contents 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 multi-period excess earnings method and (ii) the reasonableness of the obsolescence factor and discount rate assumptions. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts November 20, 2023 We have served as the Company’s auditor since 2016. ​ ​ 45 Table of Contents AZENTA, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ September 30, ​ ​ 2023 ​ 2022 ​ ​ ​ Assets ​ ​ ​ ​ Current assets ​ ​ ​ ​ Cash and cash equivalents ​ $ 678,910 ​ $ 658,274 Short-term marketable securities ​ 338,873 ​ 911,764 Accounts receivable, net of allowance for expected credit losses ($ 8,057 and $ 5,162 , respectively) ​ 156,535 ​ 163,758 Inventories ​ 128,198 ​ 85,544 Derivative asset ​ ​ 13,036 ​ ​ 124,789 Short-term restricted cash ​ ​ 4,650 ​ ​ 382,596 Prepaid expenses and other current assets ​ 98,754 ​ 132,621 Total current assets ​ 1,418,956 ​ 2,459,346 Property, plant and equipment, net ​ 205,744 ​ 154,470 Long-term marketable securities ​ 111,338 ​ 352,020 Long-term deferred tax assets ​ 571 ​ 1,169 Goodwill ​ 784,339 ​ 513,623 Intangible assets, net ​ 294,301 ​ 178,401 Other assets ​ 70,471 ​ 57,093 Total assets ​ $ 2,885,720 ​ $ 3,716,122 Liabilities and stockholders' equity ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ Accounts payable ​ $ 35,796 ​ $ 38,654 Deferred revenue ​ 34,614 ​ 39,748 Accrued warranty and retrofit costs ​ 10,223 ​ 2,890 Accrued compensation and benefits ​ 33,911 ​ 41,898 Accrued customer deposits ​ ​ 17,707 ​ ​ 13,447 Accrued VAT payable ​ ​ 20,595 ​ ​ 16,418 Accrued income taxes payable ​ 7,378 ​ 28,419 Accrued expenses and other current liabilities ​ 50,704 ​ 49,072 Total current liabilities ​ 210,928 ​ 230,546 Long-term tax reserves ​ 380 ​ 1,684 Long-term deferred tax liabilities ​ 67,301 ​ 64,555 Long-term operating lease liabilities ​ ​ 60,436 ​ ​ 49,227 Other long-term liabilities ​ 12,175 ​ 6,724 Total liabilities ​ 351,220 ​ ​ 352,736 ​ ​ ​ ​ ​ Stockholders' equity ​ ​ ​ ​ Preferred stock, $ 0.01 par value - 1,000,000 shares authorized, no shares issued or outstanding ​ — ​ ​ — Common stock, $ 0.01 par value - 125,000,000 shares authorized, 71,294,247 shares issued and 57,832,378 shares outstanding at September 30, 2023, 88,482,125 shares issued and 75,020,256 shares outstanding at September 30, 2022 ​ 713 ​ 885 Additional paid-in capital ​ 1,156,160 ​ 1,992,017 Accumulated other comprehensive income (loss) ​ ( 62,426 ) ​ ( 83,916 ) Treasury stock, at cost - 13,461,869 shares at September 30, 2023 and September 30, 2022 ​ ( 200,956 ) ​ ( 200,956 ) Retained earnings ​ 1,641,009 ​ 1,655,356 Total stockholders' equity ​ ​ 2,534,500 ​ ​ 3,363,386 Total liabilities and stockholders' equity ​ $ 2,885,720 ​ $ 3,716,122 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 46 Table of Contents AZENTA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ 2023 2022 2021 Revenue ​ ​ ​ ​ Products ​ $ 277,191 ​ $ 180,950 ​ $ 181,036 Services ​ 387,881 ​ 374,548 ​ 332,667 Total revenue ​ 665,072 ​ 555,498 ​ 513,703 Cost of revenue ​ ​ ​ Products ​ 186,090 ​ 100,044 ​ 96,678 Services ​ 215,842 ​ 199,870 ​ 173,216 Total cost of revenue ​ 401,932 ​ 299,914 ​ 269,894 Gross profit ​ 263,140 ​ 255,584 ​ 243,809 Operating expenses ​ ​ ​ Research and development ​ 33,956 ​ 27,542 ​ 22,412 Selling, general and administrative ​ ​ 316,282 ​ ​ 251,465 ​ ​ 252,101 Contingent consideration - fair value adjustments ​ ( 18,549 ) ​ 600 ​ — Restructuring charges ​ 4,577 ​ 712 ​ 385 Total operating expenses ​ 336,266 ​ 280,319 ​ 274,898 Operating loss ​ ( 73,126 ) ​ ( 24,735 ) ​ ( 31,089 ) Other income (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ 43,735 ​ 20,286 ​ 632 Interest expense ​ — ​ ( 4,589 ) ​ ( 2,037 ) Loss on extinguishment of debt ​ — ​ ​ ( 632 ) ​ ​ — Other, net ​ ( 1,042 ) ​ ( 266 ) ​ ( 16,475 ) Loss before income taxes ​ ( 30,433 ) ​ ( 9,936 ) ​ ( 48,969 ) Income tax (benefit) expense ​ ( 17,550 ) ​ 1,350 ​ ( 20,100 ) Loss from continuing operations ​ ( 12,883 ) ​ ( 11,286 ) ​ ( 28,869 ) Income (loss) from discontinued operations, net of tax ​ ( 1,374 ) ​ 2,144,145 ​ 139,616 Net income (loss) ​ $ ( 14,257 ) ​ $ 2,132,859 ​ $ 110,747 Basic net income (loss) per share: ​ ​ ​ Loss from continuing operations ​ $ ( 0.19 ) ​ $ ( 0.15 ) ​ $ ( 0.39 ) Income (loss) from discontinued operations, net of tax ​ ( 0.02 ) ​ 28.63 ​ 1.88 Net income (loss) per share ​ $ ( 0.22 ) ​ $ 28.48 ​ $ 1.49 Diluted net income (loss) per share: ​ ​ ​ Loss from continuing operations ​ $ ( 0.19 ) ​ $ ( 0.15 ) ​ $ ( 0.39 ) Income (loss) from discontinued operations, net of tax ​ ( 0.02 ) ​ 28.63 ​ 1.88 Diluted net income (loss) per share ​ $ ( 0.22 ) ​ $ 28.48 ​ $ 1.49 Weighted average shares used in computing net income (loss) per share: ​ ​ ​ ​ Basic ​ 66,253 ​ 74,897 ​ 74,229 Diluted ​ 66,253 ​ 74,897 ​ 74,455 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ ​ 47 Table of Contents ​ ​ AZENTA, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2023 2022 2021 Net income (loss) ​ $ ( 14,257 ) ​ $ 2,132,859 ​ $ 110,747 Other comprehensive income (loss), net of tax: ​ ​ ​ Foreign currency translation reclassification adjustments included in income from discontinued operations (Note 2) ​ ​ — ​ ​ ( 16,567 ) ​ ​ — Net investment hedge currency translation adjustment, net of tax effects of $( 21,228 ) and $ 31,769 for the fiscal years 2023 and 2022, respectively ​ ​ ( 61,533 ) ​ ​ 93,020 ​ ​ — Foreign currency translation adjustments ​ 77,246 ​ ( 169,266 ) ​ ( 2,922 ) 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 ​ 5,774 ​ ( 10,908 ) ​ — Actuarial gains, net of tax effects of $( 1 ), $( 121 ), and $( 77 ) for the fiscal years 2023, 2022, and 2021, respectively ​ 3 ​ 454 ​ 354 Total other comprehensive income (loss), net of tax ​ 21,490 ​ ( 103,267 ) ​ ( 2,568 ) Comprehensive income ​ $ 7,233 ​ $ 2,029,592 ​ $ 108,179 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 48 Table of Contents Azenta, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ 2023 2022 2021 Cash flows from operating activities ​ ​ ​ ​ ​ ​ Net income (loss) $ ( 14,257 ) ​ $ 2,132,859 ​ $ 110,747 ​ Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ ​ Depreciation and amortization ​ 85,584 ​ 53,702 ​ 65,333 ​ Impairment of intangible assets — ​ — ​ 13,364 ​ Stock-based compensation 9,376 ​ 10,666 ​ 27,456 ​ Contingent consideration adjustment ​ ( 18,549 ) ​ ​ 600 ​ ​ — ​ Amortization and accretion on marketable securities ( 7,870 ) ​ ( 1,894 ) ​ 225 ​ Deferred income taxes ( 28,654 ) ​ 24,469 ​ ( 17,265 ) ​ Loss on extinguishment of debt — ​ 632 ​ — ​ Purchase accounting impact on inventory 9,664 ​ — ​ — ​ (Gain) loss on disposals of property, plant and equipment 43 ​ ( 21 ) ​ 260 ​ (Gain) loss on divestiture, net of tax ​ — ​ ​ ( 2,130,265 ) ​ ​ 948 ​ Fees paid stemming from divestiture ​ — ​ ​ ( 52,461 ) ​ ​ — ​ Taxes paid stemming from divestiture ​ — ​ ​ ( 431,600 ) ​ ​ — ​ Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable 33,992 ​ ( 31,397 ) ​ ( 69,643 ) ​ Inventories 8,253 ​ ( 66,629 ) ​ ( 50,443 ) ​ Accounts payable ( 14,710 ) ​ ( 3,926 ) ​ 30,967 ​ Deferred revenue ( 7,564 ) ​ 16,599 ​ ( 3,939 ) ​ Accrued warranty and retrofit costs 4,560 ​ 303 ​ 54 ​ Accrued compensation and tax withholdings ( 15,434 ) ​ 11,404 ​ 7,298 ​ Other current assets and liabilities ( 26,944 ) ​ ​ 913 ​ ​ 34,495 ​ Net cash provided by (used in) operating activities 17,490 ​ ( 466,046 ) ​ 149,857 ​ Cash flows from investing activities ​ ​ ​ ​ ​ ​ Purchases of property, plant and equipment ( 39,436 ) ​ ( 73,435 ) ​ ( 52,805 ) ​ Purchases of technology intangibles ​ — ​ ​ ( 4,000 ) ​ ​ — ​ Purchases of marketable securities ( 236,194 ) ​ ( 1,975,599 ) ​ ( 151 ) ​ Sales and maturities of marketable securities ​ 1,064,209 ​ ​ 705,384 ​ ​ 121 ​ Proceeds from divestiture, net of cash transferred — ​ 2,939,116 ​ — ​ Adjustment to proceeds from divestiture ​ — ​ ​ — ​ ​ ( 1,802 ) ​ Net Investment hedge settlement ​ 29,313 ​ ​ — ​ ​ — ​ Acquisitions, net of cash acquired ( 386,508 ) ​ ( 125,876 ) ​ ( 93,712 ) ​ Settlement (issuance) of note receivables — ​ — ​ 2,000 ​ Net cash provided by (used in) investing activities 431,384 ​ 1,465,590 ​ ( 146,349 ) ​ Cash flows from financing activities ​ ​ ​ Proceeds from issuance of common stock — ​ 5,245 ​ 5,812 ​ Principal payments on debt — ​ ( 49,725 ) ​ ( 828 ) ​ Payments of finance leases ​ ( 578 ) ​ ​ ( 388 ) ​ ​ ( 1,164 ) ​ Payment for contingent consideration related to acquisition ​ — ​ ​ ( 10,400 ) ​ ​ — ​ Withholding tax payments on net share settlements on equity awards ​ ( 4,988 ) ​ ​ — ​ ​ — ​ Stock repurchase ​ ( 838,514 ) ​ ​ — ​ ​ — ​ Common stock dividends — ​ ( 7,494 ) ​ ( 29,726 ) ​ Net cash used in financing activities ( 844,080 ) ​ ( 62,762 ) ​ ( 25,906 ) ​ Effects of exchange rate changes on cash and cash equivalents 37,955 ​ ( 180,819 ) ​ 5,205 ​ Net (decrease) increase in cash, cash equivalents and restricted cash ( 357,251 ) ​ 755,963 ​ ( 17,193 ) ​ Cash, cash equivalents and restricted cash, beginning of period 1,041,296 285,333 302,526 Cash, cash equivalents and restricted cash, end of period $ 684,045 $ 1,041,296 $ 285,333 Supplemental disclosures: ​ ​ ​ Cash paid for interest $ — ​ $ 469 ​ $ 1,435 ​ Cash paid for income taxes, net 43,073 ​ 452,461 ​ 38,020 ​ Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents of continuing operations $ 678,910 ​ $ 658,274 ​ $ 227,427 ​ Cash and cash equivalents included in assets held for sale ​ — ​ ​ — ​ ​ 45,000 ​ Short-term restricted cash ​ 4,650 ​ ​ 382,596 ​ ​ 7,145 ​ Long-term restricted cash included in other assets ​ 485 ​ ​ 426 ​ ​ 5,761 ​ Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 684,045 ​ $ 1,041,296 ​ $ 285,333 ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 49 Table of Contents Azenta, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (In thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Stock at ​ Additional ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Stock ​ Par ​ Paid-In ​ Comprehensive ​ Retained ​ Treasury ​ Total ​ ​ Shares ​ Value ​ Capital ​ Income (Loss) ​ Earnings ​ Stock ​ Stockholders’ Equity Balance September 30, 2020 87,293,710 ​ 873 ​ 1,942,850 ​ 21,919 ​ ( 551,072 ) ​ ( 200,956 ) ​ 1,213,614 Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes 515,212 ​ 5 ​ 5,806 ​ — ​ — ​ — ​ 5,811 Stock-based compensation — ​ — ​ 27,456 ​ — ​ — ​ — ​ 27,456 Common stock dividends declared, at $ 0.40 per share — ​ — ​ — ​ — ​ ( 29,726 ) ​ — ​ ( 29,726 ) Foreign currency translation adjustments — ​ — ​ — ​ ( 2,922 ) ​ — ​ — ​ ( 2,922 ) Actuarial gain (loss) arising in the year, net of tax — ​ — ​ — ​ 354 ​ — ​ — ​ 354 Net income (loss) — ​ — ​ — ​ — ​ 110,747 ​ — ​ ​ 110,747 Balance September 30, 2021 87,808,922 ​ 878 ​ 1,976,112 ​ 19,351 ​ ( 470,051 ) ​ ( 200,956 ) ​ 1,325,334 Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes 673,203 ​ 7 ​ 5,239 ​ — ​ — ​ — ​ 5,246 Stock-based compensation — ​ — ​ 10,666 ​ — ​ — ​ — ​ 10,666 Common stock dividends declared, at $ 0.10 per share — ​ — ​ — ​ — ​ ( 7,494 ) ​ — ​ ( 7,494 ) Unrealized gain on derivative asset, net of tax ​ — ​ ​ — ​ ​ — ​ ​ 93,020 ​ ​ — ​ ​ — ​ ​ 93,020 Foreign currency translation adjustments reclassed out of accumulated other comprehensive income related to discontinued operations ​ — ​ ​ — ​ ​ — ​ ​ ( 16,567 ) ​ ​ — ​ ​ — ​ ​ ( 16,567 ) Foreign currency translation adjustments — ​ — ​ — ​ ( 169,266 ) ​ — ​ — ​ ( 169,266 ) Changes in unrealized gains (losses) on marketable securities, net of tax — ​ — ​ — ​ ( 10,908 ) ​ — ​ — ​ ( 10,908 ) Actuarial gain (loss) arising in the year, net of tax — ​ — ​ — ​ 454 ​ — ​ — ​ 454 Net income (loss) — ​ — ​ — ​ — ​ 2,132,859 ​ — ​ ​ 2,132,859 Other ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 42 ​ ​ — ​ 42 Balance September 30, 2022 88,482,125 ​ 885 ​ 1,992,017 ​ ( 83,916 ) ​ 1,655,356 ​ ( 200,956 ) ​ 3,363,386 Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes 267,133 ​ 3 ​ ( 1,371 ) ​ — ​ — ​ — ​ ( 1,368 ) Accelerated share repurchase ​ ( 10,072,055 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 501,637 ) ​ ​ ( 501,637 ) Open market repurchases ​ ( 7,382,956 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 342,400 ) ​ ​ ( 342,400 ) Retirement of treasury shares — ​ ( 175 ) ​ ( 843,862 ) ​ — ​ — ​ 844,037 ​ — Stock-based compensation — ​ — ​ 9,376 ​ — ​ — ​ — ​ 9,376 Net investment hedge currency translation adjustment, net of tax ​ — ​ ​ — ​ ​ — ​ ​ ( 61,533 ) ​ ​ — ​ ​ — ​ ​ ( 61,533 ) Foreign currency translation adjustments — ​ — ​ — ​ 77,246 ​ — ​ — ​ 77,246 Changes in unrealized gains (losses) on marketable securities, net of tax — ​ — ​ — ​ 5,774 ​ — ​ — ​ 5,774 Net income (loss) — ​ — ​ — ​ — ​ ( 14,257 ) ​ — ​ ( 14,257 ) Actuarial gain (loss) arising in the year, net of tax ​ — ​ ​ — ​ ​ — ​ ​ 3 ​ ​ — ​ ​ — ​ ​ 3 Other ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 90 ) ​ ​ — ​ ​ ( 90 ) Balance September 30, 2023 71,294,247 ​ $ 713 ​ $ 1,156,160 ​ $ ( 62,426 ) ​ $ 1,641,009 ​ $ ( 200,956 ) ​ $ 2,534,500 The accompanying notes are an integral part of these consolidated financial statements. ​ 50 Table of Contents Azenta, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Operations Azenta, Inc. (“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 In the fourth quarter of fiscal year 2021, the Company entered into a definitive agreement to sell its semiconductor automation business to Thomas H. Lee Partners, L.P. (“THL”). The Company determined that the semiconductor automation business met the “held for sale” criteria and the “discontinued operations” criteria in accordance with Financial Accounting Standard Boards (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements , (“FASB ASC 205”) as of September 30, 2021. Please refer to Note 3, “Discontinued Operations” for further information about the discontinued businesses. The Consolidated Financial Statements were restated for all periods presented to reflect the discontinuation of the semiconductor automation business and the semiconductor cryogenics business in accordance with FASB ASC 205. The discussion in the notes to these Consolidated Financial Statements, unless otherwise noted, relate solely to the Company's continuing operations. On February 1, 2022, the Company completed the sale of the semiconductor automation business for $ 2.9 billion in cash. ​ 2. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements include the accounts of the Company and 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 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. Business Combinations 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 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 51 Table of Contents 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. Changes in the fair value of contingent consideration resulting from a change in the underlying inputs are recognized in results of operations until the arrangement is settled. Foreign Currency Translation Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Foreign currency exchange gains (losses) generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other 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 the Company’s foreign subsidiaries. The subsidiaries’ assets and liabilities are translated into the reporting currency at period-end exchange rates, while revenue, expenses, gains and losses are translated at the average exchange rates during the period. Gains and losses from foreign currency translations are recorded in “Accumulated other comprehensive income (loss)” in the Company’s Consolidated Balance Sheets and presented as “Foreign currency translation adjustments” in the Company’s Consolidated Statements of Comprehensive Income. The semiconductor automation business had foreign operations which had a cumulative translation adjustment balance of $ 16.6 million at the date of disposal of this business. This amount was removed from “Accumulated other comprehensive income (loss)” in the Company’s Consolidated Balance Sheet during the three months ended March 31, 2022, and included within the gain on the sale of the semiconductor automation business in “Income (loss) from discontinued operations, net of tax” in the Company’s Consolidated Statement of Operations. As a result, the Company presented a $ 16.6 million reclassification adjustment in “Accumulated other comprehensive income (loss)” in the Company’s Consolidated Balance Sheet at September 30, 2022. ​ Derivative Financial Instruments 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 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 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 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. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation based on the exposure being hedged. Certain derivatives held by the Company are not designated as hedges but are used in managing exposure to changes in foreign exchange rates. ​ 52 Table of Contents A fair value hedge is a derivative instrument designated for the purpose of hedging the exposure to changes in fair value of an asset or a liability resulting from a particular risk. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are both recognized in the results of operations and presented in the same caption in the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income. A cash flow hedge is a derivative instrument designated for the purpose of hedging the exposure to variability in future cash flows resulting from a particular risk. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in accumulated other comprehensive income (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 (loss) as a part of the foreign currency translation adjustment. Ineffective portions of net investment hedges are recognized in the results of operations. For derivative instruments not designated as hedging instruments, changes in fair value are recognized in the Consolidated Statements of Operations as gains or losses consistent with the classification of the underlying risk. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash deposits and cash equivalents, marketable securities, derivative instruments, and accounts receivable. All of the Company’s cash and cash equivalents, restricted cash, marketable securities and derivative instruments are maintained by major financial institutions. The Company invests cash not used in operations in investment grade, high credit quality securities in accordance with the Company’s investment policy which provides guidelines and limits regarding investments type, concentration, credit quality and maturity terms aimed at maintaining liquidity and reducing risk of capital loss. The Company regularly monitors the creditworthiness of its customers and believes that it has adequately provided for exposure to potential credit losses. The Company’s ten largest customers accounted for approximately 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. 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 53 Table of Contents 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: ● Level 1: 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. ● Level 2: 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. ● Level 3: 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. 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 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 several factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends, historical experience and other information over the payment periods. The Company reviews and adjusts the allowance for expected credit losses on a quarterly basis. Accounts receivable balances are written off against the allowance for expected credit losses when the Company determines that the balances are not recoverable. Provisions for expected credit losses are recorded in “Selling, general and administrative” expenses in the Consolidated Statements of Operations. The Company does not have any off-balance-sheet credit exposure related to its customers. Inventories Inventories are stated at the lower of cost or net realizable value determined on a first-in, first-out basis and include the cost of materials, labor and manufacturing overhead. The Company reports inventories at their net realizable value 54 Table of Contents and provides reserves for excess, obsolete or damaged inventory based on changes in customer demand, technology and other economic factors. Fixed Assets, Intangible Assets and Impairment of Long-lived Assets Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation expense is computed based on the straight-line method and charged to results of operations to allocate the cost of the assets over their estimated useful lives, as follows: ​ ​ ​ ​ Buildings 10 - 40 years Computer equipment and software 3 - 5 years Machinery and equipment 2 - 7 years Furniture and fixtures 5 years Vehicles 3 - 7 years ​ Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining terms of the respective leases. Equipment used for demonstrations to customers is included in machinery and equipment and depreciated over its estimated useful life. Repair and maintenance costs are expensed as incurred. The Company has developed software for internal use. Internal and external labor costs incurred during the application development stage of a project are capitalized. Costs incurred prior to application development and post implementation are expensed as incurred. Training and data conversion costs are expensed as incurred. 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. Finite-lived intangible assets are valued based on estimated future cash flows and amortized over their estimated useful lives based on methods that approximate the pattern in which the economic benefits are expected to be realized. Finite-lived intangibles assets and fixed assets are tested for impairment when indicators of impairment are present. For purposes of this test, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the Company determines that indicators of potential impairment are present, it assesses the recoverability of long-lived asset group by comparing its undiscounted future cash flows to its carrying value, 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. Finite-lived intangible assets are amortized over their useful lives, as follows: ​ ​ ​ ​ Trademarks 5 - 13 years Patents 8 years Completed technology 7 - 15 years Customer relationships 10 - 16 years Non-competition agreements 5 years ​ Leases The Company has operating leases for real estate and non-real estate and finance leases for non-real estate. The classification of a lease as operating or finance and the determination of the right-of-use asset (“ROU asset”) and lease liability are determined at lease inception. The ROU asset represents the Company’s right to use an underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at 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 55 Table of Contents incremental borrowing rate is used based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company’s lease agreements may contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. Fixed payments for non-lease components are combined with lease payments and accounted for as a single lease component which increases the amount of the ROU asset and liability. The ROU asset for operating leases is included within “Other assets” and the ROU asset for finance leases is included within “Property, plant and equipment, net” 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 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 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 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 impairment charges. The goodwill impairment test is performed at the reporting unit level. A reporting unit is either an operating segment or one level below it, which is referred to as a “component”. The level at which the impairment test is performed requires an assessment of whether the operations below an operating segment constitute a self-sustaining business, in which case testing is generally performed at this level. 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, (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 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. 56 Table of Contents Warranty Obligations 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, 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. The Company recognizes revenue for the transfer of such promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those products or services. Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when, or as, the transfer of control of the underlying performance obligation occurs. To determine the amount of consideration the Company expects to be entitled to and whether transfer of control has occurred, the Company applies the following five-step model: ​ ● Identify the contract with a customer. Contracts are accounted for when approval and commitment has been received from both parties, the rights of each party are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration to which the Company is entitled is probable. Contracts are generally evidenced through receipt of an approved purchase order or execution of a binding arrangement and can be both short and long-term. Long-term contracts within the segments relate to the sale of products with attached service-type warranty contracts that generally have a stated contract term that is greater than one year. Contracts may contain acceptance provisions where the Company is required to obtain technical acceptance from the customer upon completion of installation services and evidence of the system’s functional performance within the customer’s operating environment. The Company has concluded that acceptance criteria within its contracts can be objectively evaluated and will not impact the Company’s transfer of control assessment under ASC 606. ● Identify the performance obligations in the contract. Performance obligations include the sale of products and services. Certain customer arrangements related to the sale of automated cold sample management systems generally include more than one performance obligation and may include a combination of goods and or services, such as products with installation services or service-type warranty obligations. These contracts include multiple promises and as a result, the Company is required to evaluate each promise and determine whether the promise qualifies as a performance obligation within the contract. Contracts may contain the option to acquire additional products or services at defined prices. The Company reviews the pricing of these options to determine whether the option would exist independently of the current contract. If the pricing of contract options provides a material right to the customer that it would not receive without entering into the current contract, the Company accounts for the option as a separate performance obligation. ● Determine the transaction price. The transaction price of the Company’s contracts with its customer is generally fixed, based on the amounts to be contractually billed to the customer. Although uncommon, certain contracts may contain variable consideration in the form of customer allowances and rebates that consist primarily of retrospective volume-based discounts and other incentive programs. Variable consideration is estimated at contract inception and included in the transaction price if it is probable that a subsequent change in the estimate would not result in a significant revenue reversal. The period between transfer of control of the 57 Table of Contents performance obligations within a customer contract and timing of payment is generally within one year. As a result, the Company’s contracts typically do not include significant financing components. ● Allocate the transaction price to the performance obligations in the contract. For customer contracts that contain more than one performance obligation, the Company allocates the total transaction consideration to each performance obligation based on the relative stand-alone selling price of each performance obligation within the contract. The Company relies on either observable standalone sales or an expected cost-plus margin approach to determine the standalone selling price of offerings, depending on the nature of the performance obligation. Performance obligations whose standalone selling price is estimated using an expected cost-plus margin approach relate to the sale of customized automated cold sample management systems, services, and service-type warranties. ● Recognize revenue when or as the Company satisfies a performance obligation . The Company satisfies its performance obligations by transferring a product or service either at a point in time or over time, when the transfer of control of the underlying performance obligation has occurred. Control is evidenced by the customer’s ability to direct the use of and obtain substantially all the remaining benefits from the performance obligation. Revenue from third-party sales for which the Company does not meet the criteria for gross revenue recognition is recognized on a net basis. All other revenue is recognized on a gross basis. The Company excludes from the transaction price all sales taxes assessed by governmental authorities and as a result, revenue is presented net of tax. As a result of applying this five-step model under ASC 606, the Company recognizes revenues from its sale of products and services as follows: ​ ● Products: Revenue from the sale of standard products is recognized upon their transfer of control to the customer, which is considered complete at either the time of shipment or arrival at destination, based on the agreed upon terms within the contract. The Company’s payment terms for the sale of standard products are typically 30 to 60 days . Revenue from the sales of certain products that involve significant customization, which include primarily automated cold sample management systems is recognized over time as the asset created by the Company’s performance does not have alternative use to the Company and an enforceable right to payment for performance completed to date is present. The Company recognizes revenue as work progresses based on a percentage of actual labor hours incurred on the project to-date and total estimated labor hours expected to be incurred on the project. The selection of the method to measure progress towards completion requires judgment. The Company has concluded that using the percentage of labor hours incurred to estimated labor hours needed to complete the project most appropriately depicts the Company’s efforts towards satisfaction of the performance obligation. The Company develops profit estimates for long-term contracts based on total revenue expected to be generated from the project and total costs anticipated to be incurred in the project. These estimates are based on a number of factors, including the degree of required product customization and the work required to be able to install the product in the customer’s existing environment, as well as the Company’s historical experience, project plans and an assessment of the risks and uncertainties inherent in the contract related to implementation delays or performance issues that may or may not be within the Company’s control. The Company estimates a loss on a contract by comparing total estimated contract revenue to the total estimated contract costs and recognizes a loss during the period in which it becomes probable and can be reasonably estimated. The Company reviews profit estimates for long-term contracts during each reporting period and revises the estimate based on changes in circumstances. Revenue for certain arrangements that involve significant product customization but do not provide the Company with an enforceable right to payment for performance completed to date are recognized at a point in time, upon completion or substantial completion of the project, provided transfer of control has occurred. The project is considered substantially complete when the Company receives acceptance from the customer and remaining tasks are perfunctory or inconsequential and in control of the Company. Generally, the terms of long-term contracts provide for progress billings based on completion of milestones or other defined phases of work. In certain instances, payments collected from customers in advance of recognizing the related revenue are recorded and presented as contract liabilities within “Deferred revenue” on the Company’s 58 Table of Contents Consolidated Balance Sheet. Additionally, due to certain billing constraints within contracts, the customer may retain a portion of the contract price until completion of the contract. In these contracts, an unbilled receivable is recorded when revenue recognized may exceed billings, which the Company presents as a contract asset on the balance sheet, which is included within the “Prepaid expenses and other current assets” on the Company’s Consolidated Balance Sheet. ● Services: Service revenue is generally recognized ratably over time or on an output method, as the customer simultaneously receives and consumes the benefit of these services as they are performed. Payments related to service-type warranties may be made up front or proportionally over the contract term. Revenue for sample management and storage are recognized over the period the services are rendered or samples are stored. 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 Research and development costs are expensed as incurred. Research and development costs consist primarily of personnel expenses related to development of new products, as well as enhancements and engineering changes to existing products and development of hardware and software components. Stock-Based Compensation 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 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 59 Table of Contents award types, employee classes and historical experience. Current estimates may differ from actual results and future changes in estimates. Income Taxes The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, as well as operating loss and tax credit carryforwards. The Company’s Consolidated Financial Statements contain certain deferred tax assets that were recorded as a result of operating losses, as well as other temporary differences between financial and tax accounting. A valuation allowance is established against deferred tax assets if, based upon the evaluation of positive and negative evidence and the extent to which that evidence is objectively verifiable, it is more likely than not that some or all of the deferred tax assets will not be realized. Significant management judgment is required in determining the Company’s income tax (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. The calculation of the Company’s income tax liabilities involves consideration of uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon an audit conducted by taxing authorities, including resolution of related appeals or litigation processes, if any. If the Company determines that a tax position will more likely than not be sustained, the second step requires the Company to estimate and measure the tax benefit as the largest amount that is more likely than not to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company must determine the probability of various possible outcomes. The Company re-evaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors, such as changes in facts or circumstances, tax law, new audit activity and effectively settled issues. Determining whether an uncertain tax position is effectively settled requires judgment. A change in recognition or measurement may result in the recognition of a tax benefit or an additional charge to the tax 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. Diluted income or loss per share is determined by dividing net income by diluted weighted average shares outstanding during the period. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares. To the extent their effect is dilutive, employee equity awards and other commitments to be settled in common stock are included in the calculation of diluted income 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 Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting . In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. The ASUs provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The provisions of the ASUs 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. ​ 60 Table of Contents In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) – Disclosures by Business Entities about Government Assistance . The amendment in this ASU requires disclosures to increase the transparency of transactions with a government accounted for by applying a grant or contribution accounting model by analogy, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. This ASU is effective for annual periods beginning after December 15, 2021. The Company adopted this guidance for the fiscal year ended September 30, 2023 on a prospective basis . The adoption of the ASU did not impact the Company’s recording or reporting of such amounts in the Company’s consolidated financial statements. See “Government Assistance” for the required disclosures resulting from adoption of this ASU. In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This ASU is effective for annual periods beginning after December 15, 2021. The adoption of this ASU on October 1, 2022 did not have a material impact on the Company’s consolidated financial statements or disclosures. ​ ​ 3. Discontinued Operations Disposition of the Semiconductor Automation Business On September 20, 2021, the Company entered into a definitive agreement to sell its semiconductor automation business to Thomas H. Lee Partners, L.P. (“THL”) and the Company determined that the semiconductor automation business met the criteria to be classified as a discontinued operation and, as a result, its historical financial results are reflected in the consolidated financial statements as a discontinued operation, and assets and liabilities were classified as assets and liabilities held for sale. On February 1, 2022, the Company completed the sale of the semiconductor automation business for $ 2.9 billion in cash. As part of the transaction, the Company recorded an $ 18.1 million liability related to retention bonuses and cash settled stock-based awards for former employees of the Company that were conveyed with the transaction. The Company paid $ 0.6 million of these payments during the year ended September 30, 2022 and remitted the remaining payments to THL in November 2022, and THL directly paid the Company’s former employees. Following the completion of the sale, the Company no longer serves the semiconductor market. In connection with the closing of the sale, the Company and THL entered into a transition services agreement under which both the Company and THL provide each other certain transition services related to finance and accounting, information technology, human resources, compliance, facilities, legal and research and development support, for time periods ranging from three to 24 months . In addition, the Company agreed to lease back a portion of the facilities in Chelmsford, Massachusetts, that were sold to THL as part of the sale agreement. The leases are 24 months but may be terminated earlier by the Company upon 90 days ’ notice to THL. As of September 30, 2023, one of the two original leases is still in effect. The transition services and lease agreements approximate fair value and do not have a material impact on the Company’s financial results or operations. ​ 61 Table of Contents 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ 2022 2021 Revenue ​ ​ ​ ​ ​ Products ​ $ 244,962 ​ $ 624,358 Services ​ ​ 19,468 ​ ​ 55,698 Total revenue ​ ​ 264,430 ​ ​ 680,056 Cost of revenue ​ ​ ​ ​ ​ ​ Products ​ ​ 141,165 ​ ​ 354,786 Services ​ ​ 11,159 ​ ​ 29,750 Total cost of revenue ​ ​ 152,324 ​ ​ 384,536 Gross profit ​ ​ 112,106 ​ ​ 295,520 Operating expenses ​ ​ ​ ​ ​ ​ Research and development ​ ​ 18,486 ​ ​ 48,647 Selling, general and administrative ​ ​ 30,622 ​ ​ 70,634 Restructuring charges ​ ​ - ​ ​ 230 Total operating expenses ​ ​ 49,108 ​ ​ 119,511 Operating income ​ ​ 62,998 ​ ​ 176,009 Gain on divestiture ​ ​ 2,561,820 ​ ​ 133 Income before income taxes ​ ​ 2,624,818 ​ ​ 176,142 Income tax expense ​ ​ 480,673 ​ ​ 35,357 Net income from discontinued operations ​ $ 2,144,145 ​ $ 140,785 ​ The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to the semiconductor automation business that are included in the Consolidated Statements of Cash Flows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ ​ 2022 ​ ​ 2021 Depreciation and amortization ​ $ - ​ $ 8,472 Capital expenditures ​ ​ 2,862 ​ ​ 6,414 Stock-based compensation ​ ​ - ​ ​ 7,405 ​ ​ There were no significant non-cash items and or capital expenditures related to discontinued operations in 2023. ​ ​ 4. 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. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. The measurement period to finalize the fair values is completed within one year after the respective acquisition date. ​ 62 Table of Contents Acquisitions Completed in Fiscal Year 2023 Ziath Ltd 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. r.l. 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. ​ 63 Table of Contents 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Accounts receivable ​ $ 19,549 Inventory ​ 51,978 Other assets ​ 10,769 Property plant and equipment ​ 54,149 Identifiable Intangible Assets: ​ ​ Completed technology ​ 100,600 Trademarks ​ 5,500 Customer relationships ​ 36,700 Backlog ​ 600 Other liabilities ​ ( 32,533 ) Deferred income taxes, net ​ ​ ( 43,393 ) Goodwill ​ ​ 228,241 Total purchase price, net of cash acquired ​ $ 432,160 ​ 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, ​ ​ 2023 ​ ​ ​ ​ ​ ​ Revenue ​ $ 113,122 ​ Net loss ​ $ ( 26,463 ) ​ 64 Table of Contents ​ 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, ​ ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 665,072 ​ $ 672,151 Net income (loss) ​ $ ( 5,356 ) ​ $ 2,111,185 ​ 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, 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 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 Abeyatech LLC ​ On April 2, 2021 , the Company acquired Abeyatech LLC. The Company has included the financial results of the acquired operations within the Life Sciences Products segment. The purchase price includes $ 9.9 million cash payment and $ 9.4 million in contingent consideration, at present value, based on the acquired business’ performance for the 65 Table of Contents twelve-month period ending December 31, 2021, subject to customary working capital adjustments and other adjustments. The acquisition enhances the breadth and depth of the Company’s offerings and expands its expertise in the Life Sciences Products segment. The allocation of the consideration included $ 11.9 million of technology, $ 4.4 million of goodwill, and several other assets and liabilities for $ 3.0 million. The weighted useful life of all the intangible assets acquired is 12 years . The goodwill and intangibles are tax deductible. During the three months ended March 31, 2022, the Company paid $ 10.0 million related to the contingent consideration recorded at the time of acquisition based on the achievement of business performance targets set forth in the purchase agreement. The Company did not present pro forma financial information for its consolidated results of operations for the acquisition because such results are immaterial. Trans-Hit Biomarkers, Inc. ​ On December 3, 2020 , the Company acquired Trans-Hit Biomarkers Inc. (“THB”), a worldwide biospecimen procurement service provider based in Montreal, Canada. THB has an extensive collection capability for biospecimens and clinical samples through a worldwide partner network of clinical sites and biobanks. The total cash purchase price of the acquisition was approximately $ 15.1 million, net of cash acquired. The acquisition enhances the breadth and depth of the Company’s offerings and expands its expertise in the Life Sciences Services segment. The allocation of the consideration included $ 7.8 million of customer relationships, $ 9.3 million of goodwill, $ 2.4 million of deferred tax liabilities, and several other assets and liabilities. The weighted useful life of all intangibles acquired is 11 years . The Company has included the financial results of the acquired operations in the Life Sciences Services segment. The goodwill and intangibles are no t tax deductible. The Company did not present pro forma financial information for its consolidated results of operations for the acquisition because such results are immaterial. 5. 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Gross ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ ​ ​ ​ Cost ​ Losses ​ Gains ​ Fair Value September 30, 2023: ​ ​ ​ ​ U.S. Treasury securities and obligations of U.S. government agencies $ 227,804 ​ $ ( 2,573 ) ​ $ — $ 225,231 Bank certificates of deposits ​ ​ 8,122 ​ ​ ( 170 ) ​ ​ — ​ ​ 7,952 Corporate securities ​ ​ 221,155 ​ ​ ( 4,127 ) ​ ​ — ​ ​ 217,028 Municipal securities ​ — ​ ​ — ​ ​ — ​ — ​ ​ $ 457,081 ​ $ ( 6,870 ) ​ $ — ​ $ 450,211 September 30, 2022: ​ ​ ​ ​ ​ U.S. Treasury securities and obligations of U.S. government agencies ​ $ 804,774 $ ( 6,163 ) $ 21 ​ $ 798,632 Bank certificates of deposits ​ ​ 8,335 ​ ​ ( 158 ) ​ ​ 1 ​ ​ 8,178 Corporate securities ​ ​ 406,270 ​ ​ ( 8,113 ) ​ ​ — ​ ​ 398,157 Municipal securities ​ 59,043 ​ ​ ( 226 ) ​ ​ — ​ 58,817 ​ ​ $ 1,278,422 ​ $ ( 14,660 ) ​ $ 22 ​ $ 1,263,784 ​ ​ 66 Table of Contents The fair values of the marketable securities by contractual maturities at September 30, 2023 are presented below (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized ​ ​ ​ ​ ​ Cost ​ ​ Fair Value Due in one year or less ​ $ 342,901 ​ $ 338,873 Due after one year through five years ​ 111,121 ​ 108,279 Due after five years through ten years ​ ​ — ​ ​ — Due after ten years ​ 3,059 ​ 3,059 Total marketable securities ​ $ 457,081 ​ $ 450,211 ​ Expected maturities could differ from contractual maturities because the security issuers may have the right to prepay obligations without prepayment penalties. Unrealized losses from fixed-income securities are primarily attributable to changes in interest rates. Management does not believe any unrealized losses represent impairments based on our evaluation of the available evidence. ​ 6. 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, ​ 2023 2022 2021 Realized gains (losses) on derivatives not designated as hedging instruments ​ $ ( 1,174 ) ​ $ 991 ​ $ ( 7,781 ) ​ ​ 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 ​ ​ 2023 ​ ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cross-currency swap ​ Net Investment Hedge ​ $ 436,360 ​ $ 960,000 Foreign exchange contracts ​ Undesignated ​ ​ 184,800 ​ ​ 585,800 ​ ​ 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, ​ ​ 2023 ​ ​ 2022 ​ ​ 2023 ​ ​ 2022 Derivatives not designated as hedging instruments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign exchange contracts ​ $ 44 ​ $ 634 ​ $ ( 421 ) ​ $ ( 230 ) Total fair value ​ $ 44 ​ $ 634 ​ $ ( 421 ) ​ $ ( 230 ) ​ ​ 67 Table of Contents 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. S. dollar and the Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $ 1.0 billion for € 915.0 million at a weighted average interest rate of 1.20 %. The designated notional amount was $ 960.0 million, and the actual interest rate was 1.28 %. The 1.28 % rate was in the range of the market value for 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. ​ 7. Property, Plant and Equipment Property, plant and equipment were as follows as of September 30, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ 2023 ​ 2022 Buildings, land, and land use right ​ $ 41,870 ​ $ 29,581 Computer equipment and software ​ ​ 38,623 ​ ​ 35,814 Machinery and equipment ​ ​ 139,858 ​ ​ 90,700 Furniture and fixtures ​ ​ 7,426 ​ ​ 5,806 Leasehold improvements ​ ​ 52,670 ​ ​ 37,495 Capital projects in process ​ ​ 33,915 ​ ​ 36,644 Right-of-use asset ​ ​ 4,718 ​ ​ 2,476 Vehicles ​ ​ 1,540 ​ ​ — Property, plant and equipment, gross ​ ​ 320,620 ​ ​ 238,516 Less: accumulated depreciation and amortization ​ ​ ( 114,876 ) ​ ​ ( 84,046 ) Property, plant and equipment, net ​ $ 205,744 ​ $ 154,470 ​ ​ 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, 68 Table of Contents 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. 8. 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 ​ Life Sciences ​ ​ ​ ​ ​ Products ​ Services ​ Total Balance - September 30, 2021 ​ $ 110,138 ​ $ 359,218 ​ $ 469,356 Acquisitions ​ ​ 57,854 ​ ​ — ​ ​ 57,854 Currency translation adjustments ​ ​ ( 13,380 ) ​ ​ ( 207 ) ​ ​ ( 13,587 ) Balance - September 30, 2022 ​ $ 154,612 ​ $ 359,011 ​ $ 513,623 Acquisitions ​ 242,789 ​ — ​ 242,789 Currency translation adjustments ​ ​ 27,903 ​ ​ 24 ​ ​ 27,927 Balance - September 30, 2023 ​ $ 425,304 ​ $ 359,035 ​ $ 784,339 ​ 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 ​ ​ ​ ​ Accumulated ​ Net Book ​ ​ ​ Accumulated ​ Net Book ​ Cost Amortization Value Cost Amortization Value Patents ​ $ 1,226 ​ $ 1,175 ​ $ 51 ​ $ 1,225 ​ $ 1,106 ​ $ 119 Completed technology ​ 215,430 ​ 56,021 ​ 159,409 ​ 99,525 ​ 37,991 ​ 61,534 Trademarks and trade names ​ 6,630 ​ 1,445 ​ 5,185 ​ 400 ​ 41 ​ 359 Non-competition agreements ​ ​ 681 ​ ​ 568 ​ ​ 113 ​ ​ 681 ​ ​ 439 ​ ​ 242 Customer relationships ​ 290,800 ​ 161,257 ​ 129,543 ​ 246,949 ​ 130,802 ​ 116,147 Other intangibles ​ ​ 869 ​ ​ 869 ​ ​ — ​ ​ 202 ​ ​ 202 ​ ​ — Total ​ $ 515,636 ​ $ 221,335 ​ $ 294,301 ​ $ 348,982 ​ $ 170,581 ​ $ 178,401 ​ ​ 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. 69 Table of Contents Estimated future amortization expense for the intangible assets as of September 30, 2023 is as follows (in thousands): ​ ​ ​ ​ ​ 2024 ​ $ 49,750 2025 ​ 48,308 2026 ​ 44,952 2027 ​ 36,877 2028 ​ ​ 30,533 Thereafter ​ ​ 83,881 Total ​ $ 294,301 ​ ​ 9. 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) 2023 ​ 2022 Balance at beginning of period $ 462 ​ $ 304 Provisions ​ 4,577 ​ ​ 712 Payments ​ ( 4,028 ) ​ ​ ( 554 ) Balance at end of period $ 1,011 ​ $ 462 ​ 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. ​ 10. Leases The Company has operating leases for real estate and non-real estate and finance leases for non-real estate in North America, Europe, and Asia. Non-real estate leases are primarily related to vehicles and office equipment. Lease expiration dates range between 2023 and 2043. ​ 70 Table of Contents The components of operating lease expense for fiscal years 2023 and 2022 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease costs ​ $ 12,435 ​ $ 9,396 ​ Finance lease costs: ​ ​ ​ ​ ​ ​ ​ Amortization of assets ​ ​ 620 ​ ​ 182 ​ Interest on lease liabilities ​ ​ 40 ​ ​ 5 ​ Total finance lease costs ​ ​ 660 ​ ​ 187 ​ Total operating and finance lease costs ​ ​ 13,095 ​ ​ 9,583 ​ Variable lease costs ​ ​ 3,251 ​ ​ 3 ​ Short-term lease costs ​ ​ 1,920 ​ ​ 1,411 ​ Total lease costs ​ $ 18,266 ​ $ 10,997 ​ ​ ​ Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ September 30, 2022 ​ Operating Leases: ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ $ 66,580 ​ $ 54,059 ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued expenses and other current liabilities ​ $ 9,499 ​ $ 6,924 ​ Long-term operating lease liabilities ​ ​ 60,436 ​ ​ 49,227 ​ Total operating lease liabilities ​ $ 69,935 ​ $ 56,151 ​ ​ ​ ​ ​ ​ ​ ​ ​ Finance Leases: ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, at cost ​ $ 4,718 ​ $ 2,476 ​ Accumulated amortization ​ ​ ( 2,780 ) ​ ​ ( 2,276 ) ​ Property, plant and equipment, net ​ $ 1,938 ​ $ 200 ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued expenses and other current liabilities ​ $ 677 ​ $ 96 ​ Other long-term liabilities ​ ​ 1,361 ​ ​ 98 ​ Total finance lease liabilities ​ $ 2,038 ​ $ 194 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (in years): ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 10.92 ​ ​ 10.82 ​ Finance leases ​ ​ 3.41 ​ ​ 2.19 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average discount rate: ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 4.26 % ​ 3.93 % Finance leases ​ ​ 2.76 % ​ 1.29 % ​ ​ ​ 71 Table of Contents Supplemental cash flow information related to leases is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ ​ 2023 ​ 2022 ​ Cash paid for amounts included in measurement of liabilities: ​ ​ ​ ​ ​ ​ ​ Operating cash flows - operating leases ​ $ 10,949 ​ $ 7,977 ​ Operating cash flows - finance leases ​ $ 40 ​ $ 5 ​ Financing cash flows - finance leases ​ $ 578 ​ $ 393 ​ ​ ​ ​ ​ ​ ​ ​ ​ ROU assets obtained in exchange for lease liabilities: ​ ​ ​ ​ ​ ​ ​ Operating leases ​ $ 15,038 ​ $ 10,842 ​ Finance leases ​ $ 1,813 ​ $ 68 ​ ​ ​ ​ 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 ​ 2024 ​ $ 724 ​ $ 12,175 ​ 2025 ​ ​ 635 ​ ​ 11,838 ​ 2026 ​ ​ 474 ​ ​ 8,238 ​ 2027 ​ ​ 238 ​ ​ 7,807 ​ 2028 ​ ​ 57 ​ ​ 7,482 ​ Thereafter ​ ​ 9 ​ ​ 42,531 ​ Total future lease payments ​ ​ 2,137 ​ ​ 90,071 ​ Less imputed interest ​ ​ ( 99 ) ​ ​ ( 20,136 ) ​ Total lease liability balance ​ $ 2,038 ​ $ 69,935 ​ ​ 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. ​ ​ 11. Supplementary Balance Sheet Information The following is a summary of accounts receivable at September 30, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2023 2022 Accounts receivable ​ $ 164,592 ​ $ 168,920 Less allowance for expected credit losses ​ ( 8,057 ) ​ ( 5,162 ) Accounts receivable, net ​ $ 156,535 ​ $ 163,758 ​ ​ ​ ​ 72 Table of Contents The allowance for expected credit losses for the fiscal years ended September 30, 2023, 2022 and 2021 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ $ 5,162 ​ $ 4,318 ​ $ 7,146 Provisions ​ 8,849 ​ 3,536 ​ 3,445 Payments received ​ ​ ( 5,884 ) ​ ​ ( 2,278 ) ​ ​ ( 5,481 ) Write-offs and adjustments ​ ( 70 ) ​ ​ ( 414 ) ​ ​ ( 792 ) Balance at end of period ​ $ 8,057 ​ $ 5,162 ​ $ 4,318 ​ ​ ​ The following is a summary of inventories at September 30, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2023 2022 ​ ​ ​ Raw materials and purchased parts $ 59,861 ​ $ 39,685 Work-in-process 11,400 ​ 4,816 Finished goods 56,937 ​ 41,043 Total inventories $ 128,198 ​ $ 85,544 ​ ​ The activity for excess and obsolete inventory reserves is as follows for the fiscal years ended September 30, 2023, 2022 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ $ 4,082 ​ $ 3,681 ​ $ 3,136 Provisions ​ ​ 3,324 ​ ​ 1,752 ​ ​ 1,522 Inventory disposals and adjustments ​ ​ ( 2,415 ) ​ ​ ( 1,351 ) ​ ​ ( 977 ) Balance at end of period ​ $ 4,991 ​ $ 4,082 ​ $ 3,681 ​ 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ $ 5,927 ​ $ 8,592 ​ $ 10,623 Charge to income tax provision (benefit) ​ 1,137 ​ 1,337 ​ ( 3,247 ) Charged to other accounts ​ ​ 1,284 ​ ​ ( 4,002 ) ​ ​ 1,216 Balance at end of period ​ $ 8,348 ​ $ 5,927 ​ $ 8,592 ​ ​ 73 Table of Contents 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ $ 2,890 ​ $ 2,330 ​ $ 2,211 Adjustments for acquisitions and divestitures ​ ​ 2,475 ​ ​ 254 ​ ​ — Accruals for warranties during the year ​ ​ 8,198 ​ ​ 2,438 ​ ​ 2,300 Costs incurred during the year ​ ​ ( 3,340 ) ​ ​ ( 2,132 ) ​ ​ ( 2,181 ) Balance at end of period ​ $ 10,223 ​ $ 2,890 ​ $ 2,330 ​ ​ ​ 12. Debt and Line of Credit As of September 30, 2021, the Company had approximately $ 49.7 million of debt outstanding on a term loan. On February 1, 2022, the Company completed the sale of its semiconductor automation business and utilized a portion of the proceeds from the sale to extinguish the outstanding balance of the term loan. The Company also terminated its revolving line of credit which had no borrowings outstanding. The Company recorded a loss on debt and line of credit extinguishment of $ 0.6 million. During the fiscal years ended September 30, 2022 and 2021, the weighted average stated interest rate paid on all outstanding debt was 2.7 % and 2.8 %, respectively. During the year ended September 30, 2022 and 2021, the Company incurred aggregate interest expense of $ 0.5 million and $ 1.7 million, respectively, in connection with the borrowings. The deferred financing costs were accreted over the term of the loan using the effective interest rate method and are included in “Interest expense” in the accompanying Consolidated Statements of Operations. ​ 13. 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. 74 Table of Contents 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gains (Losses) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ on Available- ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ for-Sale ​ Gains (Losses) ​ Pension ​ ​ ​ ​ Translation ​ Securities ​ on Derivative asset ​ Liability ​ ​ ​ ​ Adjustments ​ Net of tax ​ Net of tax ​ Adjustments ​ Total Balance at September 30, 2020 ​ $ 23,061 ​ ( 1 ) ​ — ​ ( 1,141 ) ​ 21,919 Other comprehensive income (loss) before reclassifications ​ ( 2,922 ) ​ — ​ — ​ 333 ​ ( 2,589 ) Amounts reclassified from accumulated other comprehensive income (loss) ​ — ​ — ​ — ​ 21 ​ 21 Balance at September 30, 2021 ​ 20,139 ​ ( 1 ) ​ — ​ ( 787 ) ​ 19,351 Other comprehensive income (loss) before reclassifications ​ ( 169,266 ) ​ ( 10,908 ) ​ 93,020 ​ 412 ​ ( 86,742 ) Amounts reclassified from accumulated other comprehensive income (loss) ​ ( 16,567 ) ​ — ​ — ​ 42 ​ ( 16,525 ) Balance at September 30, 2022 ​ ( 165,694 ) ​ ​ ( 10,909 ) ​ ​ 93,020 ​ ​ ( 333 ) ​ ( 83,916 ) Other comprehensive income (loss) before reclassifications ​ 77,246 ​ 5,774 ​ ( 61,533 ) ​ ( 104 ) ​ 21,383 Amounts reclassified from accumulated other comprehensive income (loss) ​ — ​ — ​ — ​ 107 ​ 107 Balance at September 30, 2023 ​ $ ( 88,448 ) ​ $ ( 5,135 ) ​ $ 31,487 ​ $ ( 330 ) ​ $ ( 62,426 ) ​ 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 75 Table of Contents recognized as reclassifications from accumulated other comprehensive income (loss) and corresponding reductions in pension liabilities and net pension cost. ​ 14. 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 Significant Business Line ​ ​ ​ ​ ​ ​ ​ ​ ​ Life Sciences Products, excluding B Medical ​ $ 192,061 ​ $ 199,230 ​ $ 199,606 B Medical ​ ​ 113,122 ​ ​ - ​ ​ - Sample Repository Solutions ​ ​ 111,593 ​ ​ 105,331 ​ ​ 88,922 Genomic Services ​ ​ 248,296 ​ ​ 250,937 ​ ​ 225,175 Total revenue ​ $ 665,072 ​ $ 555,498 ​ $ 513,703 ​ 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 76 Table of Contents 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 ​ Total Remaining performance obligations ​ $ 54,159 ​ $ 24,228 ​ $ 78,387 ​ 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. 15. 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, ​ 2023 2022 2021 Restricted stock units ​ $ 8,027 ​ $ 10,597 ​ $ 18,923 Employee stock purchase plan ​ 1,349 ​ 1,846 ​ 1,128 Total stock-based compensation expense for continuing and discontinued operations ​ $ 9,376 ​ $ 12,443 ​ $ 20,051 Income tax benefit ​ ​ ( 1,406 ) ​ ​ ( 1,929 ) ​ ​ ( 3,208 ) Total compensation expense included in the statement of operations ​ ​ 7,970 ​ ​ 10,514 ​ ​ 16,843 ​ 77 Table of Contents 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): ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant-Date ​ ​ Shares ​ Fair Value Outstanding as of September 30, 2022 538,238 ​ $ 71.99 Granted 590,066 ​ $ 57.22 Vested ( 267,834 ) ​ $ 55.86 Forfeited ( 141,516 ) ​ $ 72.04 Outstanding as of September 30, 2023 718,954 ​ $ 67.40 ​ 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, ​ 2023 2022 2021 Time-based restricted stock units ​ 311,609 ​ 120,066 ​ 166,570 Common stock awards — 18,471 14,713 Performance-based restricted stock units 278,457 111,148 168,647 Total units 590,066 249,685 349,930 ​ 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. 78 Table of Contents 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 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, 2023, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2023 2022 2021 Risk-free interest rate 5.2 % 1.7 % 0.3 % Volatility 57 % 49 % 53 % Expected life 6 months 6 months 6 months Dividend yield — % — % 0.6 % ​ 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. ​ ​ 79 Table of Contents 16. 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 Description ​ Total Fair Value ​ Level 1 ​ Level 2 ​ Level 3 Assets: ​ ​ ​ ​ Cash equivalents ​ $ 525,952 ​ $ 525,952 ​ $ — ​ $ — Available-for-sale securities ​ 450,211 ​ 85,949 ​ ​ 364,262 ​ — Foreign exchange contracts ​ 44 ​ — ​ 44 ​ — Net investment hedge ​ 13,036 ​ — ​ 13,036 ​ — Total assets ​ $ 989,243 ​ $ 611,901 ​ $ 377,342 ​ $ — Liabilities: ​ ​ ​ ​ Foreign exchange contracts ​ ​ 421 ​ ​ — ​ ​ 421 ​ ​ — Total liabilities ​ $ 421 ​ $ — ​ $ 421 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, 2022 Description ​ Total Fair Value ​ Level 1 ​ Level 2 ​ Level 3 Assets: ​ ​ ​ ​ Cash equivalents ​ $ 374,804 ​ $ 374,055 ​ $ 749 ​ $ — Available-for-sale securities ​ 1,263,782 ​ 651,800 ​ 611,982 ​ — Foreign exchange contracts ​ 634 ​ — ​ 634 ​ — Net investment hedge ​ ​ 124,789 ​ ​ — ​ ​ 124,789 ​ ​ — Total assets ​ $ 1,764,009 ​ $ 1,025,855 ​ $ 738,154 ​ $ — Liabilities: ​ ​ ​ ​ Foreign exchange contracts ​ ​ 230 ​ $ — ​ ​ 230 ​ ​ — Total liabilities ​ $ 230 ​ $ — ​ $ 230 ​ $ — ​ ​ 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. 80 Table of Contents 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. ​ 17. Income Taxes The components of the income tax (benefit) expense from continuing operations for the fiscal years are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2023 2022 2021 Current income tax (benefit) expense ​ ​ ​ Federal ​ $ ( 599 ) ​ $ ( 4,826 ) ​ $ ( 14,247 ) State ​ 1,528 ​ 607 ​ ( 867 ) Foreign ​ 9,757 ​ 4,627 ​ 15,484 Total current income tax (benefit) expense ​ 10,686 ​ 408 ​ 370 Deferred income tax (benefit) expense: ​ ​ ​ Federal ​ ( 18,684 ) ​ ( 815 ) ​ ( 11,469 ) State ​ ( 402 ) ​ ( 180 ) ​ ( 2,283 ) Foreign ​ ( 9,150 ) ​ 1,937 ​ ( 6,718 ) Total deferred income tax (benefit) expense ​ ( 28,236 ) ​ 942 ​ ( 20,470 ) Income tax (benefit) expense ​ $ ( 17,550 ) ​ $ 1,350 ​ $ ( 20,100 ) ​ ​ The components of income (loss) from continuing operations before income taxes for the fiscal years are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2023 2022 2021 Domestic ​ $ ( 58,065 ) ​ $ ( 39,392 ) ​ $ ( 88,763 ) Foreign ​ 27,632 ​ 29,456 ​ 39,794 Loss before income taxes ​ $ ( 30,433 ) ​ $ ( 9,936 ) ​ $ ( 48,969 ) ​ ​ ​ 81 Table of Contents 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2023 2022 2021 Income tax benefit computed at federal statutory rate ​ $ ( 6,331 ) ​ $ ( 2,086 ) ​ $ ( 10,284 ) State income taxes, net of federal benefit ​ ( 851 ) ​ ( 776 ) ​ ( 1,005 ) Foreign income taxed at different rates ​ ( 22 ) ​ ( 1,182 ) ​ ( 2,594 ) Impact of investments in subsidiaries ​ ( 6,058 ) ​ — ​ 7,128 Nontaxable gain from acquisition earn-out liability reversal ​ ​ ( 3,959 ) ​ ​ — ​ ​ — Change in deferred tax asset valuation allowance ​ 1,137 ​ 1,337 ​ ( 3,247 ) Impact of change in uncertain tax positions ​ ( 1,321 ) ​ ( 358 ) ​ ( 10,607 ) Global intangible low taxed income, net of foreign tax credits ​ ​ — ​ ​ 4,060 ​ ​ 4,051 Impact of tax rate changes ​ ​ ( 1,391 ) ​ ​ 1,531 ​ ​ 165 Compensation ​ 1,598 ​ ( 1,199 ) ​ 462 Tax credits ​ ( 1,434 ) ​ ( 2,102 ) ​ ( 4,050 ) Merger costs ​ 1,056 ​ 1,629 ​ 20 Other non-deductible expenses and other taxes ​ ​ 1,304 ​ ​ 643 ​ ​ 591 Impact of effective state tax rate change ​ ​ — ​ ​ 763 ​ ​ — Research and development expense deduction ​ ​ ( 1,278 ) ​ ​ ( 910 ) ​ ​ ( 730 ) Income tax (benefit) expense ​ $ ( 17,550 ) ​ $ 1,350 ​ $ ( 20,100 ) ​ ​ 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. Substantially all of the unremitted earnings of the Company have been taxed in the U.S. based on the international tax regulations. ​ 82 Table of Contents The significant components of the net deferred tax assets and liabilities as of September 30, 2023 and 2022 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2023 2022 Accruals and reserves not currently deductible ​ $ 10,426 ​ $ 9,704 Federal, state and foreign tax credits ​ 157 ​ — Other assets ​ 613 ​ 1,095 Equity compensation ​ ​ 2,183 ​ ​ 3,508 Net operating loss carryforwards ​ 9,692 ​ 7,397 Lease liabilities ​ ​ 17,513 ​ ​ 14,700 Capitalized research and development ​ ​ 6,807 ​ ​ — Deferred revenue ​ ​ 3,672 ​ ​ 3,609 Outside basis differences in subsidiaries ​ 6,058 ​ ​ Deferred tax assets ​ 57,121 ​ 40,013 Depreciation and intangible amortization ​ ( 97,572 ) ​ ( 56,856 ) Right-of-use assets ​ ​ ( 16,632 ) ​ ​ ( 14,146 ) Other liabilities ​ ​ ( 317 ) ​ ​ ( 402 ) Net unrealized gain on hedging and investments ​ ​ ( 1,574 ) ​ ​ ( 27,144 ) Deferred tax liabilities ​ ( 116,095 ) ​ ( 98,548 ) Valuation allowance ​ ( 8,348 ) ​ ( 5,927 ) Net deferred tax asset (liability) ​ $ ( 67,322 ) ​ $ ( 64,462 ) ​ 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. ASC Topic 740 requires that all available evidence, both positive and negative, be considered in determining, based on the weight of that evidence, whether a valuation allowance is needed. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, (a) the more positive evidence is necessary and (b) the more difficult it is to support a conclusion that a valuation allowance is not needed for some portion or the entire deferred tax asset. A cumulative loss in recent years is considered a significant piece of negative evidence that is difficult to overcome in assessing the need for a valuation allowance. The Company evaluates the realizability of its deferred tax assets by tax-paying component and assesses the need for a valuation allowance on an annual and quarterly basis. The Company evaluates the profitability of each tax-paying component on a historical cumulative basis and a forward-looking basis in the course of performing this analysis. After evaluating all the relevant positive and negative evidence, the Company is not recording any additional valuation allowance against deferred tax assets in the United States. The Company is in a net deferred tax liability position and has sufficient future taxable income from the reversal of taxable temporary difference to offset the deductible temporary differences. The Company continued to hold a United States valuation allowance related to the realizability of certain state tax credits and net operating loss carry-forwards. The Company also maintains valuation allowances against net deferred tax assets in certain foreign tax-paying components as of the end of fiscal year 2023. It is reasonably possible in future years that the Company may not generate sufficient taxable income to realize the benefit of the deferred assets and recording a valuation allowance may be necessary. The Company has recognized pre-tax losses in the United States from continuing operations in recent years. If the Company continues to recognize losses in the United States and uses those losses to offset the future taxable temporary differences, it may become necessary to record a valuation allowance against future losses. 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. The federal net operating loss carry-forwards expire at various dates through 2030. The state of net operating loss carry-forwards will begin to expire in 2026. The majority of the foreign net operating loss carryovers have an indefinite carry-forward in Germany. 83 Table of Contents The Company has performed studies to determine if there are any annual limitations on the federal net operating losses under Section 382 of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. As a result of these studies, the Company has determined that ownership changes have occurred primarily in connection with acquisitions when the Company has issued stock to the sellers, as well as ownership changes in the subsidiaries acquired by the Company. The benefits of the net operating losses that will expire before utilization have not been recorded as deferred tax assets in the accompanying Consolidated Balance Sheets. 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. These liabilities involve judgment and estimation, and they are monitored based on the best information available. A reconciliation of the beginning and ending amount of the consolidated liability for unrecognized income tax benefits during the fiscal years ended September 30, 2023, 2022 and 2021 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period $ 1,679 ​ $ 2,006 ​ $ 16,722 Reductions from lapses in statutes of limitation ​ ( 1,381 ) ​ ​ ( 327 ) ​ ​ ( 14,716 ) Balance at end of period $ 298 ​ $ 1,679 ​ $ 2,006 ​ 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 (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. federal, state, local and foreign income taxes in various jurisdictions. The amount of income taxes paid is subject to the Company’s interpretation of applicable tax laws in the jurisdictions in which it files. In the normal course of business, the Company is subject to income tax audits in various global jurisdictions in which it operates. The years subject to examination vary for the United States and international jurisdictions, with the earliest tax year being 2018 . Based on the outcome of these examinations or the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in the Company’s Consolidated Balance Sheets. The Company currently does not anticipate it is reasonably possible that the unrecognized tax benefits and accrued interest on those benefits will be reduced in the next 12 months. ​ 84 Table of Contents 18. 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, ​ 2023 2022 2021 Loss from continuing operations ​ $ ( 12,883 ) ​ $ ( 11,286 ) ​ $ ( 28,869 ) Income (loss) from discontinued operations, net of tax ​ ( 1,374 ) ​ 2,144,145 ​ 139,616 Net income (loss) ​ ​ ( 14,257 ) ​ ​ 2,132,859 ​ ​ 110,747 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding used in computing basic income (loss) per share ​ 66,253 ​ 74,897 ​ 74,229 Dilutive restricted stock units ​ — ​ — ​ 226 Weighted average common shares outstanding used in computing basic and diluted income (loss) per share ​ 66,253 ​ 74,897 ​ 74,455 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic net income (loss) per share: ​ ​ ​ Loss from continuing operations ​ $ ( 0.19 ) ​ $ ( 0.15 ) ​ $ ( 0.39 ) Income (loss) from discontinued operations, net of tax ​ ( 0.02 ) ​ 28.63 ​ 1.88 Basic net income (loss) per share ​ $ ( 0.22 ) ​ $ 28.48 ​ $ 1.49 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted net income (loss) per share: ​ ​ ​ Loss from continuing operations ​ $ ( 0.19 ) ​ $ ( 0.15 ) ​ $ ( 0.39 ) Income (loss) from discontinued operations, net of tax ​ ( 0.02 ) ​ 28.63 ​ 1.88 Diluted net income (loss) per share ​ $ ( 0.22 ) ​ $ 28.48 ​ $ 1.49 ​ ​ 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. ​ 19. Segment and Geographic Information Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and to assess performance. The Company’s Chief Executive Officer is the Company’s chief operating decision maker. The Company operates in two reportable segments: the Life Sciences Products segment, and the Life Sciences Services segment. These reportable segments also represent the Company’s operating segments. The Company previously operated in three reportable segments, the Semiconductor Solutions Group segment, the Life Sciences Products segment, and the Life Sciences Services segment. As discussed in Note 3, Discontinued Operations , the sale of the semiconductor automation business, which comprised the Semiconductor Solutions Group segment, was completed on February 1, 2022. Historical information has been adjusted to reflect the new reportable segments. The Company’s Life Sciences Products segment provides automated cold storage solutions for biological and chemical compound samples. The Company’s storage systems provide reliable automation and sample inventory management at temperatures down to -190°C and can store anywhere from one to millions of samples. The Company’s sample management solutions include consumable vials and tubes, polymerase chain reaction, plates, instruments for supporting workflows, and informatics. This portfolio provides customers with a high level of sample quality, security, 85 Table of Contents 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. ​ 86 Table of Contents The following is the summary of the financial information for the Company’s reportable segments for the fiscal years ended September 30, 2023, 2022 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ ​ 2023 ​ 2022 ​ 2021 Revenue: ​ ​ ​ Life Sciences Products ​ $ 305,184 ​ $ 199,230 ​ $ 199,606 Life Sciences Services ​ 359,888 ​ 356,268 ​ 314,097 Total revenue ​ $ 665,072 ​ $ 555,498 ​ $ 513,703 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss): ​ ​ ​ ​ ​ ​ ​ Life Sciences Products ​ $ ( 30,321 ) ​ $ 11,033 ​ $ 23,094 Life Sciences Services ​ ( 14,722 ) ​ 10,784 ​ 22,659 Segment operating income (loss) ​ ​ ( 45,043 ) ​ ​ 21,817 ​ ​ 45,753 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of intangible assets other than completed technology ​ ​ 28,207 ​ ​ 24,965 ​ ​ 29,299 Restructuring and restructuring related charges ​ ​ 4,577 ​ ​ 712 ​ ​ 13,749 Contingent consideration - fair value adjustments ​ ​ ( 18,549 ) ​ ​ 600 ​ ​ — Merger and acquisition costs and costs related to share repurchase (1) ​ ​ 13,842 ​ ​ 17,329 ​ ​ 20,662 Other unallocated corporate expenses ​ ​ 6 ​ ​ 2,946 ​ ​ 13,132 Total operating loss ​ ​ ( 73,126 ) ​ ​ ( 24,735 ) ​ ​ ( 31,089 ) Interest income ​ ​ 43,735 ​ ​ 20,286 ​ ​ 632 Interest expense ​ ​ — ​ ​ ( 4,589 ) ​ ​ ( 2,037 ) Loss on extinguishment of debt ​ ​ — ​ ​ ( 632 ) ​ ​ — Other, net ​ ​ ( 1,042 ) ​ ​ ( 266 ) ​ ​ ( 16,475 ) Loss before income taxes ​ $ ( 30,433 ) ​ $ ( 9,936 ) ​ $ ( 48,969 ) (1) Includes expenses related to governance-related matters. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets: ​ September 30, 2023 ​ September 30, 2022 ​ ​ ​ Life Sciences Products ​ $ 927,033 ​ $ 378,790 ​ ​ ​ Life Sciences Services ​ ​ 794,752 ​ ​ 849,603 ​ ​ ​ Total assets ​ $ 1,721,785 ​ $ 1,228,393 ​ ​ ​ ​ 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, September 30, ​ ​ 2023 ​ 2022 Segment assets $ 1,721,785 $ 1,228,393 Cash and cash equivalents, restricted cash, and marketable securities ​ 1,134,256 ​ 2,305,081 Deferred tax assets ​ 571 ​ 1,169 Other assets ​ ​ 29,108 ​ ​ 181,479 Total assets ​ $ 2,885,720 ​ $ 3,716,122 87 Table of Contents ​ Revenue from external customers is attributed to geographic areas based on locations in which customer orders are placed. Revenue by geographic area for the fiscal years ended September 30, 2023, 2022 and 2021 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ ​ 2023 2022 2021 Geographic Location: ​ ​ ​ ​ ​ ​ ​ ​ ​ North America ​ $ 359,417 ​ $ 361,105 ​ $ 323,982 Africa ​ ​ 65,092 ​ ​ 1,331 ​ ​ 688 China ​ ​ 51,787 ​ ​ 53,867 ​ ​ 45,743 United Kingdom ​ ​ 26,764 ​ ​ 30,258 ​ ​ 31,539 Rest of Europe ​ ​ 109,856 ​ ​ 79,005 ​ ​ 77,266 Asia Pacific/ Other ​ 52,156 ​ 29,932 ​ 34,485 Total revenue ​ $ 665,072 ​ $ 555,498 ​ $ 513,703 ​ ​ 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, ​ 2023 2022 United States ​ $ 78,533 ​ $ 84,809 China ​ ​ 53,146 ​ ​ 56,585 Europe ​ ​ 70,654 ​ ​ 11,610 Asia Pacific/ Other ​ 3,411 ​ 1,466 Total property, plant, and equipment, net ​ $ 205,744 ​ $ 154,470 ​ ​ 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. 20. Commitments and Contingencies Contingencies The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or, in certain instances, provide reasonable ranges of potential losses. The Company may also have certain indemnification obligations pursuant to claims made under the definitive agreement it entered into with Edwards Vacuum LLC (a member of the Atlas Copco Group) in connection with the 88 Table of Contents Company’s sale of its semiconductor cryogenics business in the fourth quarter of fiscal year 2018. In the third quarter of fiscal year 2020, Edwards asserted claims for indemnification under the definitive agreement relating to alleged breaches of representations and warranties relating to customer warranty claims and inventory (the “2020 Claim”). In addition, in January 2023, Edwards filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York seeking indemnification from the Company under such definitive agreement for $ 1.0 million and other related damages, including interest and attorney’s fees, arising from a third-party claim that was included as part of their initial claims (the “2023 Claim”). In the second quarter of fiscal 2023, the Company accrued a liability of $ 2.5 million for the litigation with Edwards related to the 2020 and 2023 Claim of which $ 0.8 million was paid during the third quarter of 2023. In April 2023, the Company responded to and filed a counterclaim against Edwards for the 2023 Claim alleging breach of the definitive agreements by Edwards and seeking a declaratory judgment. During the third quarter of fiscal 2023, the Company and Edwards entered into a settlement agreement related to the 2023 Claim to avoid the costs and uncertainties of potential litigation. Under the settlement agreement, the Company paid Edwards $ 0.8 million from one of the indemnification escrows established at closing of the sale in return for the release of the 2023 Claim and any residual funds in this escrow. The 2020 Claim remains outstanding and $ 1.7 million remains in the balance of the accrued liability. 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. ​ ​ 89 Table of Contents 21. Subsequent Events ​ Segment Change ​ Effective October 1, 2023, the Company realigned its organizational structure from two principal business segments to three principal business segments to enhance its commercial strategy for accelerating growth and to enable additional profitability initiatives. The three new principal business segments are aligned with industry end-users and purchase decision-makers: Multiomics and Synthesis Solutions, Sample Management Solutions, and B Medical Systems. ● Multiomics and Synthesis Solutions. The Multiomics and Synthesis Solutions business resources will operate under a single structure that aligns scientists, marketing resources, and decision-making around the customer, with a full embodiment of the GENEWIZ heritage of “solid science, superior service.” ● Sample Management Solutions (SMS). Sample & Repository Solutions (SRS), Ultracold Systems and Consumables and Instruments resources will operate as a single business unit offering end-to-end sample management services and products. ● B Medical Systems (BMS). BMS will continue under its current management structure, focused on the manufacturing and distribution of temperature-controlled storage and transportation solutions in international markets to governments, health institutions, and non-government organizations. As a result of the segment change, the Company utilized a relative fair value approach to allocate goodwill to the reporting units existing under the new organizational structure as of the first quarter of fiscal 2024. The book value of the B Medical reporting unit approximates fair value and is expected to include approximately $ 107 million of goodwill as of October 1, 2023. In the event the financial performance of any of the reporting units does not meet management’s expectations in the future, the Company experiences a prolonged macroeconomic or market downturn, or there are other negative revisions to key assumptions used in the DCF Method, the Company may be required to perform additional impairment analyses with respect to such reporting unit and could be required to recognize an impairment charge. Share Repurchases ​ The Company repurchased an additional 2.1 million shares of common stock for $ 103.9 million (excluding fees, commissions, and excise tax) under the 2022 Repurchase Authorization subsequent to September 30, 2023 through the date of the filing of this Annual Report on Form 10-K. ​ On November 13, 2023, the Company announced its intention in fiscal 2024 to repurchase the remaining $ 500 million in shares of common stock available under the 2022 Repurchase Authorization. ​ Please refer to Note 13, Stockholders’ Equity for further detail regarding the 2022 Repurchase Authorization. ​ ​ ​ 90 Table of Contents Item 9. Changes in and Disagreements with Accountants on Financial Accounting and Financial Disclosure Not applicable.