Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Nov. 10, 2017 | Mar. 31, 2017 | |
Document and Entity Information [Abstract] | |||
Trading Symbol | BRKS | ||
Entity Registrant Name | BROOKS AUTOMATION INC | ||
Entity Central Index Key | 933,974 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 70,308,554 | ||
Entity Public Float | $ 1,172,736,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Current assets | ||
Cash and cash equivalents | $ 101,622 | $ 85,086 |
Marketable securities | 28 | 39 |
Accounts receivable, net | 120,828 | 106,372 |
Inventories | 106,395 | 92,572 |
Prepaid expenses and other current assets | 23,138 | 15,265 |
Total current assets | 352,011 | 299,334 |
Property, plant and equipment, net | 58,462 | 54,885 |
Long-term marketable securities | 2,642 | 6,096 |
Long-term deferred tax assets | 1,692 | 1,982 |
Goodwill | 233,638 | 202,138 |
Intangible assets, net | 83,520 | 81,843 |
Equity method investments | 28,593 | 27,273 |
Other assets | 6,070 | 12,354 |
Total assets | 766,628 | 685,905 |
Current liabilities | ||
Accounts payable | 49,100 | 41,128 |
Deferred revenue | 24,292 | 14,966 |
Accrued warranty and retrofit costs | 8,054 | 6,324 |
Accrued compensation and benefits | 27,065 | 21,254 |
Accrued restructuring costs | 1,708 | 5,939 |
Accrued income taxes payable | 11,417 | 7,554 |
Accrued expenses and other current liabilities | 25,142 | 22,628 |
Total current liabilities | 146,778 | 119,793 |
Long-term tax reserves | 1,687 | 2,681 |
Long-term deferred tax liabilities | 3,748 | 2,913 |
Long-term pension liabilities | 1,979 | 2,557 |
Other long-term liabilities | 4,792 | 4,271 |
Total liabilities | 158,984 | 132,215 |
Commitments and contingencies (Note 20) | ||
Stockholders' Equity | ||
Preferred stock, $0.01 par value- 1,000,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, $0.01 par value- 125,000,000 shares authorized, 83,294,848 shares issued and 69,832,979 shares outstanding at September 30, 2017, 82,220,270 shares issued and 68,758,401 shares outstanding at September 30, 2016 | 833 | 821 |
Additional paid-in capital | 1,874,918 | 1,855,703 |
Accumulated other comprehensive income | 15,213 | 15,166 |
Treasury stock, at cost- 13,461,869 shares | (200,956) | (200,956) |
Accumulated deficit | (1,082,364) | (1,117,044) |
Total stockholders' equity | 607,644 | 553,690 |
Total liabilities and stockholders' equity | $ 766,628 | $ 685,905 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2017 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 83,294,848 | 82,220,270 |
Common stock, shares outstanding | 69,832,979 | 68,758,401 |
Treasury stock, shares | 13,461,869 | 13,461,869 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue | |||
Product | $ 533,624 | $ 421,783 | $ 457,411 |
Services | 159,261 | 138,540 | 95,297 |
Total revenue | 692,885 | 560,323 | 552,708 |
Cost of revenue | |||
Products | 323,812 | 267,974 | 298,348 |
Services | 101,669 | 94,268 | 65,255 |
Total cost of revenue | 425,481 | 362,242 | 363,603 |
Gross profit | 267,404 | 198,081 | 189,105 |
Operating expenses | |||
Research and development | 47,004 | 51,543 | 52,232 |
Selling, general and administrative | 153,061 | 130,261 | 115,270 |
Restructuring charges | 4,417 | ||
Restructuring charges | 3,226 | 12,039 | 4,713 |
Total operating expenses | 203,291 | 193,843 | 172,215 |
Operating income | 64,113 | 4,238 | 16,890 |
Interest income | 464 | 452 | 899 |
Interest expense | (408) | (157) | (395) |
Gain on settlement of equity method investment | 1,847 | ||
Other (expense) income, net | (645) | (579) | 421 |
Income before income taxes and earnings (losses) of equity method investments | 65,371 | 3,954 | 17,815 |
Income tax provision | 12,140 | 75,810 | 3,430 |
Income (loss) before equity in earnings (losses) of equity method investments | 53,231 | (71,856) | 14,385 |
Equity in earnings (losses) of equity method investments | 9,381 | 2,380 | (164) |
Net income (loss) | $ 62,612 | $ (69,476) | $ 14,221 |
Basic net income (loss) per share (in dollars per share) | $ 0.90 | $ (1.01) | $ 0.21 |
Diluted net income (loss) per share (in dollars per share) | 0.89 | (1.01) | 0.21 |
Dividend declared per share (in dollars per share) | $ 0.40 | $ 0.40 | $ 0.40 |
Weighted-average shares used in computing net income (loss) per share: | |||
Basic (in shares) | 69,575 | 68,507 | 67,411 |
Diluted (in shares) | 70,485 | 68,507 | 68,549 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 62,612 | $ (69,476) | $ 14,221 |
Other comprehensive income (loss), net of tax: | |||
Cumulative foreign currency translation adjustments | (221) | 8,844 | (9,557) |
Unrealized gains (losses) on marketable securities, net of tax effects of $0, $58 and $(83) for fiscal years 2017, 2016 and 2015 | 2 | (106) | 141 |
Actuarial gains (losses) arising in the year, net of tax effects of $(74), $161, and $115 for fiscal years 2017, 2016 and 2015, respectively | 525 | (322) | (605) |
Pension settlement | (259) | 232 | |
Pension curtailment | 852 | ||
Total other comprehensive income (loss), net of tax | 47 | 9,268 | (9,789) |
Comprehensive income (loss) | $ 62,659 | $ (60,208) | $ 4,432 |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gains (losses) on marketable securities, tax | $ 0 | $ 58 | $ (83) |
Actuarial (loss) gain, tax | $ (74) | $ 161 | $ 115 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | |||
Net income (loss) | $ 62,612 | $ (69,476) | $ 14,221 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 28,149 | 28,046 | 25,160 |
Gain on settlement of equity method investment | (1,847) | ||
Impairment of other assets | 807 | ||
Stock-based compensation | 17,278 | 11,737 | 12,159 |
Amortization of premium on marketable securities and deferred financing costs | 252 | 339 | 1,193 |
(Earnings) losses of equity method investments | (9,381) | (2,380) | 164 |
Deferred income tax provision (benefit) | 517 | 70,273 | (2,173) |
Loss on write-downs of assets held for sale | 1,944 | ||
Pension settlement | (259) | 232 | |
Other gains on disposals of assets | (406) | (41) | (85) |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (11,178) | (1,796) | (5,134) |
Inventories | (12,792) | 8,565 | (5,919) |
Prepaid expenses and other current assets | (5,829) | (428) | (2,875) |
Accounts payable | 7,846 | (5,143) | 8,358 |
Deferred revenue | 8,049 | (3,290) | (6,779) |
Accrued warranty and retrofit costs | 1,602 | 290 | (407) |
Accrued compensation and tax withholdings | 5,565 | (3,234) | (1,148) |
Accrued restructuring costs | (4,241) | 3,860 | (1,247) |
Accrued pension costs | (32) | (811) | 812 |
Accrued expenses and other current liabilities | 10,319 | 2,229 | 5,251 |
Net cash provided by operating activities | 96,224 | 39,547 | 43,727 |
Cash flows from investing activities | |||
Purchases of property, plant and equipment | (12,677) | (12,848) | (16,146) |
Purchases of technology intangibles | (240) | ||
Purchases of marketable securities | (12,901) | (87,333) | |
Sales and maturities of marketable securities | 3,590 | 139,388 | 104,008 |
Disbursement for a loan receivable | (1,821) | ||
Acquisitions, net of cash acquired | (44,791) | (125,248) | (14,450) |
Proceeds from liquidation of a joint venture | 1,778 | ||
Purchases of other investments | (170) | (250) | (5,500) |
Proceeds from sales of property, plant and equipment | 100 | 2,806 | 6 |
Net cash used in investing activities | (54,188) | (10,874) | (17,637) |
Cash flows from financing activities | |||
Proceeds from line of credit | 366 | ||
Proceeds from issuance of common stock | 2,040 | 1,888 | 1,807 |
Payment of deferred financing costs | (28) | (708) | |
Repayment of debt assumed in business acquisition | (8,829) | ||
Common stock dividends paid | (27,932) | (27,503) | (26,992) |
Net cash used in financing activities | (25,920) | (25,957) | (34,014) |
Effects of exchange rate changes on cash and cash equivalents | 420 | 1,648 | (5,468) |
Net increase (decrease) in cash and cash equivalents | 16,536 | 4,364 | (13,392) |
Cash and cash equivalents, beginning of period | 85,086 | 80,722 | 94,114 |
Cash and cash equivalents, end of period | 101,622 | 85,086 | 80,722 |
Supplemental disclosures: | |||
Cash paid for interest | 200 | 114 | 395 |
Cash paid for income taxes, net | 8,142 | $ 4,930 | 3,883 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Derecognition of a capital lease obligation and the related assets | $ 7,804 | ||
Deferred financing costs included in accrued expenses | 423 | ||
Fair value of non-cash consideration for the acquisition of Cool Lab, LLC | $ 10,348 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Stock | Total |
Beginning Balance at Sep. 30, 2014 | $ 804 | $ 1,834,619 | $ 15,687 | $ (1,007,265) | $ (200,956) | $ 642,889 |
Beginning Balance (in shares) at Sep. 30, 2014 | 80,375,777 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued under stock option, restricted stock and purchase plans, net | $ 7 | (421) | (414) | |||
Shares issued under stock option, restricted stock and purchase plans, net (in shares) | 717,275 | |||||
Stock-based compensation | 12,159 | 12,159 | ||||
Common stock dividend declared, at $0.40, $0.40 and $0.40 per share for fiscal years 2017, 2016 and 2015, respectively | (27,021) | (27,021) | ||||
Comprehensive income (loss): | ||||||
Net income (loss) | 14,221 | 14,221 | ||||
Foreign currency translation adjustments | (9,557) | (9,557) | ||||
Changes in unrealized gains (losses) on marketable securities, net of tax effects of $0, $58, and $(83) for fiscal years 2017, 2016 and 2015, respectively | 141 | 141 | ||||
Actuarial gains (losses) arising in the year, net of tax effects of $(74), $161, and $115 for fiscal years 2017, 2016 and 2015, respectively | (605) | (605) | ||||
Recognition of pension settlement in earnings | 232 | 232 | ||||
Ending Balance at Sep. 30, 2015 | $ 811 | 1,846,357 | 5,898 | (1,020,065) | (200,956) | 632,045 |
Ending Balance (in shares) at Sep. 30, 2015 | 81,093,052 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued under stock option, restricted stock and purchase plans, net | $ 10 | (2,391) | (2,381) | |||
Shares issued under stock option, restricted stock and purchase plans, net (in shares) | 1,127,218 | |||||
Stock-based compensation | 11,737 | 11,737 | ||||
Common stock dividend declared, at $0.40, $0.40 and $0.40 per share for fiscal years 2017, 2016 and 2015, respectively | (27,503) | (27,503) | ||||
Comprehensive income (loss): | ||||||
Net income (loss) | (69,476) | (69,476) | ||||
Foreign currency translation adjustments | 8,844 | 8,844 | ||||
Changes in unrealized gains (losses) on marketable securities, net of tax effects of $0, $58, and $(83) for fiscal years 2017, 2016 and 2015, respectively | (106) | (106) | ||||
Actuarial gains (losses) arising in the year, net of tax effects of $(74), $161, and $115 for fiscal years 2017, 2016 and 2015, respectively | (322) | (322) | ||||
Pension curtailment (settlement) | 852 | 852 | ||||
Ending Balance at Sep. 30, 2016 | $ 821 | 1,855,703 | 15,166 | (1,117,044) | (200,956) | $ 553,690 |
Ending Balance (in shares) at Sep. 30, 2016 | 82,220,270 | 68,758,401 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued under stock option, restricted stock and purchase plans, net | $ 12 | 1,937 | $ 1,949 | |||
Shares issued under stock option, restricted stock and purchase plans, net (in shares) | 1,074,578 | |||||
Stock-based compensation | 17,278 | 17,278 | ||||
Common stock dividend declared, at $0.40, $0.40 and $0.40 per share for fiscal years 2017, 2016 and 2015, respectively | (27,932) | (27,932) | ||||
Comprehensive income (loss): | ||||||
Net income (loss) | 62,612 | 62,612 | ||||
Foreign currency translation adjustments | (221) | (221) | ||||
Changes in unrealized gains (losses) on marketable securities, net of tax effects of $0, $58, and $(83) for fiscal years 2017, 2016 and 2015, respectively | 2 | 2 | ||||
Actuarial gains (losses) arising in the year, net of tax effects of $(74), $161, and $115 for fiscal years 2017, 2016 and 2015, respectively | 525 | 525 | ||||
Pension curtailment (settlement) | (259) | (259) | ||||
Ending Balance at Sep. 30, 2017 | $ 833 | $ 1,874,918 | $ 15,213 | $ (1,082,364) | $ (200,956) | $ 607,644 |
Ending Balance (in shares) at Sep. 30, 2017 | 83,294,848 | 69,832,979 |
CONSOLIDATED STATEMENTS OF CHA9
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividend declared per share (in dollars per share) | $ 0.40 | $ 0.40 | $ 0.40 |
Changes in unrealized gains (losses) on marketable securities, tax | $ 0 | $ 58 | $ (83) |
Actuarial gain or loss arising in the year, tax | $ (74) | $ 161 | $ 115 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the Business Brooks Automation, Inc. (“Brooks”, or the “Company”) is a leading global provider of automation and cryogenic solutions for multiple applications and markets. The Company primarily serves the semiconductor capital equipment market and the life sciences sample management market. The Company’s semiconductor capital equipment market offerings include mission critical automated transport, vacuum, contamination controls solutions and services that are designed to improve throughput, yield and cost of ownership. The Company’s life science sample management market offerings include automation, consumables and instruments, sample storage and support services, as well as informatics that manage samples throughout the customers’ research discovery and development work flows. The Company’s technologies, engineering competencies and global service capabilities provide customers speed to market and ensure high uptime and rapid response, which equate to superior value in their mission-critical controlled environments. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company applies equity method of accounting to investments that provide it with ability to exercise significant influence over the entities in which it lacks controlling financial interest and is not a primary beneficiary. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates are associated with recording accounts receivable, inventories, goodwill, intangible assets other than goodwill, long-lived assets, derivative financial instruments, deferred income taxes, warranty and pension obligations, revenue recognized in accordance with the percentage of completion method, and stock-based compensation expense. The Company assesses the estimates on an ongoing basis and records changes in estimates in the period they occur and become known. Actual results could differ from these estimates. Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. Significant judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, royalty cost savings and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within the Company’s operating results. 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 (expense) income, net” in the Company’s Consolidated Statements of Operations. Net foreign currency transaction and remeasurement (losses) gains totaled $(2.3) million, $(1.9) million and $0.5 million for the fiscal years ended September 30, 2017, 2016 and 2015, respectively. The determination of the functional currency of the Company’s subsidiaries is based on their financial and operational environment and is the local currency of all of the Company’s foreign subsidiaries. The subsidiaries’ assets and liabilities are translated into the reporting currency at period-end exchange rates, while revenue, expenses, gains and losses are translated at the average exchange rates during the period. Gains and losses from foreign currency translations are recorded in accumulated other comprehensive income in the Company’s Consolidated Balance Sheets and presented as a component of comprehensive income (loss) in the Company’s Consolidated Statements of Comprehensive Income (Loss). Derivative Financial Instruments All derivatives, whether designated as a hedging relationship or not, are recorded in the Consolidated Balance Sheets at fair value. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation based on the exposure being hedged. Certain derivatives held by the Company are not designated as hedges but are used in managing exposure to changes in foreign exchange rates. A fair value hedge is a derivative instrument designated for the purpose of hedging the exposure of 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 (Loss). A cash flow hedge is a derivative instrument designated for the purpose of hedging the exposure to variability in future cash flows resulting from a particular risk. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in accumulated other comprehensive income and recognized in the results of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in the results of operations. A hedge of a net investment in a foreign operation is achieved through a derivative instrument designated for the purpose of hedging the exposure of changes in value of investments in foreign subsidiaries. If the derivative is designated as a hedge of a net investment in a foreign operation, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income as a part of the foreign currency translation adjustment. Ineffective portions of net investment hedges are recognized in the results of operations. For derivative instruments not designated as hedging instruments, changes in fair value are recognized in the Consolidated Statements of Operations as gains or losses consistent with the classification of the underlying risk. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash deposits and cash equivalents, marketable securities, derivative instruments and accounts receivable. All of the Company’s cash, cash equivalents, 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 top ten largest customers accounted for approximately 39%, 34% and 38% of its consolidated revenue for the fiscal years ended September 30, 2017, 2016 and 2015, respectively. One customer accounted for approximately 12% in the fiscal year ended September 30, 2015. No customers accounted for more than 10% of our consolidated revenue for fiscal years 2017 and 2016. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, marketable securities, derivative instruments, accounts receivable, loans receivable, convertible debt securities, a stock warrant, contingent consideration and accounts payable. Marketable securities and derivative instruments are measured at fair value based on quoted market prices or observable inputs other than quoted market prices for identical or similar assets or liabilities. Convertible debt securities were measured at fair value based on the probability-weighted expected return method utilizing various scenarios for the expected payout of the instrument covering the full range of the potential outcomes. Fair value of the asset securities was based upon the present value of the probability of each future outcome becoming available to the asset and the economic rights and preferences of each asset. Stock warrant was measured at fair value based on the Black-Scholes model which incorporated the constant price variation of the underlying asset, the time value of money, the warrant’s strike price and the time to the warrant’s expiration date. During fiscal year 2017, the Company settled the convertible debt securities and cancelled the stock warrant as a part of the non-cash consideration for the Company’s acquisition of Cool Lab, LLC. Please refer to Note 3, “Acquisitions”, Note 7, “Equity Method and Other Investments” and Note 19, “Fair Value Measurements” for further information on this transaction. Loans receivable are measured at fair value on a non-recurring basis. The Company considers the subordination features of the loans and the fair value of the collateral when measuring the loans’ fair value. The fair value of the loans receivable is determined based on valuation techniques, principally the discounted cash flow method, and could be different under different conditions or different assumptions, including the varying assumptions regarding future cash flows of the Borrower or discount rates. Contingent consideration is measured at fair value based on the probability-weighted average discounted cash flow model utilizing potential outcomes related to achievement of certain specified targets and events. The fair value measurement of the contingent consideration is based on probabilities assigned to each potential outcome and the discount rate. The carrying amounts of cash, cash equivalent, accounts receivable and accounts payable approximate their fair value due to their short-term nature. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash. At September 30, 2017 and 2016, cash equivalents were less than $0.1 million and $0.1 million, respectively. Cash equivalents are reported at cost which approximates their fair value due to their short-term nature and varying interest rates. Accounts Receivable, Allowance for Doubtful Accounts and Sales Returns Trade accounts receivable do not bear interest and are recorded at the invoiced amount. The Company maintains an allowance for doubtful accounts representing its best estimate of probable credit losses related to its existing accounts receivable and their net realizable value. The Company determines the allowance based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends and historical experience. The Company reviews its allowance for doubtful accounts on a quarterly basis and adjusts the balance based on the Company’s estimates of the receivables’ recoverability in the period the changes in estimates occur and become known. Accounts receivable balances are written off against the allowance for doubtful accounts when the Company determines that the balances are not recoverable. Provisions for doubtful accounts are recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations. The Company determines the allowance for sales returns based on its best estimate of probable customer returns. Provisions for sales returns are recorded in "Revenue" in the Consolidated Statements of Operations. The Company does not have any off-balance-sheet credit exposure related to its customers. Inventories Inventories are stated at the lower of cost or market determined on a first-in, first-out basis and include the cost of materials, labor and manufacturing overhead. The Company reports inventories at their net realizable value and provides reserves for excess, obsolete or damaged inventory based on changes in customer demand, technology and other economic factors. Fixed Assets, Intangible Assets and Impairment of Long-lived Assets Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation expense is computed based on the straight-line method and charged to results of operations to allocate the cost of the assets over their estimated useful lives, as follows: Buildings 10 - 40 years Computer equipment and software 3 - 7 years Machinery and equipment 2 - 10 years Furniture and fixtures 3 - 10 years 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 develops software for its internal use and capitalizes direct costs incurred to develop internal-use software during the application development stage after determining software technological requirements and obtaining management approval for funding projects probable of completion. Capitalization of the internal-use software development costs ceases upon substantially completing the project and placing the software into service based on its intended use. Training and data conversion costs, as well as costs incurred prior to the application development stage and during the post-implementation stage are expensed as incurred. As of September 30, 2017 and 2016, the Company had cumulative capitalized direct costs of $4.7 million and $3.7 million, respectively, associated with development of software for its internal use which are included within "Property, plant and equipment, net" in the accompanying Consolidated Balance Sheets. During fiscal year 2017, the Company capitalized direct costs of $ 1.1 million associated with development of software for its internal use. Cost of disposed assets and the associated accumulated depreciation are derecognized upon their retirement or at the time of disposal, and the resulting gain or loss is included in the Company’s results of operations. The Company identified finite-lived intangible assets other than goodwill as a result of acquisitions. Finite-lived intangible assets are valued based on estimated future cash flows and amortized over their estimated useful lives based on methods that approximate the pattern in which the economic benefits are expected to be realized. Finite-lived intangibles assets and fixed assets are tested for impairment when indicators of impairment are present. For purposes of this test, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the Company determines that indicators of potential impairment are present, it assesses the recoverability of long-lived asset group by comparing its undiscounted future cash flows to its carrying value. The future cash flow period is based on the future service life of the primary asset within the long-lived asset group. If the carrying value of the long-lived asset group exceeds its future cash flows, the Company determines fair values of the individual net assets within the long-lived asset group to assess potential impairment. If the aggregate fair values of the individual net assets of the group are less than their carrying values, an impairment loss is recognized for an amount in excess of the group’s aggregate carrying value over its fair value. The loss is allocated to the assets within the group based on their relative carrying values, with no asset reduced below its fair value. Finite-lived intangible assets are amortized over their useful lives, as follows: Patents 7 - 15 years Completed technology 3 - 10 years Customer relationships 3 - 11 years Goodwill Goodwill represents the excess of a purchase price over the fair value of net tangible and identifiable intangible assets of the businesses acquired by the Company. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company has elected April 1st as its annual goodwill impairment assessment date. If the existence of events or circumstances indicates that it is more likely than not that fair values of the reporting units are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment. Application of the goodwill impairment test requires significant judgment based on market and operational conditions at the time of the evaluation, including management’s best estimate of future business activity and the related estimates of future cash flows from the assets and the reporting units that include the associated goodwill. These periodic evaluations could cause management to conclude that impairment factors exist, requiring an adjustment of these assets to their then-current fair market values. Future business conditions and/or activity could differ materially from the projections made by management which could result in additional adjustments and impairment charges. The goodwill impairment test is performed at the reporting unit level. A reporting unit is either an operating segment or one level below it, which is referred to as a “component”. The level at which the impairment test is performed requires an assessment of whether the operations below an operating segment constitute a self-sustaining business, in which case testing is generally performed at this level. During the second quarter of fiscal year 2017, the Company adopted on a prospective basis the Accounting Standard Update 2017-04, Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment issued by the Financial Accounting Standards Board (the “FASB”) as a part of simplification initiative. The adoption of the guidance is expected to reduce the cost and complexity of evaluating goodwill for impairment and did not have an impact on the Company’s financial position or results of operations during fiscal year 2017. In accordance with provisions of the guidance, the Company first assesses q ualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company determines, based on this assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying value, it performs a quantitative goodwill impairment test by comparing the reporting unit’s fair value with its carrying value. An impairment loss is recognized for the amount by which the reporting unit’s carrying value exceeds its fair value, up to the total amount of goodwill allocated to the reporting unit. The Company determines fair values of its reporting units based on an income approach in accordance with the discounted cash flow method, or DCF Method. The DCF Method is based on projected future cash flows and terminal value estimates discounted to their present values. Terminal value represents a present value an investor would pay on the valuation date for the rights to the cash flows of the business for the years subsequent to the discrete cash flow projection period. The observable inputs used in the DCF Method include discount rates set above the Company’s weighted-average cost of capital. The Company derives discount rates that are commensurate with the risks and uncertainties inherent in the respective businesses and its internally developed projections of future cash flows. The Company considers the DCF Method to be the most appropriate valuation technique since it is based on management’s long-term financial projections. Due to the cyclical nature of the semiconductor equipment market, management’s projections as of the valuation date are considered more objective since market metrics of peer companies fluctuate during the cycle. In addition, the Company also compares aggregate values of its net corporate assets and reporting unit fair values to its overall market capitalization and uses certain market-based valuation techniques to test the reasonableness of the reporting unit fair values determined in accordance with the DCF Method. Deferred Financing Costs The Company records commitment fees and other costs directly associated with obtaining line of credit financing as deferred financing costs which are presented within "Other assets" in the accompanying Consolidated Balance Sheets. At September 30, 2017 and 2016, deferred financing costs were $0.5 million and $0.7 million, respectively. Such costs are amortized over the term of the related financing arrangement and included in “Interest expense” in the accompanying Consolidated Statements of Operations. Amortization expense incurred during fiscal years ended September 30, 2017 and 2016 was not material and was included in interest expense in the accompanying Consolidated Statements of Operations. Please refer to Note 9, “Line of Credit” for further information on this arrangement. Warranty Obligations The Company offers warranties on the sales of certain of its products and records warranty obligations for estimated future claims at the time revenue is recognized. Warranty obligations are estimated based on historical experience and management’s estimate of the level of future claims. Defined Benefit Pension Plans The cost and obligations of the Company’s defined benefit pension plans are calculated based on certain assumptions related to the estimated benefits that employees earn while working, the amount of which cannot be completely determined until the benefit payments cease. Key assumptions used in accounting for these employee benefit plans include the discount rate, expected return on plan assets and rate of increase in employee compensation levels. Assumptions are determined based on Company data and appropriate market indicators in consultation with third-party actuaries, and are evaluated each year as of the plans’ measurement date. Revenue Recognition The Company generates revenue from the following sources: · Products, including sales of tool automation and automated cold sample management systems, atmospheric and vacuum robots, contamination control solutions, cryogenic pumps and compressors, as well as consumables and spare parts. · Services, including repairs, upgrades, diagnostic support, installation, as well as biological sample and other support services. The Company recognizes revenue for such products and services when it is realized or realizable and earned. Revenue is considered realized and earned when all of the following revenue recognition criteria have been met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is probable. The Company recognizes shipping and handling fees billed to customers as revenue and includes the related costs in "Cost of revenue" in the accompanying Consolidated Statements of Operations. Revenue is presented net of taxes assessed by governmental authorities on revenue-producing transactions. Revenue from software products generated during fiscal years ended September 30, 2017 and 2016 was insignificant. Products Revenue from the sale of products is recognized upon their delivery to customers, provided all other revenue recognition criteria have been met. Delivery is considered complete when both of the following conditions have been met: (i) legal title and risk of loss have transferred to the customer upon product shipment or delivery; and (ii) the Company has reliably demonstrated that products have met their required specifications prior to shipment and, as a result, the Company possesses an enforceable claim right to amounts recognized as revenue. Revenue is recognized upon obtaining a customer technical acceptance if the Company was not able to demonstrate that products have met their required specifications prior to shipment and / or legal title and risk of loss did not transfer to the customer upon product shipment or delivery. 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. Customer allowances and rebates consist primarily of volume discounts and other incentive programs. Customer allowance and rebate amounts are estimated based on historical experience, contractual terms and expected level of sales during the qualifying incentive program period. The Company records customer allowances and rebates as a reduction of revenue at the time of product sale since they represent a reduction in purchase price. Revenue from product sales that involve significant customization, which include primarily automated cold sample management systems, is recognized based on the percentage of completion method. 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 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. These estimates are based on a number of factors, including the degree of required product customization and the customer’s existing environment based on installation work, 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 them based on changes in circumstances. The Company uses the completed contract method for certain arrangements that involve significant product customization and include contractual terms and customer rights disallowing the use of the percentage of completion method. The Company recognizes revenue for these arrangements upon completion or substantial completion of the project, provided all other revenue recognition criteria have been met. The project is considered substantially complete when the Company receives acceptance 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 as deferred revenue. Services Service revenue is generally recognized ratably over the period of performance, provided all other revenue recognition criteria have been met. Payments due or received from the customers prior to rendering the associated services are recorded as deferred revenue. Revenue from repair services or upgrades of customer-owned equipment is recognized upon completion of the repair effort and the shipment of the repaired product back to the customer. If the repairs or the upgrades include installation, revenue is recognized when the installation is completed. Multiple Element Arrangements Certain customer arrangements related to the sale of automated cold sample management systems and contamination control solution products represent multiple element arrangements that include product, service and other elements. The Company allocates arrangement consideration to each deliverable that has a standalone value based upon the selling price hierarchy which requires the Company to use vendor-specific objective evidence (the "VSOE") of selling price if it exists, or a third-party evidence (the "TPE") of the selling price in the absence of VSOE. If neither VSOE nor TPE of selling price exists for a deliverable, the Company uses its best estimate of selling price (the "BESP") for that deliverable. The Company has not been able to establish VSOE or TPE for the deliverables included in the multiple element arrangements and, as a result, primarily uses BESP to allocate the arrangement consideration. The Company determines BESP based on the cost plus a reasonable margin approach and considers entity-specific, as well as external market factors, when developing such estimates. The Company recognizes revenue for each deliverable that has a standalone value in accordance with its revenue recognition policies. Revenue allocated to the delivered elements is recognized at the time of delivery, provided all other revenue recognition criteria are met. Revenue allocated to the undelivered elements is deferred until the elements are delivered and all other revenue recognition criteria have been met. Certain multiple element arrangements include the sale of automated cold sample management systems and contamination control solution products with installation services. Revenue allocated to the automated cold sample management systems and contamination control solution products is recognized in accordance with the Company’s revenue recognition policies. Revenue allocated to the installation services is recognized based on the percentage-of-completion method or the completed contract method in which case it is deferred until the installation-related tasks have been completed. Certain customer arrangements include contingent revenue provisions in which a portion of the selling price of a delivered element is contingent on meeting specified performance criteria or on delivery of other elements included in the arrangement. The amount of revenue recognized for these arrangements is limited to the lower of either: (i) the amount billed to the customer that is not contingent on obtaining a customer technical acceptance; or (ii) the value of the arrangement consideration allocated to the delivered elements. Research and Development Expense Research and development costs are expensed as incurred and consist primarily of personnel expenses related to development of new products, as well as enhancements and engineering changes to existing products and development of hardware and software components. Stock-Based Compensation Expense The Company measures stock-based compensation cost at fair value on the grant date and recognizes the expense over the service period for the awards expected to vest. The fair value of restricted stock units is determined based on the number of shares granted and the closing price of the Company’s common stock quoted on NASDAQ on the date of grant. The Company recognizes stock-based compensation expense on a straight-line basis, net of estimated forfeitures, over the requisite service period. The Company recognizes benefits from stock-based compensation in equity using the with-and-without approach for the utilization of tax attributes. The Company makes estimates of stock award forfeitures and a number of awards expected to vest which requires significant judgment. The Company considers many factors in developing forfeiture estimates, including award types, employee classes and historical experience. The Company assesses the likelihood of achieving the performance goals for stock-based awards that vest upon the satisfaction of these goals. Current estimates may differ from actual results and future changes in estimates. |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 3 . Acquisitions Acquisitions Completed in Fiscal Year 2017 Acquisition of Pacific Bio-Material Management, Inc. and Novare, LLC On July 5, 2017, the Company entered into an asset purchase agreement with Pacific Bio-Material Management, Inc. (“PBMMI”) and Novare, LLC, a wholly owned subsidiary of PBMMI (collectively, the “sellers”), pursuant to which the Company acquired substantially all of the assets and liabilities of the sellers’ business related to providing storage, transportation, management, and cold chain logistics of biological materials. The acquisition is expected to expand the Company’s existing capabilities with respect to sample management and integrated cold chain storage and transportation solutions within the Brooks Life Science Systems segment. The Company paid to the sellers cash consideration of $34.3 million, net of cash acquired, which is subject to working capital adjustments. Such consideration included a debt repayment of $0.6 million which was assumed by the Company on behalf of the sellers and paid on the acquisition date. The Company used a market participant approach to record the assets acquired and liabilities assumed in the PBMMI acquisition. The purchase price allocation is based on a preliminary valuation and subject to further adjustments within the measurement period as additional information becomes available related to the fair value of such assets acquired and liabilities assumed. The fair values of property, plant and equipment, intangible assets acquired and residual goodwill were preliminary as of September 30, 2017. The Company will refine such fair value estimates as new information becomes available during the measurement period. Any adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the acquisition date. The preliminary amounts recorded were as follows (in thousands): Fair Value of Assets and Liabilities Accounts receivable (approximates contractual value) $ 2,800 Prepaid expenses and other current assets 267 Property, plant and equipment 2,887 Intangible assets 8,600 Goodwill 21,451 Accounts payable (699) Accrued liabilities (526) Deferred revenue (385) Other liabilities (103) Total purchase price, net of cash acquired $ 34,292 Fair values of intangible assets acquired consisted of customer relationship intangible assets of $8.5 million and trademarks of $0.1 million. The Company used the income approach in accordance with the excess-earnings method to estimate the fair value of customer relationship intangible assets which is equal to the present value of the after-tax cash flows attributable to the intangible asset only. The intangible assets acquired are amortized over the total weighted average period of 11.0 years using methods that approximate the pattern in which the economic benefits are expected to be realized. At the closing of the acquisition of PBMMI, a cash payment of $3.3 million was placed into escrow which was ascribed to the purchase price. The escrow balance of $3.3 million included $2.9 million related to satisfaction of the sellers' indemnification obligations with respect to their representations and warranties and other indemnities, as well as $0.4 million payable to the former owner of Novare as a compensation for a sale of his ownership interest. This escrow arrangement is administered by the Company on behalf of the sellers. The escrow balances were $2.9 million and $0.4 million, respectively, as of September 30, 2017. Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired and has been assigned to the Brooks Life Science Systems segment. Goodwill is primarily the result of expected synergies from combining the operations of PBMMI with the Company’s operations and is deductible for tax purposes. The operating results of PBMMI have been reflected in the results of operations for the Brooks Life Science Systems segment from the date of the acquisition, which included approximately three months of activity during the fourth quarter of fiscal year 2017. During fiscal year ended September 30, 2017, revenue and net income from PBMMI recognized in the Company’s results of operations were $3.4 million and $0.8 million, respectively. During fiscal year ended September 30, 2017, the net income included amortization expense $0. 3 million related to acquired intangible assets. During fiscal year 2017, the Company incurred $0.3 million in non-recurring transaction costs with respect to the PBMMI acquisition which were recorded in "Selling, general and administrative" expenses within the accompanying Consolidated Statements of Operations. The Company did not present a pro forma information summary for its consolidated results of operations for fiscal years ended September 30, 2017 and 2016 as if the acquisition of PBMMI occurred on October 1, 2015 because such results were immaterial. Acquisition of Cool Lab, LLC On November 28, 2016, the Company acquired 100% of the equity of Cool Lab, LLC ("Cool Lab") from BioCision, LLC ("BioCision"). The Company held a 20% equity ownership interest in BioCision prior to the acquisition. Cool Lab was established as a subsidiary of BioCision on November 28, 2016 upon the transfer of certain assets related to cell cryopreservation solutions with net carrying values of $0.9 million. Cool Lab provides a range of patented and/or patent-pending offerings for sample cooling and freezing, controlled rate freezing, portable cryogenic transport and archival storage solutions for customers with temperature-sensitive workflow process. Cool Lab’s offerings assist in managing the temperature stability of therapeutics, biological samples, and related biomaterials in ultra-cold and cryogenic environments. The acquisition of Cool Lab is expected to allow the Company to extend its comprehensive sample management solutions across the cold chain of custody, which is consistent with the other offerings it brings to its life sciences customers. Please refer to Note 7, "Equity Method and Other Investments" for further information on the equity interest in BioCision held by the Company immediately before the acquisition date. The aggregate purchase price of $15.2 million consisted of a cash payment of $4.8 million, a liability to the seller of $0.1 million and the settlement of certain preexisting relationships with Cool Lab and BioCision, disclosed as non-cash consideration of $10.3 million, which has been measured at fair value on the acquisition date. The non-cash consideration of $10.3 million consisted of financial instruments of BioCision held by the Company prior to the acquisition of Cool Lab that were subsequently measured at fair value on the acquisition date and delineated as non-cash consideration paid for Cool Lab. Such non-cash consideration was comprised of: (i) the redeemable fair value of the Company’s existing 20% equity ownership interest in BioCision of $3.1 million, (ii) convertible debt securities of BioCision and warrants of $5.6 million to purchase BioCision’s preferred units, and (iii) term notes of BioCision of $1.6 million including accrued interest. Such pre-acquisition financial instruments had an aggregate carrying value of $8.6 million and were measured at an aggregated fair value of $10.3 million on the acquisition date. As a result of such measurement, the Company recognized a net gain of $1.6 million during fiscal year 2017. Please refer to Note 7, "Equity Method Investments" and Note 19, "Fair Value Measurements" for further information on the financial instruments included in the non-cash consideration and the valuation techniques and inputs used in fair value measurements. The Company used a market participant approach to record the assets acquired and liabilities assumed in the Cool Lab acquisition. The purchase price allocation is based on a preliminary valuation and subject to further adjustments within the measurement period as additional information becomes available related to the fair value of such assets acquired and liabilities assumed. The fair values of intangible assets acquired and residual goodwill were preliminary as of September 30, 2017. The Company will refine such fair value estimates as new information becomes available during the measurement period. Any adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the acquisition date. The preliminary amounts recorded were as follows (in thousands): Fair Value of Assets d Liabilities Inventory $ 1,283 Intangible assets 6,100 Goodwill 8,527 Accrued liabilities (30) Other liabilities (686) Total purchase price $ 15,194 Fair values of intangible assets acquired consisted of: (i) a customer relationship intangible asset of $3.6 million attributable to a certain customer, (ii) completed technology of $1.2 million and (iii) other customer relationship intangible assets of $1.3 million. The Company used the income approach in accordance with the excess-earnings method to estimate the fair value of customer relationship intangible assets. The Company used the income approach in accordance with the relief-from-royalty method to estimate the fair value of the completed technology which is equal to the present value of the after-tax royalty savings attributable to owning that intangible asset. The weighted average amortization periods for intangible assets acquired are 3 years for the customer relationship intangible asset attributable to a certain customer, 8 years for completed technology and 10 years for other customer relationship intangible assets. The intangible assets acquired are amortized over the total weighted average period of 5.4 years using methods that approximate the pattern in which the economic benefits are expected to be realized, including percentage of revenue expected to be generated from sales to a certain customer over the contract term. Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired and has been assigned to the Brooks Life Science Systems segment. Goodwill is primarily the result of expected synergies from combining the operations of Cool Lab with the Company’s operations and is deductible for tax purposes. The Company recorded a liability of $0.7 million in the purchase price allocation that represented a pre-acquisition contingency incurred on the acquisition date. The obligation is related to a rebate that is due to a particular customer if the annual product sales volume metrics exceed threshold amounts under the provisions of the contract with this customer assumed by the Company. Fair value of such liability was determined based on a probability weighted discounted cash flow model. The carrying amount of the liability was $0.7 million at September 30, 2017. Additionally, the Company recognized a customer relationship intangible asset of $3.6 million related to this arrangement, as discussed above. The operating results of Cool Lab have been reflected in the results of operations for the Brooks Life Science Systems segment from the date of the acquisition, which included approximately one month of activity during the first quarter of fiscal year 2017. During fiscal year ended September 30, 2017, revenue and net loss from Cool Lab recognized in the Company’s results of operations were $3. 7 million and $0.3 million, respectively. During fiscal year ended September 30, 2017, the net loss included charges of $0.4 million related to the step-up in value of the acquired inventories and amortization expense $1.2 million related to acquired intangible assets. During fiscal year 2017, the Company incurred $0.4 million in non-recurring transaction costs with respect to the Cool Lab acquisition which were recorded in "Selling, general and administrative" expenses within the accompanying Consolidated Statements of Operations. The Company did not present a pro forma information summary for its consolidated results of operations for fiscal years ended September 30, 2017 and 2016 as if the acquisition of Cool Lab occurred on October 1, 2015 because such results were immaterial. Other On August 22, 2017, the Company acquired certain assets and liabilities of RURO, Inc., (the “seller”), a U.S.-based provider of sample management software solutions across multiple end markets, including academic research, government, pharmaceutical, biotech, and healthcare. The acquired FreezerPro® web-based software platform together with an exclusive license to sell and distribute RURO’s BioBankPro ® software will allow the Company to complement its existing informatics offerings within the Brooks Life Science Systems segment and extend its informatics solutions to address laboratories, biobanks or enterprises that manage biological samples. The aggregate purchase price of $5.5 million consisted of a cash payment of $5.2 million and a liability to the seller of $0.4 million. The Company allocated the purchase price of $5.5 million to the assets acquired and liabilities assumed related to the acquisition at their fair values as of the acquisition date, of which $0.1 million was ascribed to accounts receivable, $4.0 million to intangible assets, $1.6 million to goodwill assigned to the Brooks Life Science Systems segment and $0.2 million to deferred revenue. Fair values of intangible assets acquired of $4.0 million consisted of customer relationship intangible assets of $3.1 million and completed technology of $0.9 million. The purchase price allocation is based on a preliminary valuation and subject to further adjustments within the measurement period as additional information becomes available related to the fair value of such assets acquired and liabilities assumed. The Company will refine such fair value estimates as new information becomes available during the measurement period. Any adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the acquisition date. At the closing of the acquisition, a cash payment of $0.5 million was placed into escrow which was ascribed to the purchase price. The escrow was related to satisfaction of the sellers' indemnification obligations with respect to their representations and warranties and other indemnities. The operating results of the acquisition have been reflected in the results of operations for the Brooks Life Science Systems segment from the date of the acquisition, which included approximately one month of activity during the fourth quarter of fiscal year 2017. The Company did not present a pro forma information summary for its consolidated results of operations for fiscal years ended September 30, 2017 and 2016 as if the acquisition occurred on October 1, 2015, as well as revenue or the results of operations related to the acquisition for fiscal year ended September 30, 2017 from the date of acquisition since s uch results are not material to the Company’s consolidated financial results during the period then ended. Acquisitions Completed in Fiscal Year 2016 Acquisition of BioStorage Technologies, Inc. On November 30, 2015, the Company completed its acquisition of BioStorage Technologies, Inc., or BioStorage, an Indiana-based global provider of comprehensive sample management and integrated cold chain solutions for the biosciences industry. These solutions include collection, transportation, processing, storage, protection, retrieval and disposal of biological samples. These solutions combined with the Company’s existing offerings, particularly automation for sample storage and formatting, provide customers with fully integrated sample management cold chain solutions which will help them increase productivity, efficiencies and speed to market. This acquisition will allow the Company to access a broader customer base that is storing samples at ultra cold temperatures and simultaneously provide opportunities for BioStorage to use the Company’s capabilities to expand into new markets. The Company acquired 100% of the issued and outstanding shares of BioStorage. A cash payment of $130.7 million, net of the seller’s cash of $2.8 million, resulted in a net cash outflow of $128.0 million, including $125.2 million ascribed to the purchase price and $2.5 million for retention arrangements with certain employees based on the completion of a service retention period. The cash payment included a debt repayment of $3.2 million and transaction costs of $2.9 million paid by the Company on behalf of BioStorage. On September 9, 2016, the Company reached a settlement with the sellers of BioStorage’s stock related to certain working capital adjustments. On September 13, 2016, the Company received $0.2 million of proceeds from the sellers as a result of such settlement, which was recorded as a decrease of $0.2 million in the purchase price and goodwill. The Company recorded the following assets acquired and liabilities assumed related to BioStorage at their fair values as of the acquisition date, from a market participant’s perspective (in thousands): Fair Value of Assets and Liabilities Accounts receivable $ 16,942 Prepaid expenses and other current assets 321 Property, plant and equipment 14,345 Intangible assets 41,460 Goodwill 79,639 Other assets 53 Debt assumed (385) Accounts payable (1,708) Accrued liabilities (9,423) Deferred revenue (1,766) Long-term deferred tax liabilities (14,169) Other liabilities (61) Total purchase price, net of cash acquired $ 125,248 At the closing of the acquisition of BioStorage, a cash payment of $5.4 million was placed into escrow which consisted of $2.9 million ascribed to the purchase price and $2.5 million related to retention arrangements with certain employees. The escrow balance was reduced by its full amount subsequent to the acquisition date, and there was no escrow balance outstanding as of September 30, 2017. The fair value of customer relationship intangible assets of $36.6 million was estimated based on the income approach in accordance with the excess-earnings method. The weighted average amortization period for the customer relationships intangible assets acquired in the BioStorage acquisition is 11.0 years. The fair value of the trademark intangible assets acquired of $4.9 million was estimated based on the income approach in accordance with the relief-from-royalty method. The weighted average amortization period for the trademark intangible assets acquired in the BioStorage acquisition is 8.0 years. The intangible assets acquired are amortized over the total weighted average period of 10.6 years using an accelerated depreciation method which approximates the pattern in which the economic benefits are expected to be realized. Fair values of intangible assets and their estimated useful lives are determined based on estimates of future expected after-tax cash flows and royalty savings, customer attrition rates, discount rates, as well as assumptions about the period of time over which the Company will be deriving economic benefits from the acquired intangible assets. Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired and has been assigned to the Company’s Brooks Life Science Systems segment. Goodwill is primarily the result of expected synergies from combining the operations of BioStorage with the Company’s operations and is not deductible for tax purposes. The operating results of BioStorage have been reflected in the results of operations for the Brooks Life Science Systems segment from the date of the acquisition, which included one month of activity during the first quarter of fiscal year ended September 30, 2016. During fiscal year 2017, revenue and net income from BioStorage recognized in the Company’s results of operations were $62.8 million and $9.3 million, respectively. During fiscal year ended September 30, 2016, revenue and net income from BioStorage recognized in the Company’s results of operations were $44.6 million and $2.4 million, respectively. During fiscal years ended September 30, 2017 and 2016, the net income included amortization expense of $4.6 million and $2.9 million, respectively, related to acquired intangible assets. During fiscal years ended September 30, 2017 and 2016, the Company incurred $0.3 million and $3.2 million, respectively, in non-recurring transaction costs with respect to the BioStorage acquisition which were recorded in "Selling, general and administrative" expenses within the accompanying Consolidated Statements of Operations. The retention payment of $2.5 million was recorded within prepaid expenses and other current assets at the acquisition date and is recognized as a compensation expense over the service period or upon a triggering event in the underlying change in control agreements. During fiscal years ended September 30, 2017 and 2016, the Company recorded $0.1 million and $2.4 million of the compensation-related expense with respect to this arrangement. The retention payment balance was $0.1 million at September 30, 2016. There was no balance related to the retention payment as of September 30, 2017. The following unaudited proforma financial information represents a summary of the consolidated results of operations for the Company and BioStorage for fiscal year 2016 as if the acquisition of BioStorage occurred on October 1, 2014 (in thousands): Year Ended September 30, 2016 2015 Revenue $ 571,369 $ 593,687 Net (loss) income (63,396) 7,000 Basic (loss) income per share $ (0.93) $ 0.10 Diluted (loss) income per share $ (0.93) $ 0.10 Weighted average shares outstanding used in computing net (loss) income per share: Basic 68,507 67,411 Diluted 68,507 68,549 The unaudited pro forma information presented above reflects historical operating results of the Company and BioStorage and includes the impact of certain adjustments directly attributable to the business combination. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition of BioStorage had taken place on October 1, 2014. During fiscal years ended September 30, 2016 and 2015, the adjustments reflected in the unaudited pro forma information included aggregate amortization and depreciation expense of $0.6 million and $4.3 million, respectively, and tax effects of $0.5 million and $0.8 million, respectively. Additionally, the impact of transaction costs of $3.3 million and restructuring charges of $1.9 million was included in the proforma net income during fiscal year ended September 30, 2015 and excluded from the proforma net loss during fiscal year ended September 30, 2016. Acquisitions Completed in Fiscal Year 2015 Acquisition of Contact Co., Ltd. On August 14, 2015, the Company acquired all of the outstanding stock of Contact Co., Ltd. (“Contact), a Japanese-based provider of automated cleaner products for wafer carrier devices used in the global semiconductor markets. The acquisition of Contact expanded the Company’s offerings of contamination control solutions within its Brooks Semiconductor Solutions Group segment, strengthened its current capabilities and technology used in its contamination control solutions business and enhanced its long-term strategy of gaining share in its core semiconductor markets. The aggregate purchase price of $6.8 million, net of cash acquired, consisted of a cash payment of $1.9 million, the assumption of the seller’s debt of $8.8 million, seller’s cash of $4.8 million and a contingent consideration of $0.8 million payable upon achievement of certain specified targets and events. The entire debt amount was fully repaid as of September 30, 2015. The Company recorded the following assets acquired and liabilities assumed related to Contact at their fair values as of the acquisition date, from a market participant’s perspective (in thousands): Fair Value of Assets and Liabilities Accounts receivable $ 42 Inventories 2,020 Prepaid expenses and other current assets 484 Property, plant and equipment 79 Completed technology 2,290 Goodwill 4,195 Other assets 1,410 Accounts payable (1,089) Accrued liabilities (1,823) Long-term deferred tax liabilities (774) Total purchase price, net of cash acquired $ 6,834 Fair value of the contingent consideration of $0.8 million was determined based on a probability-weighted average discounted cash flow model and recorded in "Accrued expenses and other current liabilities" in the Company’s Consolidated Balance Sheets. The Company remeasured the fair value of the contingent consideration at each reporting date and recognized a corresponding gain of $0.3 million on the fair value remeasurement during fiscal year 2016. Fair value of the contingent consideration was $0.5 million at September 30, 2016. During the first quarter of fiscal year ended September 30, 2017, the Company settled the liability and remitted a cash payment of $0.5 million to the sellers. Please refer to Note 19, “Fair Value Measurements” for further information on the fair value measurement of the contingent consideration. At September 30, 2017 and 2016, the Company had approximately $0.7 million in escrow related to potential working capital adjustments and the sellers’ satisfaction of general representations and warranties. At the closing of the acquisition of Contact, the escrow balance was $1.5 million which was reduced by approximately $0.8 million during fiscal year 2016 as a result of a payment made to the sellers upon termination of a certain third-party arrangement. Fair value of the completed technology intangible assets was estimated based on the income approach in accordance with the excess-earnings method. The weighted average amortization period for the completed technology intangible assets acquired in the Contact acquisition is 5.0 years. The intangible assets acquired are amortized using an accelerated depreciation method which approximates the pattern in which the economic benefits are expected to be realized. Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired and has been assigned to the Company’s Brooks Semiconductor Solutions Group segment. Goodwill is primarily the result of expected synergies from combining the operations of Contact with the Company’s operations and is not deductible for tax purposes. The operating results of Contact have been included in the results of operations for the Brooks Semiconductor Solutions Group segment from the date of the acquisition. During fiscal year ended September 30, 2017, revenue and net income from Contact recognized in the Company’s results of operations were $7.0 million and $2.0 million, respectively. During fiscal year ended September 30, 2016, revenue and net loss from Contact recognized in the Company’s results of operations were $4.5 million and $1.1 million, respectively. The operating results of Contact for fiscal year 2015 were insignificant and have been included in the results of operations of Brooks Semiconductor Solutions Group segment from the date of the acquisition. During fiscal year ended September 30, 2017, the net income included charges of $0.1 million and $0.4 million, respectively, related to the step-up in value of the acquired inventories and amortization expense of acquired intangible assets. During fiscal year ended September 30, 2016, the net loss included charges of $0.6 million and $0.7 million, respectively, related to the step-up in value of the acquired inventories and amortization expense of acquired intangible assets. The Company incurred $0.1 million and $0.2 million, respectively, in non-recurring transaction costs with respect to the Contact acquisition during fiscal years ended September 30, 2016 and 2015 which were recorded in "Selling, general and administrative" expenses within the accompanying Consolidated Statements of Operations. There were no such costs incurred during fiscal year ended September 30, 2017. The Company did not present a pro forma information summary for its consolidated results of operations for the fiscal year ended September 30, 2015 as if the acquisition of Contact occurred on October 1, 2013 because such results were insignificant. Acquisition of FluidX Ltd. On October 1, 2014, the Company acquired all of the outstanding stock of FluidX Ltd., or FluidX, a UK-based provider of biological sample storage tubes and complementary bench-top instruments. The Company paid, in cash, aggregate merger consideration of $15.5 million, net of cash acquired. The acquisition of FluidX provided the Company with the opportunity to enhance its existing capabilities with respect to biobanking solutions in the Brooks Life Science Systems segment. The Company recorded the following amounts for the assets acquired and liabilities assumed related to FluidX at their fair values as of the acquisition date (in thousands): Fair Values of Assets and Liabilities Accounts receivable $ 1,980 Inventory 2,857 Prepaid and other current assets 213 Property, plant and equipment 101 Completed technology 1,230 Trademarks and trade names 750 Customer relationships 4,810 Goodwill 8,247 Accounts payable (2,079) Deferred revenue (72) Accrued liabilities (992) Long-term deferred tax liabilities (1,540) Total purchase price, net of cash acquired $ 15,505 The purchase price was allocated based on the fair value of the identified assets acquired and liabilities assumed as of the acquisition date from a market participant’s perspective. On January 23, 2015, the Company reached a settlement with respect to certain working capital adjustments with the sellers of FluidX stock. On February 3, 2015, the Company made a payment to the sellers as a result of this settlement, which increased the purchase price by $0.1 million. Prior to September 30, 2016, the Company had $1.5 million in a general escrow account held by the unrelated third party. The balance was remitted to the sellers and fully released during fiscal year 2016. The Company finalized the purchase price allocation for FluidX acquisition within the measurement period. Adjustments to the initial purchase price allocation recorded during the measurement period were not material to the Company’s financial position. Fair values of the trademarks and the completed technology acquired were estimated based on the income approach in accordance with the relief-from-royalty method. Fair value of customer relationships acquired was estimated based on the income approach in accordance with the excess-earnings method. The weighted average amortization periods for intangible assets acquired in the FluidX acquisition are 5.0 years for each of completed technology, trademarks, and customer relationships. The intangible assets acquired are amortized using an accelerated amortization method which approximates the pattern in which the economic benefits are expected to be realized. Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired and has been assigned to the Company’s Brooks Life Science Systems segment. Goodwill is primarily the result of expected synergies from combining the operations of FluidX with the Company and is not deductible for tax purposes. The operating results of FluidX have been included in the results of operations for the Brooks Life Science Systems segment from the date of the acquisition. During fiscal year ended September 30, 2017, revenue and net loss attributable to FluidX were $17.7 million and $0.4 million, respectively. During fiscal year ended September 30, 2016, revenue and net loss attributable to FluidX were $15.6 million and $0.2 million, respectively. During fiscal year ended September 30, 2015, revenue and net loss attributable to FluidX were $15.0 million and $0.6 million, respectively. The Company incurred charges of $1.0 million related to the step-up in value of the acquired inventories during fiscal year ended September 30, 2015, as well as amortization expense of $1.1 million, $1.2 million and $1.4 million, respectively, related to the acquired intangible assets which was included in the net loss during fiscal years ended September 30, 2017 and 2016 and 2015. During fiscal year ended September 30, 2015, the Company incurred $0.5 million in non-recurring transaction costs with respect to the FluidX acquisition which were recorded in "Selling, general and administrative" expenses within the accompanying Consolidated Statements of Operations. The Company did not present a pro forma information summary fo |
Marketable Securities
Marketable Securities | 12 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 4. Marketable Securities The Company invests in marketable securities that are classified as available-for-sale and recorded at fair value in the Company’s Consolidated Balance Sheets. Marketable securities reported as current assets represent investments that mature within one year from the balance sheet date. Long-term marketable securities represent investments with maturity dates greater than one year from the balance sheet date. Unrealized gains and losses are excluded from earnings and reported as a separate component of accumulated other comprehensive income until the security is sold or matures. Gains or losses realized from sales of marketable securities are computed based on the specific identification method and recognized as a component of "Other (expense) income, net" in the accompanying Consolidated Statements of Operations. During fiscal year 2017, the Company sold marketable securities with a fair value and amortized cost of $3.6 million each and recognized net losses of less than $0.1 million. The Company collected cash proceeds of approximately $3.5 million from the sale of marketable securities and reclassified unrealized net holding losses of less than $0.1 million from accumulated other comprehensive income into "Other (expense) income, net" in the accompanying Consolidated Statements of Operations as a result of these transactions. During fiscal year 2016, the Company sold marketable securities with fair values of $127.6 million and amortized costs of $127.7 million and recognized net losses of approximately $0.1 million. Gross gains reported as a component of net losses recognized on the sale of marketable securities during fiscal year 2016 were insignificant. The Company collected cash proceeds of $127.0 million from the sale of marketable securities and reclassified unrealized net holding losses of approximately $0.1 million from accumulated other comprehensive income into "Other (expense) income, net" in the accompanying Consolidated Statements of Operations as a result of these transactions. The following is a summary of the amortized cost and the fair value, including accrued interest receivable, as well as unrealized holding gains (losses) on the short-term and long-term marketable securities as of September 30, 2017 and 2016 (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value September 30, 2017 : Corporate securities $ 2,642 $ — $ — $ 2,642 Other debt securities 28 — — 28 $ 2,670 $ — $ — $ 2,670 September 30, 2016 : Corporate securities $ 2,394 $ — $ — $ 2,394 Other debt securities 39 — — 39 Municipal securities 3,704 1 (3) 3,702 $ 6,137 $ 1 $ (3) $ 6,135 The fair values of the marketable securities by contractual maturities at September 30, 2017 are presented below (in thousands). Fair Value Due in one year or less $ 28 Due after ten years 2,642 Total marketable securities $ 2,670 Expected maturities could differ from contractual maturities because the security issuers may have the right to prepay obligations without prepayment penalties. The Company reviews the marketable securities for impairment at each reporting period to determine if any of the securities have experienced an other-than-temporary decline in fair value. The Company considers factors, such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer, the Company’s intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of its amortized cost basis. If the Company believes that an other-than-temporary decline in fair value has occurred, it writes down the investment to fair value and recognizes the credit loss in earnings and the non-credit loss in accumulated other comprehensive income. There were no marketable securities in unrealized loss position as of September 30, 2017. As of September 30, 2016, aggregate fair value of the marketable securities in unrealized loss position was $2.5 million and was comprised entirely of municipal securities. Aggregate unrealized losses for these securities were insignificant as of September 30, 2016 and are presented in the table above. The securities in unrealized loss position as of September 30, 2016 were not considered other-than-temporarily impaired and, as such, the Company did not recognize impairment losses during the period then ended. The unrealized losses were attributable to changes in interest rates that impacted the value of the investments. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 5. Property, Plant and Equipment Property, plant and equipment were as follows as of September 30, 2017 and 2016 (in thousands): September 30, 2017 2016 Buildings and land $ 46,641 $ 45,772 Computer equipment and software 56,544 65,989 Machinery and equipment 61,173 54,896 Furniture and fixtures 4,376 5,704 Leasehold improvements 18,938 17,128 Capital projects in progress 3,013 5,428 190,685 194,917 Less accumulated depreciation and amortization (132,223) (140,032) Property, plant and equipment, net $ 58,462 $ 54,885 Depreciation expense was $11.0 million, $13.1 million and $12.3 million, respectively, for the fiscal years ended September 30, 2017, 2016 and 2015. The Company recorded $0.7 million of additions to property, plant and equipment for which cash payments had not yet been made as of September 30, 2017. As of September 30, 2015, the building and the underlying land with a carrying value of $4.8 million located in Oberdiessbach, Switzerland were presented as "Assets Held for Sale" in the Consolidated Balance Sheets. The Company determined fair value of the assets held for sale based on indication of value resulting from marketing the building and the land to prospective buyers. The Company recognized a loss of $1.9 million in fiscal year 2015 for the difference between the assets’ fair value of $2.9 million and the carrying value of $4.8 million. The loss of $1.9 million was recognized as a component of "Other (expense) income, net" in the accompanying Consolidated Statements of Operations. During fiscal year 2016, the Company sold the building and the underlying land to an unrelated third party for a total price of $2.8 million and remeasured the fair value of the assets. The corresponding impact of this remeasurement on the Company’s results of operations for fiscal year 2016 was insignificant. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill represents the excess of net book value over the estimated fair value of net tangible and identifiable intangible assets of a reporting unit. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company elected April 1 st as its annual goodwill impairment assessment date. If the existence of events or circumstances indicates that it is more likely than not that fair values of the reporting units are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment. During the second quarter of fiscal year 2017, the Company adopted on a prospective basis the Accounting Standard Update 2017-04, Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment issued by the FASB. The adoption of the guidance is expected to reduce the cost and complexity of evaluating goodwill for impairment and did not have an impact on the Company’s financial position or results of operations during fiscal year 2017. In accordance with provisions of the guidance, the Company initially assesses q ualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company determines, based on this assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying value, it performs a quantitative goodwill impairment test by comparing the reporting unit’s fair value with its carrying value. An impairment loss is recognized for the amount by which the reporting unit’s carrying value exceeds its fair value, up to the total amount of goodwill allocated to the reporting unit. No impairment loss is recognized if the fair value of the reporting exceeds its carrying value. The Company completed its annual goodwill impairment test as of April 1, 2017 and determined that no adjustment to goodwill was necessary since the fair value of each reporting unit was significantly in excess of the carrying value of each reporting unit. The Company conducted a qualitative assessment for three reporting units within the Brooks Semiconductor Solutions Group segment and determined that it was not likely that their fair values were less than their carrying values. As a result of the analysis, the Company did not perform the quantitative assessment for these reporting units and did not recognize impairment losses. The Company also performed the quantitative goodwill impairment test for the fourth reporting unit within the Brooks Semiconductor Solutions Group segment and for the Brooks Life Science Systems reporting unit. The Company determined that no adjustment to goodwill was necessary for these two reporting units since their fair values significantly exceeded their respective carrying values. If events occur or circumstances change that would more likely than not reduce the fair value of any reporting unit below its carrying value, the Company will evaluate such reporting unit’s goodwill for impairment between annual tests. The components of the Company’s goodwill by an operating segment at September 30, 2017 and 2016 are as follows (in thousands): Brooks Semiconductor Brooks Solutions Life Science Group Systems Other Total Gross goodwill, at September 30, 2015 $ 654,727 $ 55,625 $ 26,014 $ 736,366 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at September 30, 2015 65,783 55,625 — 121,408 Acquisitions and adjustments 1,054 79,676 — 80,730 Gross goodwill, at September 30, 2016 $ 655,781 $ 135,301 $ 26,014 $ 817,096 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at September 30, 2016 66,837 135,301 — 202,138 Acquisitions and adjustments (19) 31,519 — 31,500 Gross goodwill, at September 30, 2017 655,762 166,820 26,014 848,596 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at September 30, 2017 $ 66,818 $ 166,820 $ — $ 233,638 During fiscal year 2017, the Company recorded a goodwill increase of $31.5 million related to the acquisitions of Cool Lab, PBMMI and certain assets and liabilities of RURO, Inc. which represented the excess of the consideration transferred over the fair value of the net assets acquired. The components of the Company’s identifiable intangible assets as of September 30, 2017 and 2016 are as follows (in thousands): September 30, 2017 September 30, 2016 Accumulated Net Book Accumulated Net Book Cost Amortization Value Cost Amortization Value Patents $ 9,028 $ 7,729 $ 1,299 $ 7,808 $ 7,486 $ 322 Completed technology 61,662 54,777 6,885 60,485 51,018 9,467 Trademarks and trade names 9,244 4,969 4,275 9,142 4,204 4,938 Customer relationships 130,655 59,594 71,061 114,263 47,147 67,116 $ 210,589 $ 127,069 $ 83,520 $ 191,698 $ 109,855 $ 81,843 Amortization expense for intangible assets was $17.1 million, $15.0 million and $12.9 million, respectively, for the fiscal years ended September 30, 2017, 2016 and 2015. Estimated future amortization expense for the intangible assets as of September 30, 2017 is as follows (in thousands): Fiscal year ended September 30, 2018 $ 18,026 2019 17,076 2020 15,244 2021 9,730 2022 7,418 Thereafter 16,026 $ 83,520 |
Equity Method and Other Investm
Equity Method and Other Investments | 12 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method and Other Investments | 7. Equity Method and Other Investments The Company accounts for certain of its investments using the equity method of accounting and records its proportionate share of the investee’s earnings (losses) in its results of operations with a corresponding increase (decrease) in the carrying value of the investment. ULVAC Cryogenics, Inc. The Company and ULVAC Corporation of Chigasaki, Japan each own a 50% stake in the joint venture, ULVAC Cryogenics, Inc (“UCI”). UCI manufactures and sells cryogenic vacuum pumps, principally to ULVAC Corporation. The carrying value of the investment in UCI was $28.6 million and $25.6 million, respectively, at September 30, 2017 and 2016. During the fiscal years ended September 30, 2017, 2016 and 2015, the Company recorded income of $9.8 million, $3.4 million and $1.4 million, respectively, representing its proportionate share of the UCI’s earnings. Management fee payments received by the Company from UCI were $1.1 million, $0.8 million, and $0.6 million during each fiscal years ended September 30, 2017, 2016 and 2015, respectively. During the fiscal years ended September 30, 2017, 2016 and 2015, the Company incurred charges from UCI for products or services of $0.3 million, $0.3 million and $0.4 million, respectively. The Company owed UCI $0.1 million at each of September 30, 2017 and 2016, respectively in connection with accounts payable for unpaid products and services. During the fiscal years ended September 30, 2017 and 2016, the Company received $5.4 million and $1.5 million, respectively, of cash dividends from UCI which reduced the carrying value of the Company’s investment. BioCision, LLC As of September 30, 2016, the Company held a 20% equity interest in BioCision, LLC, or BioCision, a privately-held company based in Larkspur, California, which was accounted for as an equity method investment. The carrying value of the investment in BioCision was $1.7 million at September 30, 2016. During fiscal years ended September 30, 2016 and 2015, the Company recorded a loss associated with BioCision of $1.1 million and $1.0 million, respectively, representing its proportionate share of BioCision’s losses. At September 30, 2016, the Company held a term loan receivable from BioCision and five-year convertible debt securities with a warrant agreement to purchase BioCision’s preferred units. The convertible debt securities and the warrant were purchased by the Company in fiscal year 2015 for a total purchase price of $5.0 million. The convertible debt securities were accruing interest at the annual rate of 9%, and all principal and accrued interest were due at maturity. The convertible debt securities and the warrant were recorded at fair value during each reporting period, and the remeasurement gains and losses were recognized as a component of "Other (expense) income, net" in the Company’s Consolidated Statements of Operations. The fair value of the convertible debt securities and the warrant was $5.8 million and less than $0.1 million, respectively, at September 30, 2016. During the fiscal year ended September 30, 2016, the Company recognized remeasurement gains of $0. 4 million related to these financial instruments. Please refer to Note 19, “Fair Value Measurements” for further information on the valuation techniques and inputs used in fair value measurements of the convertible debt securities and the warrant. The term loan with an aggregate principal amount of $1.5 million bore an annual interest rate of 10% and was provided to BioCision to support its working capital requirements. At September 30, 2016, the term loan was recorded at its carrying value of $1.5 million and included in "Other assets" in the Company’s Consolidated Balance Sheets. On November 28, 2016, BioCision established Cool Lab as its subsidiary upon transferring certain assets related to cell cryopreservation solutions with net carrying values of $0.9 million, in which the Company acquired a 100% equity interest on that date for an aggregate purchase price of $15.2 million. The purchase price consisted of a cash payment of $4.8 million, a liability to the seller of $0.1 million, which has been satisfied, and non-cash consideration of $10.3 million measured at fair value on the acquisition date which was comprised of: (i) the redeemable fair value of the existing 20% equity ownership interest in BioCision of $3.1 million, (ii) the convertible debt securities of BioCision and warrants of $5.6 million to purchase BioCision’s preferred units, and (iii) the term notes of BioCision of $1.6 million including accrued interest. The carrying value of the equity method investment in BioCision was $1.2 million on November 28, 2016 and reflected BioCision’s losses of $0.5 million recorded from October 1, 2016 through the acquisition date. Prior to closing the equity investment, the Company traditionally recorded the income and losses related to the equity method investment in BioCision one quarter in arrears. During fiscal year 2017, the Company recorded two additional months of activity in the carrying value of the investment as a result of its settlement. The Company deemed the amount of $0.2 million related to two additional months of activity to be insignificant. The equity method investment in BioCision was measured at fair value of $3.1 million at the acquisition date, and as a result the Company recognized a gain of $1.8 million upon the redemption of the equity method investment in its Consolidated Statements of Operations during fiscal year ended September 30, 2017. On November 28, 2016, convertible debt, warrant and the term loan with carrying values of $5.8 million, less than $0.1 million and $1.6 million, respectively, were measured at their fair values of $5.6 million, less than $0.1 million and $1.6 million, respectively. As a result of such measurement, the Company recognized an aggregate loss of $0.2 million upon the settlement of these financial instruments in "Other (expense) income, net" in its Consolidated Statements of Operations during the year ended September 30, 2017. Please refer to Note 3, "Acquisitions" and Note 19, "Fair Value Measurements" for further information on the acquisition transaction and the valuation techniques and inputs used in fair value measurements. Yaskawa Brooks Automation, Inc. During fiscal year 2015, the Company participated in a 50% joint venture with Yaskawa Electric Corporation, or Yaskawa, called Yaskawa Brooks Automation, Inc., or YBA, which came to closure in March 2015 and was liquidated on September 3, 2015. YBA exclusively marketed and sold Yaskawa’s semiconductor robotics products and the Company’s automation hardware products to semiconductor customers in Japan. During the first quarter of fiscal year 2015, the Company and Yaskawa agreed in principle to dissolve the joint venture. On January 22, 2015, the Company entered into an agreement with YBA to facilitate the acquisition of certain assets and liabilities by the Company’s subsidiary in Japan. In accordance with provisions of the joint venture’s agreement, on March 20, 2015, the Company purchased the net assets of YBA for cash consideration of approximately $1.8 million. The Company recorded the assets received and liabilities assumed from YBA at fair value as of the acquisition date. As a result of the transaction, the Company recorded $0.2 million of goodwill, representing the excess of the consideration transferred over the fair value of the net assets acquired. The Company received a final dividend of $1.8 million upon liquidation of YBA and incurred liquidation costs of $0.2 million during fiscal year 2015. In connection with the planned dissolution, YBA assessed the recoverability of assets held by the joint venture and notified its equity partners of the asset impairment. As a result, the Company recorded an impairment charge of $0.7 million related to the write down of the carrying value of the equity investment in YBA to its fair value during fiscal year 2015. During the fiscal years ended September 30, 2015, the Company recorded a loss of $0.6 million, representing its proportionate share of the YBA’s losses. During the fiscal years ended September 30, 2015, revenue earned by the Company from YBA was $2.5 million. The Company incurred charges from YBA for products or services of $0.7 million during fiscal year ended September 30, 2015. There were no amounts receivable by the Company from YBA or owed by the Company to YBA at September 30, 2017 and 2016. Summarized Financial Information Summarized financial information for the unconsolidated subsidiaries accounted for based on the equity method for the fiscal years ended September 30, 2017, 2016 and 2015 is as follows (in thousands): September 30, 2017 2016 Balance Sheets: Current assets $ 74,645 $ 59,507 Non-current assets 16,829 15,461 Current liabilities 29,622 25,320 Non-current liabilities 7,860 19,933 Fiscal Year Ended September 30, 2017 2016 2015 Statements of Operations: Total revenue $ 104,667 $ 74,659 $ 48,047 Gross profit 41,241 27,355 16,327 Income (loss) from continuing operations 26,340 6,731 (1,074) Net income (loss) 19,451 2,374 (2,452) Summarized financial information presented in the table above includes results for UCI for fiscal years ended September 30, 2017, 2016 and 2015 and for BioCision for fiscal years ended September 30, 2016 and 2015. Such summarized financial information does not include results for BioCision for fiscal year ended September 30, 2017 and YBA for fiscal year ended September 30, 2015 since such amounts are not significant. The Company currently records its share of UCI’s results of operations based on a three-month time lag. Accordingly, the Company’s Consolidated Financial Statements include its share of income earned by UCI from the periods beginning and ending three months prior to the periods shown in the table. Consolidated Financial Statements of UCI as of June 30, 2017 and 2016 and for each of the periods ended June 30, 2017, 2016 and 2015 and the related notes are filed as Exhibit 99.2 hereto and incorporated herein by reference in this Form 10-K. The Company has also traditionally recorded the losses related to the equity method investment in BioCision one quarter in arrears. Accordingly, the Company’s Consolidated Financial Statements for the fiscal years ended September 30, 2016 and 2015 include its share of losses incurred by BioCision from the periods beginning and ending three months prior to the periods shown in the table. |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplementary Balance Sheet Information | 8. Supplementary Balance Sheet Information The following is a summary of accounts receivable at September 30, 2017 and 2016 (in thousands): September 30, September 30, 2017 2016 Accounts receivable $ 122,868 $ 108,713 Less allowance for doubtful accounts (1,959) (2,241) Less allowance for sales returns (81) (100) Accounts receivable, net $ 120,828 $ 106,372 The allowance for doubtful accounts activity for the fiscal years ended September 30, 2017, 2016 and 2015 is as follows (in thousands): Balance at Reversals of Write- Balance at Beginning of Bad Debt offs and End of Description Period Provisions Expense Adjustments Period 2017 Allowance for doubtful accounts $ 2,241 $ — $ (190) $ (92) $ 1,959 2016 Allowance for doubtful accounts 1,019 202 — 1,020 2,241 2015 Allowance for doubtful accounts 1,031 — — (12) 1,019 The allowance for sales returns activity for the fiscal years ended September 30, 2017, 2016 and 2015 is as follows (in thousands): Balance at Write- Balance at Beginning of offs and End of Description Period Provisions Adjustments Period 2017 Allowance for sales returns $ 101 $ (20) $ — $ 81 2016 Allowance for sales returns 115 (14) — 101 2015 Allowance for sales returns 133 (18) — 115 The following is a summary of inventories at September 30, 2017 and 2016 (in thousands): September 30, September 30, 2017 2016 Inventories Raw materials and purchased parts $ 73,819 $ 60,979 Work-in-process 10,548 16,090 Finished goods 22,028 15,503 Total inventories $ 106,395 $ 92,572 The activity for excess and obsolete inventory reserves is as follows for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Balance at Inventory Balance at Beginning of Disposals and End of Description Period Provisions Adjustments Period 2017 Reserves for excess and obsolete inventory $ 24,794 $ 6,636 $ (7,888) $ 23,542 2016 Reserves for excess and obsolete inventory 23,768 7,293 (6,267) 24,794 2015 Reserves for excess and obsolete inventory 26,027 7,879 (10,138) 23,768 The activity for valuation allowance for deferred tax assets is as follows for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Balance at Balance at Beginning of Charged to Charged to End of Description Period Provisions Other Accounts Period 2017 Valuation allowance for deferred tax assets $ 104,802 $ (10,881) $ (1,624) $ 92,297 2016 Valuation allowance for deferred tax assets 18,797 77,531 8,474 104,802 2015 Valuation allowance for deferred tax assets 18,354 (36) 479 18,797 The Company establishes reserves for estimated cost of product warranties based on historical information. Product warranty reserves are recorded at the time product revenue is recognized, and retrofit accruals are recorded at the time retrofit programs are established. The Company’s warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure and supplier warranties on parts delivered to the Company. The following is a summary of product warranty and retrofit activity on a gross basis, excluding amounts related to discontinued operations, for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Amount Balance at September 30, 2014 $ 6,499 Adjustments for acquisitions and divestitures 81 Accruals for warranties during the year 9,917 Costs incurred during the year (10,408) Balance at September 30, 2015 6,089 Accruals for warranties during the year 9,975 Costs incurred during the year (9,740) Balance at September 30, 2016 6,324 Accruals for warranties during the year 10,413 Costs incurred during the year (8,683) Balance at September 30, 2017 $ 8,054 |
Line of Credit
Line of Credit | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Line of Credit | 9. Line of Credit On May 26, 2016, the Company and certain of its subsidiaries entered into a credit agreement with Wells Fargo Bank, N.A. (the "Wells Fargo"). The credit agreement provides for a five-year senior secured revolving line of credit (the ‘‘line of credit") of $75.0 million. Availability under the line of credit is subject to a borrowing base which is redetermined from time to time based on certain percentage of certain eligible U.S. assets, including accounts receivable, inventory, real property, as well as machinery and equipment. The agreement includes sublimits of up to $25.0 million for letters of credit and $7.5 million of swing loans at the time there is more than one lender under the credit agreement. The line of credit expires on May 26, 2021 with all outstanding principal and interest due and payable on such date or an earlier date if declared due and payable on such earlier date pursuant to the terms of the credit agreement (by acceleration or otherwise). Subject to certain conditions of the credit agreement, the net cash proceeds from sales of certain collateral during the term of the arrangement are required to be used to prepay borrowings under the line of credit. The Company may also voluntarily prepay certain amounts under the line of credit without penalty or premium. There were no amounts outstanding under the line of credit as of September 30, 2017 and 2016. Borrowings under the line of credit bear an annual interest rate equal to, at the Company’s option, the base rate or the LIBOR rate plus, in each case, an applicable margin determined based on the Company’s liquidity as of the first day of each fiscal quarter. LIBOR rate is reset at the beginning of each selected interest period based on the rate then in effect. The base rate is a fluctuating interest rate equal to the highest of (i) the federal funds rate plus 0.50%, (ii) the one month LIBOR rate plus 1.00% and (iii) the prime lending rate announced by Wells Fargo. In addition to interest on any outstanding borrowings under the credit agreement, the Company is required to pay monthly fees of 0.25% per year related to unused portion of the revolver commitment amounts. The amount of such fees incurred during fiscal years ended September 30, 2017 and 2016 was insignificant. All outstanding borrowings under the credit agreement are guaranteed by the Company along with certain U.S. subsidiaries and secured by a first priority perfected security interest in substantially all of the Company’s and guarantor’s assets in the U.S., subject to certain exceptions. Additionally, the Company granted Wells Fargo a mortgage lien on certain company-owned real properties. The line of credit contains certain customary representations and warranties, a financial covenant, affirmative and negative covenants, as well as events of default. In the event in which the Company’s liquidity is less than the greater of (i) 12.5% of the commitments under the line of credit, and (ii) $9.4 million, and continuing until the time such liquidity during a 60‑consecutive day period has been equal to or greater than the greater of (a) 12.5% of the commitments under the line of credit, and (b) $9.4 million, the Company is required to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 measured as of the last day of each fiscal month ending during such period. Liquidity is defined as a sum of (a) excess availability under the credit agreement; and (b) unrestricted cash and cash equivalents located in bank accounts in the United States that are subject to a control agreement in favor of Wells Fargo, limited to a maximum amount of 50% of liquidity. Negative covenants limit the Company’s ability to incur additional indebtedness, liens, sell assets, consolidate or merge with or into other entities, pay non-cash dividends (and cash dividends if the Company fails to meet certain payment conditions), make certain investments, prepay, redeem or retire subordinated debt, and enter into certain types of transactions with the Company’s affiliates. If any of the events of default occur and are not waived or cured within applicable grace periods, any unpaid amounts under the credit agreement, including principal and interest, may be declared immediately due and payable and the credit agreement may be terminated. The Company was in compliance with the line of credit covenants as of September 30, 2017 and 2016. On October 4, 2017, the Company entered into a $200.0 million Senior Secured Term Loan Facility (the “term loan”) with Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC (collectively, the “lenders”). Coincident with the entry into the term loan agreement, the Company amended certain terms and conditions of the credit agreement and entered into an arrangement with Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A. Based on the amended terms of the credit agreement, the line of credit continues to provide for revolving credit financing of up to $75.0 million, subject to borrowing base availability. The line of credit matures on October 4, 2022 and expires no less than 90 days prior to the term loan expiration. Borrowing base availability under the amended line of credit excludes collateral related to fixed assets and is redetermined periodically based on certain percentage of certain eligible U.S. assets, including accounts receivable and inventory. The sublimits for letters of credit were reduced to $7.5 million under the amended terms of the credit agreement. All outstanding borrowings under the credit agreement are guaranteed by the Company and BioStorage Technologies, Inc., its wholly-owned subsidiary (“Guarantor”), and subordinated to the obligations under the term loan which are secured by a first priority lien on substantially all of the assets of the Company and the Guarantor, other than accounts receivable and inventory. Please refer to Note 21, “Subsequent Events”, for further information on the term loan transaction . |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The components of the income tax provision (benefit) from continuing operations for the fiscal years ended September 30, 2017, 2016 and 2015 are as follows (in thousands): Year Ended September 30, 2017 2016 2015 Current income tax provision (benefit): Federal $ — $ (145) $ 10 State 473 (186) 56 Foreign 11,150 5,868 5,537 Total current income tax provision 11,623 5,537 5,603 Deferred income tax provision (benefit): Federal 538 68,300 (1,773) State 31 4,000 (104) Foreign (52) (2,027) (296) Total deferred income tax provision (benefit) 517 70,273 (2,173) Income tax provision $ 12,140 $ 75,810 $ 3,430 The components of income (loss) from continuing operations before income taxes and equity in earnings (losses) of equity method investments for the fiscal years ended September 30, 2017, 2016 and 2015 are as follows (in thousands): Year Ended September 30, 2017 2016 2015 Domestic $ 26,428 $ (8,186) $ (1,321) Foreign 38,943 12,140 19,136 $ 65,371 $ 3,954 $ 17,815 The differences between the income tax provision (benefit) on income (loss) from continuing operations including income from equity in earnings (losses) of equity method investments and income taxes computed using the applicable U.S. statutory federal tax rate of 35 percent for the fiscal years ended September 30, 2017, 2016 and 2015 are as follows (in thousands): Year Ended September 30, 2017 2016 2015 Income tax provision computed at federal statutory rate $ 26,163 $ 2,217 $ 6,177 State income taxes, net of federal benefit 960 113 243 Foreign income taxed at different rates (2,001) (755) (938) Impact of equity investments (2,499) (1,666) (1,069) Change in deferred tax asset valuation allowance (10,881) 77,531 (36) Net increase (reduction) in uncertain tax positions 731 (1,543) (1,207) Nondeductible compensation 622 782 1,325 Tax credits (1,412) (1,786) (1,741) Travel and entertainment 266 274 314 Merger costs — 503 228 Other 191 140 134 Income tax provision $ 12,140 $ 75,810 $ 3,430 The Company has not provided deferred income taxes on the unremitted earnings of its foreign subsidiaries as these earnings are considered to be indefinitely reinvested outside of the U.S. As of September 30, 2017 these earnings amounted to approximately $100.0 million. It is not practicable to compute the estimated deferred tax liability on these earnings as they depend on numerous factors and vary based on the timing of future remittances and the future results of various foreign operations. There is considerable complexity for the company to make such calculations given the need to properly assess and calculate the withholding tax implications at each level of remittance while considering foreign tax credits, foreign tax pools and other factors that the company doesn’t currently consider because they are not relevant to the company’s current strategy under the current tax laws. Deferred taxes have also not been provided on unremitted earnings of a fifty percent-owned foreign corporate joint venture, Ulvac Cryogenics, Inc. as these earnings are also considered to be indefinitely reinvested outside of the U.S. The Company does, however, receive annual dividends from current year earnings of this joint venture and these dividends are included in taxable income for the year. Any earnings that are not distributed in the current year will then be considered indefinitely reinvested as the company does not expect to receive dividends from prior year earnings. The significant components of the net deferred tax assets and liabilities as of September 30, 2017 and 2016 are as follows (in thousands): September 30, 2017 2016 Accruals and reserves not currently deductible $ 18,747 $ 16,382 Federal, state and foreign tax credits 25,413 24,183 Other assets 42 269 Equity compensation 7,615 4,447 Net operating loss carryforwards 49,777 73,097 Inventory reserves and valuation 9,847 11,342 Deferred tax assets 111,441 129,720 Depreciation and intangible amortization (21,200) (25,850) Deferred tax liabilities (21,200) (25,850) Valuation allowance (92,297) (104,802) Net deferred tax liability $ (2,056) $ (932) ASC Topic 740, Income Taxes , requires that all available evidence, both positive and negative, be considered in determining, based on the weight of that evidence, whether a valuation allowance is needed. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. 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 all of the deferred tax asset. A cumulative loss in recent years is considered a significant piece of negative evidence that is difficult to overcome in assessing the need for a valuation allowance. The Company evaluates the realizability of its deferred tax assets by tax-paying component and assesses the need for a valuation allowance on an annual and quarterly basis. The Company evaluates the profitability of each tax-paying component on a historic cumulative basis and a forward looking basis in the course of performing this analysis. The Company evaluated all positive and negative evidence in concluding it was appropriate to establish a full valuation allowance against U.S. net deferred tax assets during fiscal year 2016. As a result of this change in assessment, the Company recorded a tax provision of $79.3 million to establish the valuation allowance against U.S. net deferred tax assets during fiscal year 2016. The Company will continue to maintain a full valuation allowance on its U.S. deferred tax assets until there is sufficient positive evidence outweighing the negative evidence to support the reversal of all or some portion of these allowances. The Company has reached a point of cumulative profitability in the U.S. on a pre-tax income basis which is a starting point of positive evidence. However, as noted in Note 21, “Subsequent Events,” to the consolidated financial statements, the U.S. Company entered into a term loan agreement to fund future growth opportunities. The Company has determined that the level of historical U.S. core earnings would not be sufficient to offset the interest costs of the new debt. The Company also continues to generate a significant portion of its revenue from the semiconductor industry and is subject to unpredictable swings in the business cycle. This is carefully considered by the Company and considered to be negative evidence in evaluating the U.S. deferred tax assets. After evaluating all the relevant positive and negative evidence mentioned above, the Company has concluded that it will maintain the valuation allowance against U.S. net deferred tax assets as of the end of fiscal year 2017. As of September 30, 2017, the Company had federal, state and foreign net operating loss carry-forwards of approximately $76.1 million, $96.0 million and $90.7 million, respectively. The federal net operating losses expire beginning in 2026 through 2035, with the majority of the loss expiring in 2029. The state net operating losses are generated in various jurisdictions with different carryover periods and expire starting in 2018 through 2035. Certain foreign net operating loss carryovers will begin to expire in 2018, while a significant portion has an unlimited carryover period. The net operating loss carry-forward does not include excess deductions related to stock compensation in the amount of $19.2 million which have not been recognized for financial statement purposes. Upon adoption of ASU 2016-09 in fiscal year 2018, these benefits will be recognized in the financial statements as a deferred tax asset with an offset to retained earnings. Additionally, a valuation allowance will be recorded against the deferred tax assets with an offset to retained earnings. As of September 30, 2017, the Company had federal research and development tax credit carry-forwards of $19.6 million. These credit carry-forwards will expire at various dates beginning in 2019 through 2037. The Company also has $10.9 million of state credits which begin to expire in 2018, while some of these credits have an unlimited carryover period. The Company has performed studies to determine if there are any annual limitations on the federal net operating losses under the Section 382 of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. As a result of these studies, the Company has determined that ownership changes have occurred primarily in connection with acquisitions when the Company has issued stock to the sellers, as well as ownership changes in the subsidiaries acquired by the Company. Certain limitations have been calculated, and the benefits of the net operating losses that will expire before utilization have not been recorded as deferred tax assets in the accompanying Consolidated Balance Sheets. The Company maintains liabilities for uncertain tax positions. These liabilities involve judgment and estimation and 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, 2017, 2016 and 2015 is as follows (in thousands): Total Balance at October 1, 2014 $ 4,262 Reductions from settlements with taxing authorities (1,304) Reductions from lapses in statutes of limitations (734) Foreign exchange rate adjustment (33) Balance at September 30, 2015 2,191 Additions for tax positions in current year 4,165 Net reductions from lapses in statutes of limitations (897) Foreign exchange rate adjustment (32) Balance at September 30, 2016 5,427 Additions for tax positions in current year 1,869 Reduction for tax positions in prior year (3,485) Reductions from lapses in statutes of limitations (431) Foreign exchange rate adjustment (2) Balance at September 30, 2017 $ 3,378 Included in the ending balance of unrecognized tax benefits for the fiscal year ended September 30, 2017 are $3.0 million of tax benefits that if recognized would impact the effective tax rate. The Company recognizes interest related to unrecognized benefits as a component of income tax provision (benefit), of which $0.1 million, $0.1 million and $0.2 million, respectively, was recognized for the fiscal years ended September 30, 2017, 2016 and 2015. The statute of limitations lapsed on several uncertain tax positions in the foreign jurisdictions during fiscal year 2017 that resulted in a $0.4 million reduction in gross unrecognized tax benefits that impacted the effective tax rate. The Company is subject to U.S. federal income tax and state, local and international 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 U.S. and international jurisdictions, with the earliest tax year being 2011. Based on the outcome of these examinations or the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in the Company’s Consolidated Balance Sheets. The Company currently anticipates that it is reasonably possible that the unrecognized tax benefits will be reduced by approximately $0.5 million in the next 12 months. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 11. Derivative Instruments The Company has transactions and balances denominated in currencies other than the U.S. dollar. Most of these transactions or balances are denominated in Euros, British Pounds and a variety of Asian currencies. These transactions and balances, including short-term advances between the Company and its subsidiaries, subject the Company’s operations to exposure from exchange rate fluctuations. The impact of currency exchange rate movement can be positive or negative in any period. The Company mitigates the impact of potential currency transaction gains and losses on short-term intercompany advances through timely settlement of each transaction, generally within 30 days. The Company also enters into foreign exchange contracts to reduce its exposure to currency fluctuations. Under forward contract arrangements, the Company typically agrees to purchase a fixed amount of U.S. dollars in exchange for a fixed amount of a foreign currency on specified dates with maturities of three months or less. These transactions do not qualify for hedge accounting. Net gains and losses related to these contracts are recorded as a component of "Other (expense) income, net" in the accompanying Consolidated Statements of Operations and are as follows for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Fiscal Year Ended September 30, 2017 2016 2015 Realized (losses) gains on derivatives not designated as hedging instruments $ (545) $ 1,434 $ 628 The Company had the following notional amounts outstanding under foreign currency contracts that do not qualify for hedge accounting at September 30, 2017 and 2016 (in thousands): September 30, 2017: Notional Amount Notional Amount Fair Value of Fair Value of Buy Currency of Buy Currency Sell Currency Maturity of Sell Currency Assets Liabilities Japanese Yen 391,500 U.S. Dollar October 2017 3,473 $ 1 $ — U.S. Dollar 1,074 British Pound October 2017 800 1 — Korean Won 3,230,100 U.S. Dollar October 2017 2,833 — (8) U.S. Dollar 6,294 Chinese Yuan October 2017 41,800 — (2) Euro 13,700 U.S. Dollar October 2017 16,167 — (62) British Pound 188 Norwegian Krone October 2017 2,000 — — Singapore Dollar 700 U.S. Dollar October 2017 515 — — U.S. Dollar 226 Israeli Shekel October 2017 800 — — U.S. Dollar 3,600 Swiss Franc October 2017 3,500 2 — Euro 19,200 British Pound October 2017 16,888 — (74) $ 4 $ (146) September 30, 2016: Notional Amount Notional Amount Fair Value of Fair Value of Buy Currency of Buy Currency Sell Currency Maturity of Sell Currency Assets Liabilities British Pound 190 Swedish Krona October 2016 2,100 $ 1 $ — Japanese Yen 124,000 U.S. Dollar October 2016 1,229 — — U.S. Dollar 6,107 British Pound October 2016 4,710 2 — Euro 13,300 U.S. Dollar October 2016 14,976 — (40) U.S. Dollar 5,815 Chinese Yuan October 2016 39,000 — (33) Korean Won 2,488,000 U.S. Dollar October 2016 2,255 1 — Euro 7,482 British Pound October 2016 6,500 — (23) U.S. Dollar 311 Israeli Shekel October 2016 1,169 1 — Singapore Dollar 360 U.S. Dollar October 2016 265 — — U.S. Dollar 210 Taiwanese Dollar October 2016 6,600 — — British Pound 171 Norwegian Krone October 2016 1,800 — — $ 5 $ (96) The fair values of the forward contracts described above are recorded in the Company’s accompanying Consolidated Balance Sheets as "Prepaid expenses and other current assets" and "Accrued expenses and other current liabilities". Stock Warrants The stock warrant was less than $0.1 million at September 30, 2016. The BioCision warrant agreement contained net share settlement provisions, which permitted the Company to pay the warrant exercise price using shares issuable under the warrant (“cashless exercise”). The value of the stock warrants fluctuated primarily in relation to the value of BioCision’s underlying securities, either providing an appreciation in value or potentially expiring with no value. Gains and losses on the revaluation of the stock warrant were recognized as a component of "Other (expense) income, net" in the accompanying Consolidated Statements of Operations. During fiscal year 2017, the Company canceled the stock warrant as a portion of the non-cash consideration transferred for the acquisition of Cool Lab, which was measured at fair value on the acquisition date. There were no stock warrants held by the Company at September 30, 2017. Please refer to Note 3, "Acquisitions"; Note 7, "Equity Method and Other Investments" and Note 19 “Fair Value Measurements” for further information on the acquisition of Cool Lab and the stock warrant. |
Postretirement Benefits
Postretirement Benefits | 12 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Postretirement Benefits | 12. Postretirement Benefits Defined Benefit Pension Plans The Company has two active defined benefit pension plans (collectively, the “Plans”). The Plans cover substantially all of the Company’s employees in Switzerland and Taiwan. Retirement benefits are generally earned based on years of service and the level of compensation during active employment, but the level of benefits varies within the Plans. Eligibility is determined in accordance with local statutory requirements. The Company uses September 30th as a measurement date to determine net periodic benefit costs, benefit obligations and the value of plan assets for all plans. The following tables set forth the funded status and amounts recognized in the Company’s Consolidated Balance Sheets as of September 30, 2017 and 2016 (in thousands): September 30, 2017 2016 Benefit obligation at beginning of fiscal year $ 6,847 $ 7,661 Service cost 270 548 Interest cost 27 71 Actuarial loss (617) 106 Benefits paid — (712) Employee contributions — 156 Settlements paid (2,526) — Curtailment gain — (1,064) Foreign currency translation (29) 81 Benefit obligation at end of fiscal year $ 3,972 $ 6,847 Fair value of assets at beginning of fiscal year $ 4,734 $ 4,838 Actual return on plan assets 57 30 Disbursements (51) (837) Employer contributions 153 296 Employee contributions 101 352 Settlements paid (2,526) — Foreign currency translation (32) 55 Fair value of assets at end of fiscal year $ 2,436 $ 4,734 Accrued benefit obligation $ 1,536 $ 2,113 The accumulated benefit obligation of the Plans is $3.4 million and $6.3 million, respectively, at September 30, 2017 and 2016. Both Plans have an accumulated benefit obligation and projected benefit obligation in excess of plans’ assets at September 30, 2017 and 2016. The following table provides pension-related amounts and their classification within the accompanying Consolidated Balance Sheets as of September 30, 2017 and 2016 (in thousands): September 30, 2017 2016 Accrued compensation and benefits $ 112 $ 155 Long-term pension liability 1,424 1,958 $ 1,536 $ 2,113 Accumulated other comprehensive income at September 30, 2017 and 2016 includes unrecognized net actuarial gains (losses) of $0. 4 million and ($0.3) million, respectively, and cumulative unrecognized investment losses of less than $0.1 million and ($0.9) million, respectively, during fiscal years 2017 and 2016. Unrecognized net actuarial gains (losses) and cumulative unrecognized investment losses within accumulated other comprehensive income were offset by a settlement gain of $0.3 million and a curtailment gain of $0.9 million at September 30, 2017 and 2016 which reduced accumulated other comprehensive income during fiscal years ended September 30, 2017 and 2016. The components of the Company’s net pension cost for the fiscal years ended September 30, 2017, 2016 and 2015 are as follows (in thousands): Year Ended September 30, 2017 2016 2015 Service cost $ 270 $ 548 $ 482 Interest cost 27 71 124 Amortization of losses 11 (159) (210) Expected return on plan assets (134) 2 2 Net periodic pension cost $ 174 $ 462 $ 398 Curtailment gain — (227) — Settlement (gain) loss (259) — 232 Total pension cost (gain) $ (85) $ 235 $ 630 The following changes in Plans’ assets and benefit obligations were recognized in other comprehensive income (loss) as of September 30, 2017 and 2016 (in thousands): September 30, 2017 2016 Net (gain) loss $ (588) $ 165 Amortization of net loss (11) (2) Curtailment gain — (852) Settlement gain 259 — Total recognized in other comprehensive income (loss) (340) (689) Total recognized in net periodic pension cost and other comprehensive income (loss) $ 514 $ (227) The settlement gain of $0.3 million realized during fiscal year ended September 30, 2017 was recorded as a reduction of accumulated other comprehensive income (loss) and the pension cost during the period then ended. The curtailment gain of $0.2 million and the settlement loss of $(0.2) million incurred during fiscal years ended September 30, 2016 and 2015 were reclassified from accumulated other comprehensive income (loss) into the results of operations during each fiscal year. Additionally, a curtailment gain of $1.1 million was recognized as a reclassification from accumulated other comprehensive income and a corresponding reduction in pension liabilities during fiscal year ended September 30, 2016. Please refer to Note 13, "Stockholders’ Equity", for further information on these reclassifications and their impact on the accumulated other comprehensive income and other comprehensive income during each fiscal year. Weighted-average assumptions used to determine the projected benefit obligation for the fiscal years ended September 30, 2017, 2016 and 2015 are as follows: Year Ended September 30, 2017 2016 2015 Discount rate % % % Expected return on plan assets % % % Expected rate of compensation increases % % % In selecting the appropriate discount rates for the Plans, the Company uses country-specific information, adjusted to reflect the duration of the particular plan. The expected return on plan assets is based on an evaluation of fixed income yield curves and equity return assumption studies applied to the Plans’ asset allocations. The Company bases its determination of pension expense on a market-related valuation of assets, which reduces year-to-year volatility. This market-related valuation recognizes investment gains or losses over a five-year period from the year in which they occur. Investment gains or losses represent the difference between the expected return calculated using the market-related value of assets and the actual return on assets. Since the market-related value of assets recognizes gains or losses over a five-year period, the future value of assets will be impacted as previously deferred gains or losses are recognized. At September 30, 2017, the Company had cumulative unrecognized investment losses of less than $0.1 million under the Plans which remain to be recognized in the calculation of the market-related values of assets. At September 30, 2017, the Company had cumulative unrecognized net actuarial gains of $0. 4 million which are amortized into net periodic benefit cost over the average remaining service period of active Plans’ participants. Plan Assets The fair value of plan assets for the Switzerland Plan and Taiwan Plan were $1.9 million and $0.6 million, respectively, at September 30, 2017. The assets of the Switzerland Plan are invested in a collective fund with multiple employers through a Swiss insurance company, which is a customary practice for Swiss pension plans. The Company does not have any rights or an investment authority over the Plan’s assets which are invested primarily in highly rated debt securities. The assets of the Taiwan Plan are invested with a trustee selected by the Taiwan government, and the Company has no investment authority over the Plan’s assets. The allocation of the Plans’ assets at September 30, 2017 is as follows: September 30, 2017 Cash and cash equivalents 6 % Debt securities 62 Equity securities 13 Other 19 100 % The fair values of pension assets by asset category and by level at September 30, 2017 are as follows (in thousands): As of September 30, 2017 Level 1 Level 2 Level 3 Total Swiss Life collective foundation $ — $ 1,886 $ — $ 1,886 Taiwan collective trust — 550 — 550 Total $ — $ 2,436 $ — $ 2,436 The fair values of pension assets by asset category and by level at September 30, 2016 are as follows (in thousands): As of September 30, 2016 Level 1 Level 2 Level 3 Total Swiss Life collective foundation $ — $ 4,208 $ — $ 4,208 Taiwan collective trust — 526 — 526 Total $ — $ 4,734 $ — $ 4,734 Please refer to Note 19, "Fair Value Measurements" for a description of the levels of inputs used to determine fair value measurements. Benefit payments expected to be paid over the next five fiscal years and thereafter are as follows (in thousands): 2018 $ 2019 2020 2021 2022 Thereafter (through 2026) The Company expects to contribute $0.1 million to the Plans in fiscal year 2018 to meet the minimum funding requirements of the Plans. Defined Contribution Plans The Company sponsors a defined contribution plan that meets the requirements of Section 401(k) of the Internal Revenue Code. All United States employees who meet minimum age and service requirements are eligible to participate in the plans. The plans allow employees to invest, on a pre-tax basis, a percentage of their annual salary and bonus subject to statutory limitations. The Company matches a portion of their contributions on a pre-tax basis up to a maximum amount of 4.5% of deferred pay. The expense recognized for the defined contribution plans was $3.6 million, $3.6 million and $3.0 million, respectively, for the fiscal years ended September 30, 2017, 2016 and 2015. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 13. Stockholders’ Equity Preferred Stock Total number of shares of preferred stock authorized for issuance was 1,000,000 shares at September 30, 2017 and 2016, respectively. Preferred stock has a par value of $0.01 per share and may be issued at the discretion of the Board of Directors without stockholder approval with such designations, rights and preferences as the Board of Directors may determine. There were no shares of preferred stock issued or outstanding at September 30, 2017 or 2016, respectively. Accumulated Other Comprehensive Income The following is a summary of the components of accumulated other comprehensive income, net of tax, at September 30, 2017, 2016 and 2015 (in thousands): Unrealized Gains (Losses) Currency on Available- Pension Translation for-Sale Liability Adjustments Securities Adjustments Total Balance at September 30, 2014 $ 16,102 $ (38) $ (377) $ 15,687 Other comprehensive (loss) income before reclassifications (9,426) 144 (605) (9,887) Amounts reclassified from accumulated other comprehensive income (131) (3) 232 98 Balance at September 30, 2015 6,545 103 (750) 5,898 Other comprehensive income (loss) before reclassifications 8,844 (231) (322) 8,291 Amounts reclassified from accumulated other comprehensive income — 125 852 977 Balance at September 30, 2016 15,389 (3) (220) 15,166 Other comprehensive (loss) income before reclassifications (221) (10) 514 283 Amounts reclassified from accumulated other comprehensive income — 12 (248) (236) Balance at September 30, 2017 $ 15,168 $ (1) $ 46 $ 15,213 Unrealized net holding gains (losses) on available-for-sale marketable securities are reclassified from accumulated other comprehensive income into results of operations at the time of the securities’ sale, as described in Note 4, "Marketable Securities.” Gains (losses) related to defined benefit pension plan settlements are reclassified from accumulated other comprehensive income into results of operations at the time of the settlement, as described in Note 12, "Postretirement Benefits.” Defined benefit pension plan curtailments are recognized as reclassifications from accumulated other comprehensive income and corresponding reductions in pension liabilities and net pension cost, as described in Note 12, "Postretirement Benefits.” Losses related to currency translation adjustments were reclassified from accumulated other comprehensive income into results of operations upon liquidation of YBA joint venture during fiscal year ended September 30, 2015, as described in Note 7, "Equity Method and Other Investments". |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Plans | 14. Equity Incentive Plans The Company’s equity incentive plans are intended to attract and retain employees and provide an incentive for them to contribute to the Company’s long-term growth and achievement of its long-range performance goals. The equity incentive plans consist of plans under which employees may be granted options to purchase shares of the Company’s stock, restricted stock and other equity incentives. Restricted stock awards generally have a 3 year vesting period. At September 30, 2017, a total of 3,459, 828 shares were reserved and available for future grant under the equity incentive plans. 2015 Equity Incentive Plan The primary purpose of the 2015 Equity Incentive Plan, (the “2015 Plan") is to attract and retain employees and provide an incentive for them to contribute to the Company’s long-term growth and achievement of its long-range performance goals. In accordance with the 2015 Plan provisions, 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 2015 Plan. The 2015 Plan provides for the issuance of a maximum of 5,000,000 shares of common stock in addition to the stock option and restricted stock awards granted out of the 2000 Plan that were canceled or forfeited after February 5, 2015 upon expiration of the 2000 Plan on March 31, 2015. Restricted Stock Activity The following table summarizes restricted stock unit activity for the fiscal year ended September 30, 2017: Weighted Average Grant-Date Shares Fair Value Outstanding at September 30, 2016 2,489,076 $ 10.79 Granted 1,018,570 14.43 Vested (918,738) 10.51 Forfeited (114,897) 11.80 Outstanding at September 30, 2017 2,474,011 $ 12.34 The weighted average grant date fair value of restricted stock units granted during fiscal years 2017, 2016 and 2015 was $14.43, $10.84 and $11.89 per share, respectively. The fair value of restricted stock units vested during fiscal years 2017, 2016 and 2015 was $15.0 million, $14.3 million and $8.4 million, respectively. During fiscal years 2017, 2016 and 2015, the Company remitted $4.7 million, $4.4 million and $2.4 million, respectively, for withholding taxes on vested restricted stock units, of which $0.1 million, $4.3 million and $2.3 million, respectively, was paid by the Company. During fiscal years 2017, 2016 and 2015, the Company received $4.6 million, $0.1 million and $0.1 million, respectively, in cash proceeds from employees to satisfy their tax obligations as a result of share issuances. As of September 30, 2017, the future unrecognized stock-based compensation expense related to restricted stock units expected to vest is $ 20.3 million and is expected to be recognized over an estimated weighted average amortization period of 1. 6 years. The Company grants restricted stock units which vest upon the satisfaction of certain performance conditions and / or service conditions. In addition, the Company issues shares to participating employees pursuant to an employee stock purchase plan. The Company also issues unrestricted stock awards to its directors in accordance with its director compensation program. The Company grants restricted stock units that vest over a required service period and /or achievement of certain operating performance goals. Restricted stock units granted with performance goals may also have a required service period following the achievement of all or a portion of the goals. The following table reflects restricted stock units and stock awards granted during fiscal years ended September 30, 2017, 2016 and 2015: Time-Based Performance- Total Units Units Stock Grants Based Units Year ended September 30, 2017 1,018,570 386,713 43,519 Year ended September 30, 2016 1,690,582 744,250 86,082 Year ended September 30, 2015 1,513,281 597,250 69,281 Time-Based Grants Restricted stock units granted with a required service period typically have three year vesting schedules in which one-third of awards vest at the first anniversary of the grant date, one-third vest at the second anniversary of the grant date and one-third vest at the third anniversary of the grant date, subject to the award holders meeting service requirements. Stock Grants During fiscal years 2017, 2016 and 2015, the Company granted 43,519, 86,082 and 69,281 units, respectively, to the members of the Company’s Board of Directors, including compensation-related restricted stock units of 28,065, 55,380 and 49,267, respectively. Compensation-related units granted during fiscal year 2017 are subject to a one-year vesting period starting from the grant date. The units will vest on the date which is one day before the Company’s 2018 Annual Meeting of Stockholders. Compensation-related units granted during fiscal years 2016 and 2015 vested on the grant date upon their issuance. Certain members of the Board of Directors previously elected to defer receiving their annual awards of restricted shares of the Company stock and quarterly dividends until a future date. During fiscal years 2017, 2016 and 2015, the Company granted 13,065, 25,560 and 13,318 units, respectively, related to such deferred annual restricted share awards, as well as 2,389, 5,142 and 6,876 units, related to deferred quarterly dividends. Annual restricted share awards granted during fiscal year 2017 are subject to a one-year vesting period starting from the grant date. The units will vest on the date which is one day before the Company’s 2018 Annual Meeting of Stockholders, but certain holders have elected to defer the receipt of the Company shares until they attain a certain age or cease to provide services to the Company in their capacity as Board members. Annual restricted share awards granted during fiscal years 2016 and 2015 vested on the grant date upon their issuance, but the settlement was deferred by certain holders, for the same conditions as described above for grants in fiscal year 2017. The amount of deferred dividends granted during fiscal years 2017, 2016 and 2015 was equal to the value of cash dividends that would be paid on the number of total deferred shares based on the closing price of the Company’s stock on the dividend record date. Such units vested upon their issuance, but the settlement was deferred by certain holders for the same conditions, as described above. Performance-Based Grants Performance-based restricted stock units are earned based on the achievement of performance criteria established by the Human Resources and Compensation Committee of the Board of Directors. The criteria for performance-based awards are weighted and have threshold, target and maximum performance goals. Performance-based awards granted in fiscal year 2017 allow participants to earn 100% of a targeted number of restricted stock units if the Company’s performance meets its target for each applicable financial metric, and up to a maximum of 200% of the restricted stock units if the Company’s performance for such metrics meets the maximum threshold. Performance below the minimum threshold for each financial metric results in award forfeitures. Performance goals will be measured over a three year period at the end of fiscal year 2019 to determine the number of units earned by recipients who continue to meet a service requirement. Units held by recipients who fail to meet the continued service requirement are forfeited. Earned units for recipients who continue to meet the service requirements vest on the date the Company’s Board of Directors determines the number of units earned, which will be approximately the third anniversary of the grant date. Performance-based awards granted in fiscal year 2016 also include provisions that allow participants to earn threshold, target and maximum awards ranging from 0% of the award for performance below the minimum threshold, 100% of the award for performance at target, and up to a maximum of 200% of the award if the Company achieves the maximum performance goals. Performance-based awards granted in fiscal year 2015 include provisions similar to fiscal years 2017 and 2016 awards that allow participants to earn threshold, target and maximum awards ranging from 0% of the award for performance below the minimum threshold, 100% of the award for performance at target, and up to a maximum of 200% of the award if the Company achieves the maximum performance goals. Sixty percent of the performance-based units granted in fiscal year 2015 had certain performance goals that were measured at the end of fiscal year 2015 to determine the number of earned units eligible for subsequent vesting. The Company performed below the threshold levels relative to the performance criteria for these awards and as a result these awards were not eligible for subsequent vesting, which resulted in a forfeiture of 495,684 units. Forty percent of the performance-based units granted in fiscal year 2015 have certain performance goals which will be measured over a three year period at the end of fiscal year 2017 to determine the number of earned units eligible for vesting. Earned units vest on the third anniversary of the grant date, subject to award holders satisfying the service requirements. 351,066 units, or 40.0%, of performance-based awards granted in fiscal year 2015 are eligible for vesting. The total number of performance-based units to be earned by the participants will be based on the achievement against the Company’s performance targets. The vesting of the units is subject to award holders satisfying the service requirements. 1995 Employee Stock Purchase Plan On February 22, 1996, the stockholders approved the 1995 Employee Stock Purchase Plan, (the "1995 Plan"), which enables eligible employees to purchase shares of the Company’s common stock. Under the 1995 Plan, eligible employees may purchase up to an aggregate of 3,000,000 shares during six-month offering periods commencing on February 1 and August 1 of each year at a stock price equal to 85% of the fair market value of the Company’s stock at the beginning or the end of the semi-annual period, whichever is lower. On February 8, 2012, the stockholders approved an amendment to the 1995 Plan to increase the number of shares of the Company’s common stock available for issuance by 1,000,000 shares, from 3,000,000 to 4,000,000 shares. Participating employees may elect to have up to 10% of their base pay withheld and applied toward the purchase of such shares. The rights of participating employees under the 1995 Plan terminate upon voluntary withdrawal from the plan at any time or upon termination of employment. As of September 30, 2017, 3,949,432 shares of common stock have been purchased under the 1995 Plan which was terminated on August 1, 2017. As of September 30, 2017, there were no shares available for future purchases under the 1995 Plan since 50,568 shares remaining in the plan expired upon its termination. During fiscal years 2017 and 2016, the Company issued 162,360 and 235,727 shares, respectively, under the 1995 Plan for $ 2.0 million and $1.9 million, respectively. 2017 Employee Stock Purchase Plan On February 8, 2017, the stockholders approved the 2017 Employee Stock Purchase Plan, (the "2017 Plan"), which enables eligible employees to purchase shares of the Company’s common stock. The 2017 Plan replaced the 1995 Plan which was terminated on August 1, 2017 upon the expiration of the offering period on July 31, 2017. The 2017 Plan allows for purchases by employees of up to 1,250,000 shares of the Company’s common stock. If the rights of participating employees granted under the 2017 Plan terminate without having been exercised, the shares of common stock not purchased under such rights become available for issuance under the 2017 Plan. As of September 30, 2017, 1,250,000 shares of common stock remain available for purchase under the 2017 Plan. During fiscal year ended September 30, 2017, there were no shares issued or purchased under the 2017 Plan. |
Restructuring and Other Charges
Restructuring and Other Charges | 12 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges | 15. Restructuring and Other Charges Fiscal Year 2017 Activities During fiscal year 2017, the Company recorded restructuring charges of $3.2 million related to severance, of which $2.6 million were attributable to the Brooks Semiconductor Solutions Group segment, $0.4 million were attributable to the Brooks Life Science Systems segment and $0.3 million were attributable to the company-wide restructuring action. The restructuring charges of $2.6 million attributable to the Brooks Semiconductor Solutions Group segment consisted of $1.6 million of charges related to the actions initiated during fiscal year 2017 and $1.0 million of charges related to the actions initiated prior to fiscal year 2017. The restructuring action initiated during fiscal year 2017 was related to streamlining field service operations in order to optimize the cost structure and improve productivity. Total severance costs expected to be incurred in connection with this action are $1.6 million which were recognized entirely during fiscal year 2017. This restructuring action has been completed as of September 30, 2017. Accrued restructuring costs related to this action were $0.5 million at September 30, 2017 and are expected to be paid within the next twelve months from cash flows generated from operating activities. The $1.0 million of restructuring charges related to actions initiated prior to fiscal year 2017 consisted of $0.8 million attributable to the consolidation of the Jena, Germany repair facility into the Chelmsford, Massachusetts repair operation and $0.2 million related to the integration of Contact Co., Ltd. ("Contact") after its acquisition by the Company. Prior to fiscal year 2017, the Company initiated a restructuring action within the Brooks Semiconductor Solutions Group segment to consolidate the Company’s Jena, Germany repair facility into the Chelmsford, Massachusetts repair operation to streamline the service repair operations and reduce the overhead cost structure. Total severance costs incurred in connection with this action were $2.6 million, of which $1.8 million were recognized prior to fiscal year 2017 and $0.8 million were recognized during fiscal year 2017. This restructuring action was substantially completed as of September 30, 2017. Accrued restructuring costs related to this action were $1.0 million at September 30, 2017 and are expected to be paid within the next twelve months from cash flows generated from operating activities. Restructuring charges of $0.3 million were related to the company-wide restructuring action initiated in fiscal year 2016. This restructuring action has been completed as of September 30, 2017 and is not expected to result in any additional restructuring charges in future periods. There were no accrued restructuring costs related to this action at September 30, 2017. The restructuring action was taken to streamline business operations, improve competitiveness and overall profitability and is expected to benefit both segments. Total severance costs incurred in connection with this action were $6.1 million, of which $5.8 million were recognized during fiscal year 2016. Severance costs incurred in connection with this action were attributable to the reduction of several positions across the company, including senior management positions. Fiscal Year 2016 Activities The Company recorded restructuring charges of $12.0 million during fiscal year 2016 related to severance costs which consisted primarily of $10.8 million of charges related to restructuring actions initiated during fiscal year 2016 and $1.3 million of charges related to restructuring actions initiated in prior periods. Restructuring Actions Initiated During Fiscal Year 2016 The Company’s restructuring actions initiated during fiscal year 2016 resulted in total charges of $10.8 million, which consisted of: (i) $3.1 million of costs attributable to the Brooks Life Science Systems segment, (ii) $1.8 million of costs attributable to the restructuring action within the Brooks Semiconductor Solutions Group segment to consolidate our Jena, Germany repair facility into our Chelmsford, Massachusetts repair operation, as described above, and (iii) $5.8 million of costs related to the company-wide restructuring action, as described above. Restructuring initiatives within the Brooks Life Science Systems segment are primarily related to streamlining the segment’s management structure, integrating acquisitions and improving profitability. During fiscal year 2016, the Company initiated several actions within the Brooks Life Science Systems segment related to integrating BioStorage, streamlining management structure and closing the segment’s Spokane, Washington facility in March 2016 and Oberdiessbach, Switzerland facility in July 2016 upon selling the building and temporarily leasing a smaller size office space until December 2016. This restructuring initiative within the Brooks Life Science Systems segment included additional actions completed during the first quarter of fiscal year 2017 which resulted in restructuring charges of $0.2 million during fiscal year 2017. These actions were finalized by the end of the first quarter of fiscal year 2017 and are not expected to result in additional restructuring charges in future periods. Total severance costs incurred in connection with these initiatives were $3.3 million, of which $3.1 million were recognized during fiscal year 2016 and $0.2 million during fiscal year 2017. Accrued restructuring costs related to these actions were $0.5 million at September 30, 2016 and were paid entirely during fiscal year 2017. Restructuring Actions Initiated Prior to Fiscal Year 2016 The Company’s restructuring actions initiated in prior periods resulted in $1.2 million of costs attributable to the Brooks Semiconductor Solutions segment and less than $0.1 million of costs attributable to the Brooks Life Science Systems segment. These restructuring actions were primarily related to the integration of Contact, as well as the closure and transfer of the Mistelgau, Germany manufacturing operations to a contract manufacturer. Accrued restructuring costs related to these actions were $0.2 million at September 30, 2016 and were paid entirely during fiscal year 2017. Fiscal Year 2015 Activities The Company recorded restructuring charges of $4.7 million in fiscal year 2015, which included severance costs of $3.4 million and facility-related costs of $1.3 million. Severance costs of $3.4 million consisted of $2.2 million of charges attributable to the Brooks Semiconductor Solutions segment and $1.3 million of costs attributable to the Brooks Life Science Systems segment. Restructuring actions within the Brooks Semiconductor Solutions Group segment were related to the integration of Dynamic Micro Systems Semiconductor Equipment GmbH (the "DMS") with the Company’s operations and the transition of manufacturing of certain products from the Company’s facility in Mistelgau, Germany to a third party contract manufacturer. Restructuring actions within the Brooks Life Science Systems segment were related to the closure of the Poway, California facility and transition of product sub-assembly manufacturing operations to the third party contract manufacturers. These restructuring plans were substantially completed on December 31, 2015. Facility exit costs of $1.3 million were attributable to Brooks Semiconductor Solutions Group segment were related to the outsourcing of manufacturing certain of the Company’s line of Polycold cryochillers and compressors within the United States to a third party contract manufacturer. The facility exit costs represented future lease payments and expected operating costs to be paid until the termination of the facility lease. The Company terminated the lease on October 27, 2015 and fully paid the related restructuring liability during the first quarter of fiscal year 2016. The following is a summary of activity related to the Company’s restructuring and other charges, excluding amounts related to the discontinued operations, for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Activity -Year Ended September 30, 2017 Balance Balance September 30, September 30, 2016 Expenses Payments 2017 Total restructuring liabilities related to workforce termination benefits $ 5,939 $ 3,226 $ (7,457) $ 1,708 Activity -Year Ended September 30, 2016 Balance Balance September 30, September 30, 2015 Expenses Payments 2016 Facility and other contract termination costs $ 433 $ 25 $ (458) $ — Workforce-related termination benefits 1,640 12,014 (7,715) 5,939 Total restructuring liabilities $ 2,073 $ 12,039 $ (8,173) $ 5,939 Activity - Year Ended September 30, 2015 Balance Balance September 30, September 30, 2014 Expenses Payments 2015 Facility and other contract termination costs $ 71 $ 1,204 $ (842) $ 433 Workforce-related termination benefits 3,404 3,213 (4,977) 1,640 Total restructuring liabilities related to workforce termination benefits $ 3,475 $ 4,417 $ (5,819) $ 2,073 Accrued restructuring costs of $ 1.7 million as of September 30, 2017 are expected to be paid during fiscal year 2018. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 16. Earnings per Share The calculations of basic and diluted net income (loss) per share and basic and diluted weighted average shares outstanding are as follows for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands, except per share data): Year Ended September 30, 2017 2016 2015 Net income (loss) $ 62,612 $ (69,476) $ 14,221 Weighted average common shares outstanding used in computing basic earnings (losses) per share 69,575 68,507 67,411 Dilutive common stock options and restricted stock units 910 — 1,138 Weighted average common shares outstanding used in computing diluted earnings (losses) per share 70,485 68,507 68,549 Basic net income (loss) per share $ 0.90 $ (1.01) $ Diluted net income (loss) per share 0.89 (1.01) Restricted stock units of 9,500 during fiscal year 2017 were excluded from the computation of diluted earnings per share as their effect would be anti-dilutive based on the treasury stock method. Restricted stock units of 859,000 during fiscal year 2016 were excluded from the computation of diluted earnings per share as a result of a net loss incurred during the period. Approximately 120,000 shares of unvested restricted stock units were excluded from the computation of diluted earnings per share for the fiscal year ended September 30, 2015 as their effect would be anti-dilutive based on the treasury stock method. On November 8, 2017, the Company’s compensation committee and Board of Directors authorized and approved the annual grant of approximately 468,700 restricted stock units with a grant date of November 8, 2017. |
Significant Customers
Significant Customers | 12 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Significant Customers | 17. Significant Customers The Company had one customer that accounted for more than 10% of its consolidated revenue at 12% during the fiscal year ended September 30, 2015. No customers accounted for more than 10% of the Company’s consolidated revenue during the fiscal years ended September 30, 2017 and 2016. At September 30 2016, one customer’s receivable balance represented approximately 11% of the Company’s total receivables. No customers accounted for more than 10% of the Company’s total receivables during the fiscal year ended September 30, 2017. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 18. 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 has two operating and reportable segments consisting of (i) Brooks Semiconductor Solutions Group segment and (ii) Brooks Life Science Systems segment. Prior to fiscal year 2016, the Company had three operating and reportable segments that consisted of Brooks Product Solutions segment, Brooks Global Services segment and Brooks Life Science Systems segment. During fiscal year 2016, the Company reorganized its reporting structure into two operating and reportable segments. The Company’s reportable segment information for the fiscal year ended September 30, 2015 has been reclassified to reflect the current segment structure and to conform to the presentation of information for fiscal years ended September 30, 2017 and 2016. The accounting policies of the operating segments remained unchanged as a result of the realignment. The Brooks Semiconductor Solutions Group segment provides a variety of products, services and solutions that enable improved throughput and yield in controlled operating environments, as well as an extensive range of support services. The solutions include atmospheric and vacuum robots, tool automation systems that provide precision handling and clean wafer environments, contamination control of wafer carrier front opening unified pods, as well as cryogenic pumps and compressors that provide vacuum pumping and thermal management solutions used to create and control critical process vacuum applications. The support services include repair services, diagnostic support services, and installation services in support of the products, which enable our customers to maximize process tool uptime and productivity. This segment also provides end-user customers with spare parts and productivity enhancement upgrades to maximize tool productivity. The Brooks Life Science Systems segment provides comprehensive life cycle sample management solutions for life science and bioscience customers to advance scientific research and support drug development. The segment’s product offerings include automated cold sample management systems for compound and biological sample storage, equipment for sample preparation and handling, consumables, and informatics that manage samples throughout our customers’ research discovery and development work flows. The segment’s service offerings include sample storage and support services provided to a wide range of life science customers, including pharmaceutical companies, biotechnology companies, biobanks and research institutes. The Company evaluates the performance and future opportunities of its segments and allocates resources to them based on their revenue, operating income (loss) and returns on invested assets. Operating income (loss) for each segment includes selling, general and administrative expenses directly attributable to the segment. Amortization of acquired intangible assets (excluding completed technology), restructuring and other charges, pension settlement, in-process research and development, as well as other unallocated corporate expenses are excluded from the segments’ operating income (loss). The Company’s indirect overhead costs, which include various general and administrative expenses, are allocated among the segments based upon several cost drivers associated with the respective administrative function, including segment revenue, headcount, or benefits that each segment derives from a specific administrative function. Segment assets exclude cash, cash equivalents, marketable securities, deferred tax assets, assets held for sale and equity method investments. The following is the summary of the financial information for the Company’s operating and reportable segments for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Brooks Brooks Semiconductor Life Science Solutions Group Systems Total Fiscal Year Ended September 30, 2017 Revenue Products $ 466,871 $ 66,753 $ 533,624 Services 77,305 81,956 159,261 Segment revenue $ 544,176 $ 148,709 $ 692,885 Gross profit $ 212,652 $ 54,752 $ 267,404 Segment operating income 86,716 4,695 91,411 Depreciation expense 5,052 4,694 9,746 Assets 325,408 306,666 632,074 Fiscal Year Ended September 30, 2016 Revenue Products $ 375,237 $ 46,546 $ 421,783 Services 76,973 61,567 138,540 Segment revenue $ 452,210 $ 108,113 $ 560,323 Gross profit $ 159,018 $ 39,063 $ 198,081 Segment operating income (loss) 37,926 (6,451) 31,476 Depreciation expense 4,788 3,496 8,284 Assets 317,717 247,735 565,452 Fiscal Year Ended September 30, 2015 Revenue Products $ 406,579 $ 50,832 $ 457,411 Services 78,058 17,239 95,297 Segment revenue $ 484,637 $ 68,071 $ 552,708 Gross profit $ 171,379 $ 17,726 $ 189,105 Segment operating income (loss) 49,695 (19,580) 30,115 Depreciation expense 4,312 1,295 5,607 Assets 317,069 110,910 427,979 The following is a reconciliation of the Company’s operating and reportable segments’ operating income and segment assets to the corresponding amounts presented in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): As of and for the Year Ended September 30, 2017 2016 2015 Segment operating income $ 91,411 $ 31,476 $ 30,115 Amortization of acquired intangible assets 13,929 10,799 7,656 Restructuring charges 3,226 12,039 4,713 Other unallocated corporate expenses 10,143 4,400 856 Total operating income $ 64,113 $ 4,238 $ 16,890 September 30, September 30, 2017 2016 Segment assets $ 632,074 $ 565,452 Cash, cash equivalents and marketable securities 104,292 91,221 Deferred tax assets 1,692 1,982 Equity method investments 28,570 27,250 Total assets $ 766,628 $ 685,905 Revenue from external customers is attributed to geographic areas based on locations in which customer orders are placed. Net revenue by geographic area for the fiscal years ended September 30, 2017, 2016 and 2015 are as follows (in thousands): Year Ended September 30, 2017 2016 2015 North America $ 242,331 $ 209,727 $ 199,103 Asia / Pacific/ Other 327,864 247,241 231,840 Europe: United Kingdom $ 42,138 $ 36,611 $ 32,160 Rest of Europe $ 80,552 $ 66,744 $ 89,605 $ 692,885 $ 560,323 $ 552,708 The majority of the Company’s net revenue in North America is generated in the United States which amounted to $240.6 million, $208.3 million and $197.4 million, respectively, during fiscal years ended September 30, 2017, 2016 and 2015. Property, plant and equipment by geographic area as of September 30, 2017 and 2016 are as follows (in thousands): September 30, 2017 2016 North America $ 52,235 $ 49,505 Asia / Pacific / Other 676 952 Europe 5,551 4,428 $ 58,462 $ 54,885 Property, plant and equipment located in the United States amounted to $52.0 million and $49.3 million, respectively, at September 30, 2017 and 2016. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 19. Fair Value Measurements The fair value measurement guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following levels of inputs may be used to measure fair value: Level 1 Inputs: Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Inputs: Observable inputs other than prices included in Level 1, including quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Inputs: Unobservable inputs that are significant to the fair value of the assets or liabilities and reflect an entity’s own assumptions in pricing assets or liabilities since they are supported by little or no market activity. The 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, 2017 and 2016 (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable September 30, Identical Assets Observable Inputs Inputs Description 2017 (Level 1) (Level 2) (Level 3) Assets: Cash equivalents $ 45 $ 42 $ 3 $ — Available-for-sale securities 2,670 — 2,670 — Foreign exchange contracts 4 — 4 — Total Assets $ 2,719 $ 42 $ 2,677 $ — Liabilities: Foreign exchange contracts 146 — 146 — Total Liabilities $ 146 $ — $ 146 $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable September 30, Identical Assets Observable Inputs Inputs Description 2016 (Level 1) (Level 2) (Level 3) Assets: Cash equivalents $ 143 $ 98 $ 45 $ — Available-for-sale securities 6,135 — 6,135 — Foreign exchange contracts 5 — 5 — Convertible debt securities 5,774 — — 5,774 Stock warrant 45 — — 45 Total Assets $ 12,102 $ 98 $ 6,185 $ 5,819 Liabilities: Contingent consideration $ 500 $ — $ — $ 500 Foreign exchange contracts 96 — 96 — Total Liabilities $ 596 $ — $ 96 $ 500 The convertible debt securities and the stock warrant are included in "Other assets" in the accompanying Consolidated Balance Sheets as of September 30, 2016. During fiscal year ended September 30, 2017, the Company settled the convertible debt securities and the stock warrant as a part of the non-cash consideration for the Company’s acquisition of Cool Lab completed on November 28, 2016. The convertible debt securities and the stock warrant were measured at fair value on the acquisition date as a portion of the consideration transferred to the seller. A loss of $0.2 million on settlement of these financial instruments was recorded in the "Other (expense) income, net" in the Company’s Consolidated Statements of Operations for the fiscal year ended September 30, 2017. Please refer to Note 7, "Equity Method and Other Investments" for further information on the convertible debt securities and the stock warrant and Note 3, "Acquisitions" for the acquisition of Cool Lab. Cash Equivalents Cash equivalents of less than $0.1 million and $0.1 million, respectively, at September 30, 2017 and 2016 consist of money market funds and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Cash equivalents of less than $0.1 million as of each of September 30, 2017 and 2016 consist primarily of Bank Certificate of Deposits and are classified within Level 2 of the fair value hierarchy because they are not actively traded. Available-For-Sale Securities Available-for-sale securities of $2.7 million and $6.1 million, respectively, at September 30, 2017 and 2016 consist of Municipal Securities, Bank Certificate of Deposits, U.S Corporate Securities and Other Debt Securities. The securities are valued using matrix pricing and benchmarking and classified within Level 2 of the fair value hierarchy because they are not actively traded. Matrix pricing is a mathematical technique used to value securities by relying on the securities’ relationship to other benchmark quoted prices. Foreign Exchange Contracts Foreign exchange contract assets and liabilities amounted to less than $0.1 million and $0.1 million, respectively, at September 30, 2017. Foreign exchange contract assets and liabilities amounted to less than $0.1 million and $0.1 million, respectively, at September 30, 2016. Foreign exchange contract assets and liabilities are measured and reported at fair value based on observable market inputs and classified within Level 2 of the fair value hierarchy due to a lack of an active market for these contracts. Convertible Debt Securities At September 30, 2016, convertible debt securities of $5.8 million were measured at fair value and classified within Level 3 of the fair value hierarchy. During fiscal year ended September 30, 2017, the Company settled the convertible debt securities as a part of the non-cash consideration for the Company’s acquisition of Cool Lab. The convertible debt securities were measured at fair value of $5.6 million on the acquisition date which was determined based on the probability weighted average discounted cash flow (the "DCF") approach and a Monte Carlo simulation model. The DCF approach was utilized for the instrument’s variable conversion price scenarios for which fair value was determined based on probability weighted average method utilizing various outcomes for the instrument’s expected payout. The fair value for each outcome was computed based on the present value of cash flows associated with the expected payout discounted at the risk-adjusted discount rate. The key inputs used in the DCF approach included a risk-adjusted discount rate of 23% and the time of the instrument’s payout, which ranged between 1.5 years and 3.2 years. The Monte Carlo simulation model was utilized for the instrument’s fixed conversion price scenarios. The fair value of the instrument was computed for the period from the valuation date through the expected payoff date based on multiple scenarios. The key inputs used in the Monte-Carlo approach consisted of: (i) risk free rate, which was used for the scenarios in which the instrument’s conversion value was greater than its fixed payoff value, and ranged between 0.96% and 1.39%, (ii) risk-adjusted discount rate of 23%, which was used for the scenarios in which the instrument’s conversion value was less than its fixed payoff value, (iii) expected payoff period, which ranged between 1.50 years and 3.06 years, (iv) underlying stock price estimated at $1.76, and (v) underlying stock volatility of 55%, which was calculated based on security-specific volatility. A loss of $0.2 million on the settlement of convertible debt securities with a fair value of $5.6 million and a carrying value of $5.8 million on November 28, 2016 was recognized within "Other (expense) income, net" in the Company’s Consolidated Statements of Operations during fiscal year ended September 30, 2017. Please refer to Note 7, "Equity Method and Other Investments" for further information on the convertible debt securities and Note 3, "Acquisitions" for the acquisition of Cool Lab. Stock Warrants Stock warrant valued at less than $0.1 million at September 30, 2016 was classified within Level 3 of the fair value hierarchy and measured at fair value based on the Black-Scholes model. The Black-Scholes model applied to the warrant incorporated the constant price variation of the underlying asset, the time value of money, the warrant’s strike price and the time until the warrant’s expiration date. The fair value of the warrant was determined utilizing a five year equity volatility percentage based on an average equity volatility derived from comparable public companies. During fiscal year ended September 30, 2017, the Company canceled the stock warrant as part of the non-cash consideration for the Company’s acquisition of Cool Lab and measured the stock warrant at fair value of less than $0.1 million on the acquisition date. The fair value of the warrant was determined based on the option pricing approach that treats various classes of securities in a company’s capital structure as call options on the total equity value of the company. Contingent Consideration Contingent consideration liability of $0.5 million at September 30, 2016 was classified within Level 3 of the fair value hierarchy and measured at fair value based on the probability-weighted average discounted cash flow model utilizing potential outcomes related to achievement of certain specified targets and events. The fair value measurement of the contingent consideration is based on probabilities assigned to each potential outcome and the discount rate. During fiscal year ended September 30, 2017, the Company settled the liability and remitted a cash payment of $0.5 million to the sellers of Contact as a remaining part of the acquisition purchase price. Please refer to Note 3, “Acquisitions” for further information on the contingent consideration liability. The carrying amounts of accounts receivable and accounts payable approximate their fair value due to their short-term nature. The following table presents the reconciliation of the assets and liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Convertible Stock Contingent Debt Securities Warrant Consideration Total Balance at September 30, 2016 $ 5,774 $ 45 $ 500 $ 6,319 Change in fair value (194) (37) — (231) Settlements (5,580) (8) (500) (6,088) Balance at September 30, 2017 $ — $ — $ — $ — Nonrecurring Fair Value Measurements The Company holds certain assets that are measured at fair value on a nonrecurring basis in periods subsequent to initial recognition. A loan receivable of $1.5 million at September 30, 2016 was recorded at carrying value and included in "Other assets" in the Consolidated Balance Sheets. During the fiscal year ended September 30, 2017, the Company settled the loan as part of the non-cash consideration for the Company’s acquisition of Cool Lab and remeasured it at fair value of $1.6 million on the acquisition date. Fair value of the loan was classified within Level 3 of the fair value hierarchy and determined based on the market approach utilizing a loan settlement value, including its principal and accrued interest, in a similar transaction in a non-observable market. The carrying value of the loan was $1.6 million on the acquisition date and included the loan’s principal and accrued interest. Please refer to Note 7, "Equity Method and Other Investments" for further information on the loan and Note 3, "Acquisitions" for the acquisition of Cool Lab. The equity method investment in BioCision of $1.7 million at September 30, 2016 was recorded at carrying value in the accompanying Consolidated Balance Sheets. During the fiscal year ended September 30, 2017, the Company redeemed the equity method investment in BioCision as part of the non-cash consideration for the Company’s acquisition of Cool Lab. Fair value of the equity method investment in BioCision of $3.1 million was classified within Level 3 of the fair value hierarchy and measured based on the option pricing approach which treats various classes of securities in a company’s capital structure as call options on the total equity value of the company. The key inputs used in the option pricing approach consisted of: (i) total equity value of BioCision estimated at $6.5 million; (ii) equity volatility estimated at 80%; (iii) time to liquidity event estimated at 1.5 years; and (iv) risk free rate of 0.96%. Please refer to Note 7, "Equity Method and Other Investments" for further information on the convertible debt securities and Note 3, "Acquisitions" for the acquisition of Cool Lab. Certain non-financial assets, including goodwill, finite-lived intangible assets and other long-lived assets, are measured at fair value on a non-recurring basis in accordance with the income approach when there is an indication of impairment. Please refer to Note 2, "Summary of Significant Accounting Policies" for further information on the valuation techniques used in developing these measurements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 20. Commitments and Contingencies Operating Leases Commitments The Company leases manufacturing and office facilities and certain equipment under non-cancelable operating leases with lease expiration dates through 2025. Rent expense under the operating leases, excluding costs recorded as a component of restructuring charges, was $4.4 million, $4.9 million and $6.5 million, respectively, for the fiscal years ended September 30, 2017, 2016 and 2015. The Company leases approximately 85,000 square feet of space in Indianapolis, Indiana to accommodate its sample storage, sales and support functions. The initial lease term expired in July 2017. The new lease for such space commenced on August 1, 2017 and expires on September 30, 2023. Additionally, the Company executed another new lease agreement for an additional 13,000 square feet of space within the aforementioned facility which commences on March 1, 2019 and expires on September 30, 2023. The new leases may be extended at the Company’s option for three additional terms of five years each, subject to the terms and conditions of the lease. In addition to the Indianapolis facility, the Company leases approximately 45,000 square feet of space in each of its Fremont, California and Manchester, UK to accommodate its manufacturing, research and development, and sales and support functions. During the fiscal year ended September 30, 2017, the Company extended the lease term for its Fremont, California facility until August 31, 2025 which may be further extended at the Company’s option for two additional terms of five years each, subject to the terms and conditions of the lease. The initial term for the Manchester, UK facility expires in December 2019 and may be extended at the Company’s option for five years subject to the terms and conditions of the lease. Future minimum lease commitments on non-cancelable operating leases and scheduled sublease payments as of September 30, 2017 are as follows (in thousands) Scheduled Gross Sublease Net Year Ended September 30, Payments Payments Payments 2018 $ 3,739 $ 54 $ 3,685 2019 3,182 9 3,173 2020 1,791 — 1,791 2021 1,535 — 1,535 2022 1,549 — 1,549 Thereafter 9,066 — 9,066 $ 20,862 $ 63 $ 20,799 The Company utilizes a third party to manage its manufacturing operations in Mexico. As a part of this arrangement, the Company makes and guarantees the monthly payments for a lease of its Mexico facility which expires in February 2019. The remaining payments under the lease were approximately $ 1.0 million at September 30, 2017. Letters of Credit At September 30, 2017 and 2016, the Company had $3.5 million and $2.0 million, respectively, of letters of credit outstanding related primarily to customer advances and other performance obligations. These arrangements guarantee the refund of advance payments received from the Company’s customers in the event that the product is not delivered or warranty obligations are not fulfilled in accordance with the contract terms. These obligations could be called by the beneficiaries at any time before the expiration date of the particular letter of credit if the Company fails to meet certain contractual requirements. None of these obligations were called during fiscal years ended September 30, 2017 and 2016, and the Company currently does not anticipate any of these obligations to be called in the near future. Purchase Commitments The Company has non-cancelable contracts and purchase orders for inventory of $122.0 million and $101.4 million, respectively, at September 30, 2017 and 2016. Contingencies During the fiscal year ended September 30, 2016, the Company discovered that it inadvertently failed to register on Form S‑8 with the Securities and Exchange Commission certain shares of common stock previously authorized for issuance by the Company’s Board of Directors and stockholders under the Company’s 1995 Employee Stock Purchase Plan, as amended (the “ESPP”). As a result, certain purchasers of common stock under the ESPP had the right to rescind their purchases for an amount equal to the purchase price paid for the shares, plus interest from the date of purchase. The rescission rights were limited to the shares purchased in the last twelve months, which is the applicable federal statute of limitations, and still held by the original purchasers. These shares have been treated as issued and outstanding for financial reporting purposes. In fiscal year 2016, the Company sold shares of its common stock under the ESPP in two separate transactions. On January 29, 2016, the Company sold 118,548 shares to ESPP participants at a price of $8.00 per share and on July 29, 2016, the Company sold 117,179 shares to ESPP participants at a price of $8.02 per share, for an aggregate purchase price of approximately $1.9 million. No commissions or other fees were paid in connection with the issuance of those shares. On February 8, 2017, the Company filed a Form S-8 registration statement with the SEC to cover the 1,000,000 shares of common stock that had been authorized for issuance by our Board of Directors and approved by the stockholders but not otherwise registered on a Form S-8. All the shares subject to rescission rights expired by statute of limitations on July 31, 2017. 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. However, as of the date of this report, the Company believes that none of these claims will have a material adverse effect on its consolidated financial position or results of operations. In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s consolidated financial position or results of operations in particular quarterly or annual periods. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events Senior Secured Term Loan Facility On October 4, 2017, the Company entered into the $200.0 million term loan with the lenders. The term loan was issued at $197.6 million, or 98.8% of its par value, resulting in a discount of $2.4 million, or 1.2%, which represented loan origination fees paid at the closing. The loan proceeds will be used for general corporate purposes, including acquisitions. The loan principal amount may be increased by an aggregate amount equal to $75.0 million plus any voluntary repayments of the term loans plus an amount such that the secured leverage ratio of the Company is less than 3.00 to 1.00. Deferred financing costs directly associated with obtaining the term loan were $0.4 million at September 30, 2017 and are presented within "Other assets" in the accompanying Consolidated Balance Sheets. Under the terms of the loan agreement, the Company may elect for the loan to bear an interest rate as Eurodollar Borrowings or as Alternate Base Rate, or ABR Borrowings. Interest applicable to Eurodollar Borrowings is based on the Adjusted LIBO Rate plus applicable margin of 2.50%. The Adjusted LIBO Rate is the rate appearing on Bloomberg screen LIBOR01 which gets reset at the beginning of each selected interest period based on LIBOR rate then in effect. Interest applicable to Alternate Base Rate Borrowings is based on the Alternate Base Rate plus applicable margin of 1.50%. Alternate Base Rate is determined based on the highest of: (a) the federal funds effective rate plus 0.50%, (b) prime rate plus 1.00%, or (c) one-month LIBOR rate plus 1.00%. The Company’s obligations under the term loan are guaranteed by the Company’s wholly-owned subsidiary, BioStorage Technologies, Inc. (the “guarantor”), subject to the terms and conditions of the term loan agreement. The Company and the guarantor granted the lenders a perfected first priority security interest in substantially all of the assets of the Company and the guarantor to secure the repayment of the term loan. The term loan matures and becomes fully payable on October 4, 2024. The principal is payable in installments equal to 0.25% of the initial principal amount of the term loans on March 31 st , June 30 th , September 30 th and December 31 st of each year, with any remaining amount of principal becoming due and payable on the maturity date. All accrued and unpaid interest on ABR Borrowings shall be due and payable at the same time as the loan principal installments. All accrued and unpaid interest on Eurodollar Borrowings shall be due on the last day of each interest period elected by the Company for such Eurodollar Borrowings, except for interest periods of more than three months in which case all accrued and unpaid interest shall be due and payable every three months. Subject to certain conditions stated in the term loan agreement, the Company may redeem the term loan at any time at its option without a significant premium or penalty, except for a repricing transaction, as defined in the term loan agreement, which is subject to a premium of 1.00% of the loan principal amount during the first six months of the loan term . The Company would be required to redeem the term loan at the principal amount then outstanding upon occurrence of certain events, including (i) net proceeds received from the sale or other disposition of the Company’s or guarantor’ assets, subject to certain limitations, (ii) casualty and condemnation proceeds received by the Company or the guarantor, subject to certain exceptions, (iii) net proceeds received by the Company or the guarantor from the issuance of debt or disqualified capital stock after October 4, 2017. Commencing on December 31, 2018, the Company will be required to make principal payments equal to the excess cash flow amount, as defined in the term loan agreement. Such prepayments are equal to 50% of the preceding year excess cash flow amount reduced by voluntary prepayments of the term loan, subject to certain limitations. The term loan agreement contains certain customary representations and warranties, covenants and events of default. If any of the events of default occur and are not waived or cured within applicable grace periods, any unpaid amounts under the term loan agreement will bear an annual interest rate at 2.00% above the rate otherwise applicable under the terms and conditions of such agreement. The term loan agreement does not contain financial maintenance covenants. Acquisition On October 5, 2017, the Company acquired all of the outstanding capital stock of 4titude Limited (“4titude”), a U.K.-based manufacturer of scientific consumables for biological sample materials used in a variety of genomic and DNA analytical applications. Total cash payment made by the Company was $65.5 million, net of cash acquired, and is subject to working capital adjustments. The acquisition is expected to expand the Company’s existing offerings of consumables and instruments within the Brooks Life Science Systems segment. The Company expects to report the results of operations for this acquisition within the results of Brooks Life Science Systems segment starting from the acquisition date. The Company has not presented a purchase price allocation related to fair values of assets acquired and liabilities assumed, as well as pro-forma information summary for its consolidated results of operations for the fiscal year ended September 30, 2017 and 2016 as if the acquisition occurred on October 1, 2015 because the initial accounting for the acquisition was incomplete on the financial statements issuance date. Dividend On November 8, 2017, the Company’s Board of Directors declared a cash dividend of $0.10 per share payable on December 22, 2017 to common stockholders of record as of December 1, 2017. Dividends are declared at the discretion of the Company’s Board of Directors and depend on the Company’s actual cash flow from operations, its financial condition and capital requirements, as well as any other factors the Company’s Board of Directors may consider relevant. Future dividend declarations, as well as the record and payment dates for such dividends, will be determined by the Company’s Board of Directors on a quarterly basis. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company applies equity method of accounting to investments that provide it with ability to exercise significant influence over the entities in which it lacks controlling financial interest and is not a primary beneficiary. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates are associated with recording accounts receivable, inventories, goodwill, intangible assets other than goodwill, long-lived assets, derivative financial instruments, deferred income taxes, warranty and pension obligations, revenue recognized in accordance with the percentage of completion method, and stock-based compensation expense. The Company assesses the estimates on an ongoing basis and records changes in estimates in the period they occur and become known. Actual results could differ from these estimates. |
Business Combinations | Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. Significant judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, royalty cost savings and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within the Company’s operating results. |
Foreign Currency Translation | 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 (expense) income, net” in the Company’s Consolidated Statements of Operations. Net foreign currency transaction and remeasurement (losses) gains totaled $(2.3) million, $(1.9) million and $0.5 million for the fiscal years ended September 30, 2017, 2016 and 2015, respectively. The determination of the functional currency of the Company’s subsidiaries is based on their financial and operational environment and is the local currency of all of the Company’s foreign subsidiaries. The subsidiaries’ assets and liabilities are translated into the reporting currency at period-end exchange rates, while revenue, expenses, gains and losses are translated at the average exchange rates during the period. Gains and losses from foreign currency translations are recorded in accumulated other comprehensive income in the Company’s Consolidated Balance Sheets and presented as a component of comprehensive income (loss) in the Company’s Consolidated Statements of Comprehensive Income (Loss). |
Derivative Financial Instruments | Derivative Financial Instruments All derivatives, whether designated as a hedging relationship or not, are recorded in the Consolidated Balance Sheets at fair value. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation based on the exposure being hedged. Certain derivatives held by the Company are not designated as hedges but are used in managing exposure to changes in foreign exchange rates. A fair value hedge is a derivative instrument designated for the purpose of hedging the exposure of 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 (Loss). A cash flow hedge is a derivative instrument designated for the purpose of hedging the exposure to variability in future cash flows resulting from a particular risk. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in accumulated other comprehensive income and recognized in the results of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in the results of operations. A hedge of a net investment in a foreign operation is achieved through a derivative instrument designated for the purpose of hedging the exposure of changes in value of investments in foreign subsidiaries. If the derivative is designated as a hedge of a net investment in a foreign operation, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income as a part of the foreign currency translation adjustment. Ineffective portions of net investment hedges are recognized in the results of operations. For derivative instruments not designated as hedging instruments, changes in fair value are recognized in the Consolidated Statements of Operations as gains or losses consistent with the classification of the underlying risk. |
Concentration of Credit Risk | 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, cash equivalents, 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 top ten largest customers accounted for approximately 39%, 34% and 38% of its consolidated revenue for the fiscal years ended September 30, 2017, 2016 and 2015, respectively. One customer accounted for approximately 12% in the fiscal year ended September 30, 2015. No customers accounted for more than 10% of our consolidated revenue for fiscal years 2017 and 2016. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, marketable securities, derivative instruments, accounts receivable, loans receivable, convertible debt securities, a stock warrant, contingent consideration and accounts payable. Marketable securities and derivative instruments are measured at fair value based on quoted market prices or observable inputs other than quoted market prices for identical or similar assets or liabilities. Convertible debt securities were measured at fair value based on the probability-weighted expected return method utilizing various scenarios for the expected payout of the instrument covering the full range of the potential outcomes. Fair value of the asset securities was based upon the present value of the probability of each future outcome becoming available to the asset and the economic rights and preferences of each asset. Stock warrant was measured at fair value based on the Black-Scholes model which incorporated the constant price variation of the underlying asset, the time value of money, the warrant’s strike price and the time to the warrant’s expiration date. During fiscal year 2017, the Company settled the convertible debt securities and cancelled the stock warrant as a part of the non-cash consideration for the Company’s acquisition of Cool Lab, LLC. Please refer to Note 3, “Acquisitions”, Note 7, “Equity Method and Other Investments” and Note 19, “Fair Value Measurements” for further information on this transaction. Loans receivable are measured at fair value on a non-recurring basis. The Company considers the subordination features of the loans and the fair value of the collateral when measuring the loans’ fair value. The fair value of the loans receivable is determined based on valuation techniques, principally the discounted cash flow method, and could be different under different conditions or different assumptions, including the varying assumptions regarding future cash flows of the Borrower or discount rates. Contingent consideration is measured at fair value based on the probability-weighted average discounted cash flow model utilizing potential outcomes related to achievement of certain specified targets and events. The fair value measurement of the contingent consideration is based on probabilities assigned to each potential outcome and the discount rate. The carrying amounts of cash, cash equivalent, accounts receivable and accounts payable approximate their fair value due to their short-term nature. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash. At September 30, 2017 and 2016, cash equivalents were less than $0.1 million and $0.1 million, respectively. Cash equivalents are reported at cost which approximates their fair value due to their short-term nature and varying interest rates. |
Accounts Receivable and Allowance for Doubtful Accounts and Sales Returns | Accounts Receivable, Allowance for Doubtful Accounts and Sales Returns Trade accounts receivable do not bear interest and are recorded at the invoiced amount. The Company maintains an allowance for doubtful accounts representing its best estimate of probable credit losses related to its existing accounts receivable and their net realizable value. The Company determines the allowance based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends and historical experience. The Company reviews its allowance for doubtful accounts on a quarterly basis and adjusts the balance based on the Company’s estimates of the receivables’ recoverability in the period the changes in estimates occur and become known. Accounts receivable balances are written off against the allowance for doubtful accounts when the Company determines that the balances are not recoverable. Provisions for doubtful accounts are recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations. The Company determines the allowance for sales returns based on its best estimate of probable customer returns. Provisions for sales returns are recorded in "Revenue" in the Consolidated Statements of Operations. The Company does not have any off-balance-sheet credit exposure related to its customers. |
Inventories | Inventories Inventories are stated at the lower of cost or market determined on a first-in, first-out basis and include the cost of materials, labor and manufacturing overhead. The Company reports inventories at their net realizable value and provides reserves for excess, obsolete or damaged inventory based on changes in customer demand, technology and other economic factors. |
Fixed Assets, Intangible Assets and Impairment of Long-lived Assets | Fixed Assets, Intangible Assets and Impairment of Long-lived Assets Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation expense is computed based on the straight-line method and charged to results of operations to allocate the cost of the assets over their estimated useful lives, as follows: Buildings 10 - 40 years Computer equipment and software 3 - 7 years Machinery and equipment 2 - 10 years Furniture and fixtures 3 - 10 years 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 develops software for its internal use and capitalizes direct costs incurred to develop internal-use software during the application development stage after determining software technological requirements and obtaining management approval for funding projects probable of completion. Capitalization of the internal-use software development costs ceases upon substantially completing the project and placing the software into service based on its intended use. Training and data conversion costs, as well as costs incurred prior to the application development stage and during the post-implementation stage are expensed as incurred. As of September 30, 2017 and 2016, the Company had cumulative capitalized direct costs of $4.7 million and $3.7 million, respectively, associated with development of software for its internal use which are included within "Property, plant and equipment, net" in the accompanying Consolidated Balance Sheets. During fiscal year 2017, the Company capitalized direct costs of $ 1.1 million associated with development of software for its internal use. Cost of disposed assets and the associated accumulated depreciation are derecognized upon their retirement or at the time of disposal, and the resulting gain or loss is included in the Company’s results of operations. The Company identified finite-lived intangible assets other than goodwill as a result of acquisitions. Finite-lived intangible assets are valued based on estimated future cash flows and amortized over their estimated useful lives based on methods that approximate the pattern in which the economic benefits are expected to be realized. Finite-lived intangibles assets and fixed assets are tested for impairment when indicators of impairment are present. For purposes of this test, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the Company determines that indicators of potential impairment are present, it assesses the recoverability of long-lived asset group by comparing its undiscounted future cash flows to its carrying value. The future cash flow period is based on the future service life of the primary asset within the long-lived asset group. If the carrying value of the long-lived asset group exceeds its future cash flows, the Company determines fair values of the individual net assets within the long-lived asset group to assess potential impairment. If the aggregate fair values of the individual net assets of the group are less than their carrying values, an impairment loss is recognized for an amount in excess of the group’s aggregate carrying value over its fair value. The loss is allocated to the assets within the group based on their relative carrying values, with no asset reduced below its fair value. Finite-lived intangible assets are amortized over their useful lives, as follows: Patents 7 - 15 years Completed technology 3 - 10 years Customer relationships 3 - 11 years |
Goodwill | Goodwill Goodwill represents the excess of a purchase price over the fair value of net tangible and identifiable intangible assets of the businesses acquired by the Company. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company has elected April 1st as its annual goodwill impairment assessment date. If the existence of events or circumstances indicates that it is more likely than not that fair values of the reporting units are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment. Application of the goodwill impairment test requires significant judgment based on market and operational conditions at the time of the evaluation, including management’s best estimate of future business activity and the related estimates of future cash flows from the assets and the reporting units that include the associated goodwill. These periodic evaluations could cause management to conclude that impairment factors exist, requiring an adjustment of these assets to their then-current fair market values. Future business conditions and/or activity could differ materially from the projections made by management which could result in additional adjustments and impairment charges. The goodwill impairment test is performed at the reporting unit level. A reporting unit is either an operating segment or one level below it, which is referred to as a “component”. The level at which the impairment test is performed requires an assessment of whether the operations below an operating segment constitute a self-sustaining business, in which case testing is generally performed at this level. During the second quarter of fiscal year 2017, the Company adopted on a prospective basis the Accounting Standard Update 2017-04, Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment issued by the Financial Accounting Standards Board (the “FASB”) as a part of simplification initiative. The adoption of the guidance is expected to reduce the cost and complexity of evaluating goodwill for impairment and did not have an impact on the Company’s financial position or results of operations during fiscal year 2017. In accordance with provisions of the guidance, the Company first assesses q ualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company determines, based on this assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying value, it performs a quantitative goodwill impairment test by comparing the reporting unit’s fair value with its carrying value. An impairment loss is recognized for the amount by which the reporting unit’s carrying value exceeds its fair value, up to the total amount of goodwill allocated to the reporting unit. The Company determines fair values of its reporting units based on an income approach in accordance with the discounted cash flow method, or DCF Method. The DCF Method is based on projected future cash flows and terminal value estimates discounted to their present values. Terminal value represents a present value an investor would pay on the valuation date for the rights to the cash flows of the business for the years subsequent to the discrete cash flow projection period. The observable inputs used in the DCF Method include discount rates set above the Company’s weighted-average cost of capital. The Company derives discount rates that are commensurate with the risks and uncertainties inherent in the respective businesses and its internally developed projections of future cash flows. The Company considers the DCF Method to be the most appropriate valuation technique since it is based on management’s long-term financial projections. Due to the cyclical nature of the semiconductor equipment market, management’s projections as of the valuation date are considered more objective since market metrics of peer companies fluctuate during the cycle. In addition, the Company also compares aggregate values of its net corporate assets and reporting unit fair values to its overall market capitalization and uses certain market-based valuation techniques to test the reasonableness of the reporting unit fair values determined in accordance with the DCF Method. |
Deferred Financing Costs | Deferred Financing Costs The Company records commitment fees and other costs directly associated with obtaining line of credit financing as deferred financing costs which are presented within "Other assets" in the accompanying Consolidated Balance Sheets. At September 30, 2017 and 2016, deferred financing costs were $0.5 million and $0.7 million, respectively. Such costs are amortized over the term of the related financing arrangement and included in “Interest expense” in the accompanying Consolidated Statements of Operations. Amortization expense incurred during fiscal years ended September 30, 2017 and 2016 was not material and was included in interest expense in the accompanying Consolidated Statements of Operations. Please refer to Note 9, “Line of Credit” for further information on this arrangement. |
Warranty Obligations | Warranty Obligations The Company offers warranties on the sales of certain of its products and records warranty obligations for estimated future claims at the time revenue is recognized. Warranty obligations are estimated based on historical experience and management’s estimate of the level of future claims. |
Defined Benefit Pension Plans | Defined Benefit Pension Plans The cost and obligations of the Company’s defined benefit pension plans are calculated based on certain assumptions related to the estimated benefits that employees earn while working, the amount of which cannot be completely determined until the benefit payments cease. Key assumptions used in accounting for these employee benefit plans include the discount rate, expected return on plan assets and rate of increase in employee compensation levels. Assumptions are determined based on Company data and appropriate market indicators in consultation with third-party actuaries, and are evaluated each year as of the plans’ measurement date. |
Revenue Recognition | Revenue Recognition The Company generates revenue from the following sources: · Products, including sales of tool automation and automated cold sample management systems, atmospheric and vacuum robots, contamination control solutions, cryogenic pumps and compressors, as well as consumables and spare parts. · Services, including repairs, upgrades, diagnostic support, installation, as well as biological sample and other support services. The Company recognizes revenue for such products and services when it is realized or realizable and earned. Revenue is considered realized and earned when all of the following revenue recognition criteria have been met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is probable. The Company recognizes shipping and handling fees billed to customers as revenue and includes the related costs in "Cost of revenue" in the accompanying Consolidated Statements of Operations. Revenue is presented net of taxes assessed by governmental authorities on revenue-producing transactions. Revenue from software products generated during fiscal years ended September 30, 2017 and 2016 was insignificant. Products Revenue from the sale of products is recognized upon their delivery to customers, provided all other revenue recognition criteria have been met. Delivery is considered complete when both of the following conditions have been met: (i) legal title and risk of loss have transferred to the customer upon product shipment or delivery; and (ii) the Company has reliably demonstrated that products have met their required specifications prior to shipment and, as a result, the Company possesses an enforceable claim right to amounts recognized as revenue. Revenue is recognized upon obtaining a customer technical acceptance if the Company was not able to demonstrate that products have met their required specifications prior to shipment and / or legal title and risk of loss did not transfer to the customer upon product shipment or delivery. 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. Customer allowances and rebates consist primarily of volume discounts and other incentive programs. Customer allowance and rebate amounts are estimated based on historical experience, contractual terms and expected level of sales during the qualifying incentive program period. The Company records customer allowances and rebates as a reduction of revenue at the time of product sale since they represent a reduction in purchase price. Revenue from product sales that involve significant customization, which include primarily automated cold sample management systems, is recognized based on the percentage of completion method. 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 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. These estimates are based on a number of factors, including the degree of required product customization and the customer’s existing environment based on installation work, 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 them based on changes in circumstances. The Company uses the completed contract method for certain arrangements that involve significant product customization and include contractual terms and customer rights disallowing the use of the percentage of completion method. The Company recognizes revenue for these arrangements upon completion or substantial completion of the project, provided all other revenue recognition criteria have been met. The project is considered substantially complete when the Company receives acceptance 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 as deferred revenue. Services Service revenue is generally recognized ratably over the period of performance, provided all other revenue recognition criteria have been met. Payments due or received from the customers prior to rendering the associated services are recorded as deferred revenue. Revenue from repair services or upgrades of customer-owned equipment is recognized upon completion of the repair effort and the shipment of the repaired product back to the customer. If the repairs or the upgrades include installation, revenue is recognized when the installation is completed. Multiple Element Arrangements Certain customer arrangements related to the sale of automated cold sample management systems and contamination control solution products represent multiple element arrangements that include product, service and other elements. The Company allocates arrangement consideration to each deliverable that has a standalone value based upon the selling price hierarchy which requires the Company to use vendor-specific objective evidence (the "VSOE") of selling price if it exists, or a third-party evidence (the "TPE") of the selling price in the absence of VSOE. If neither VSOE nor TPE of selling price exists for a deliverable, the Company uses its best estimate of selling price (the "BESP") for that deliverable. The Company has not been able to establish VSOE or TPE for the deliverables included in the multiple element arrangements and, as a result, primarily uses BESP to allocate the arrangement consideration. The Company determines BESP based on the cost plus a reasonable margin approach and considers entity-specific, as well as external market factors, when developing such estimates. The Company recognizes revenue for each deliverable that has a standalone value in accordance with its revenue recognition policies. Revenue allocated to the delivered elements is recognized at the time of delivery, provided all other revenue recognition criteria are met. Revenue allocated to the undelivered elements is deferred until the elements are delivered and all other revenue recognition criteria have been met. Certain multiple element arrangements include the sale of automated cold sample management systems and contamination control solution products with installation services. Revenue allocated to the automated cold sample management systems and contamination control solution products is recognized in accordance with the Company’s revenue recognition policies. Revenue allocated to the installation services is recognized based on the percentage-of-completion method or the completed contract method in which case it is deferred until the installation-related tasks have been completed. Certain customer arrangements include contingent revenue provisions in which a portion of the selling price of a delivered element is contingent on meeting specified performance criteria or on delivery of other elements included in the arrangement. The amount of revenue recognized for these arrangements is limited to the lower of either: (i) the amount billed to the customer that is not contingent on obtaining a customer technical acceptance; or (ii) the value of the arrangement consideration allocated to the delivered elements. |
Research and Development Expense | Research and Development Expense Research and development costs are expensed as incurred and consist primarily of personnel expenses related to development of new products, as well as enhancements and engineering changes to existing products and development of hardware and software components. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company measures stock-based compensation cost at fair value on the grant date and recognizes the expense over the service period for the awards expected to vest. The fair value of restricted stock units is determined based on the number of shares granted and the closing price of the Company’s common stock quoted on NASDAQ on the date of grant. The Company recognizes stock-based compensation expense on a straight-line basis, net of estimated forfeitures, over the requisite service period. The Company recognizes benefits from stock-based compensation in equity using the with-and-without approach for the utilization of tax attributes. The Company makes estimates of stock award forfeitures and a number of awards expected to vest which requires significant judgment. The Company considers many factors in developing forfeiture estimates, including award types, employee classes and historical experience. The Company assesses the likelihood of achieving the performance goals for stock-based awards that vest upon the satisfaction of these goals. Current estimates may differ from actual results and future changes in estimates. The following table reflects stock-based compensation expense, excluding amounts related to discontinued operations, recorded during the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Year Ended September 30, 2017 2016 2015 Restricted stock $ 16,662 $ 11,220 $ 11,696 Employee stock purchase plan 616 517 463 Total stock-based compensation expense $ 17,278 $ 11,737 $ 12,159 |
Valuation Assumptions for an Employee Stock Purchase 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, 2017, 2016 and 2015: Year Ended September 30, 2017 2016 2015 Risk-free interest rate 0.9 % 0.4 % 0.1 % Volatility 34 % 32 % 31 % Expected life 6 months 6 months 6 months Dividend yield 3.4 % 3.4 % 3.4 % 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. |
Restructuring Expenses | Restructuring Expenses The Company records restructuring expenses associated with management-approved restructuring actions to streamline its business operations, improve profitability and competitiveness, consolidate duplicate infrastructure, as well as reduce headcount resulting from business acquisitions. Restructuring expenses include severance costs related to eliminating a specified number of employees, contract termination costs to vacate facilities and consolidate operations, as well as other costs directly associated with restructuring actions. The Company records severance and other employee termination costs associated with restructuring actions when it is probable that benefits will be paid and the amounts can be reasonably estimated. The rates used in determining restructuring liabilities related to severance costs are based on existing plans, historical experience and negotiated settlements. |
Income Taxes | Income Taxes The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, as well as operating loss and tax credit carryforwards. The Company’s Consolidated Financial Statements contain certain deferred tax assets that were recorded as a result of operating losses, as well as other temporary differences between financial and tax accounting. A valuation allowance is established against deferred tax assets if, based upon the evaluation of positive and negative evidence and the extent to which that evidence is objectively verifiable, it is more likely than not that some or all of the deferred tax assets will not be realized. Significant management judgment is required in determining the Company’s income tax provision, the Company’s deferred tax assets and liabilities and any valuation allowance recorded against those net deferred tax assets. The Company evaluates the weight of all available evidence to determine whether it is more likely than not that some portion or all of the net deferred income tax assets will not be realized. The calculation of the Company’s 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 or an examination 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 has to determine the probability of various possible outcomes. The Company re-evaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors, such as changes in facts or circumstances, tax law, new audit activity and effectively settled issues. Determining whether an uncertain tax position is effectively settled requires judgment. A change in recognition or measurement may result in the recognition of a tax benefit or an additional charge to the tax provision. |
Earnings Per Share | Earnings Per Share Basic income (loss) per share is determined by dividing net income (loss) by the weighted average common shares outstanding during the period. Diluted income (loss) per share is determined by dividing net income (loss) by diluted weighted average shares outstanding during the period. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares. To the extent their effect is dilutive, employee equity awards and other commitments to be settled in common stock are included in the calculation of diluted income per share based on the treasury stock method. Potential common shares are excluded from the calculation of dilutive weighted average shares outstanding if their effect would be anti-dilutive at the balance sheet date based on a treasury stock method or due to a net loss. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In January 2017, the FASB issued an amendment to the accounting guidance related to goodwill impairment testing which eliminates the requirement to calculate the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. In accordance with the provisions of the newly issued guidance, an entity should perform its goodwill impairment test by comparing the fair value of the reporting unit with its carrying value and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, up to the amount of goodwill allocated to that reporting unit. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 and should be adopted prospectively. Early adoption of the newly issued guidance is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The Company performs its annual goodwill impairment assessment on April 1 st of each fiscal year. The Company adopted the guidance during the second quarter of fiscal year 2017. The adoption of the guidance did not have an impact on the Company’s financial position or results of operations. Please refer to Note 6, “Goodwill and Intangible Assets” for further discussion. In January 2017, the FASB issued an amendment to the accounting guidance on business combinations to clarify the definition of a business when assessing whether a set of transferred assets and activities represents a business. Such a set of transferred assets and activities does not represent a business if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If the threshold is not met, entities need to evaluate whether the set of assets and activities meets the requirement that a business includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and should be adopted prospectively. Early adoption of the newly issued guidance is permitted. The Company is currently evaluating the impact of this guidance on its financial position and results of operations. In June 2016, the FASB issued new accounting guidance for reporting credit losses. The new guidance introduces a new "expected loss" impairment model which applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities and other financial assets. Entities are required to estimate expected credit losses over the life of financial assets and record an allowance against the assets’ amortized cost basis to present them at the amount expected to be collected. Additionally, the guidance amends the impairment model for available for sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on such debt security is a credit loss. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption of the newly issued guidance is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The standard should be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company expects to adopt the guidance during the first quarter of fiscal year 2021 and is currently evaluating the impact of this guidance on its financial position and results of operations. In March 2016, the FASB issued an amendment to the accounting guidance to simplify accounting for share-based payment awards issued to employees. The amendment requires recognition of excess tax benefits or deficiencies within income tax expense or benefit and changes their presentation requirements on the statement of cash flows. Additionally, the entity can make an accounting policy election to either estimate the number of awards that are expected to vest, consistent with the current accounting guidance, or account for forfeitures as they occur. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption of the newly issued guidance is permitted. The Company will adopt the guidance during the first quarter of fiscal year 2018 and is currently evaluating the impact of this guidance on its financial position and results of operations. In March 2016, the FASB issued an amendment to the accounting guidance to simplify accounting for embedded derivatives. The amendment clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to the debt host contracts. An entity performing the assessment in accordance with this guidance is required to assess the embedded call (put) options solely in accordance with the four-step decision process set forth in the guidance. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company will adopt the guidance during the first quarter of fiscal year 2018, which is not expected to have a significant impact on its financial position and results of operations. In February 2016, the FASB issued new accounting guidance for reporting lease transactions. In accordance with provisions of the newly issued guidance, a lessee should recognize at the inception of the arrangement a right-of-use asset and a corresponding lease liability initially measured at the present value of lease payments over the lease term. For finance leases, interest on a lease liability should be recognized separately from the amortization of the right-of-use asset, while for operating leases, total lease costs are recorded on a straight-line basis over the lease term. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying assets to forgo recognition of right-of-use assets and corresponding lease liabilities and record a lease expense on a straight-line basis. Entities should determine at the inception of the arrangement whether a contract represents a lease or contains a lease which is defined as a right to control the use of identified property for a period of time in exchange for consideration. Additionally, entities should separate the lease components from the non-lease components and allocate the contract consideration on a relative standalone price basis in accordance with provisions of ASC Topic 606, Revenue from Contracts with Customers . The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and should be adopted via a modified retrospective approach with certain optional practical expedients that entities may elect to apply. The Company expects to adopt the guidance during the first quarter of fiscal year 2020 and is currently evaluating the impact of this guidance on its financial position and results of operations. In August 2014, the FASB issued new accounting guidance related to evaluation of relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements issuance date. The guidance is effective for fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company adopted the guidance during fiscal year 2017 which did not have an impact on its financial position and the results of operations. In May 2014, the FASB issued new accounting guidance for reporting revenue recognition. The guidance provides for the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. A five-step process set forth in the guidance may require more judgment and estimation within the revenue recognition process than the current GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In May 2016, the FASB issued an amendment to the revenue recognition guidance which released in May 2014. The amendment is intended to reduce the cost and complexity of applying the revenue recognition guidance and result in a more consistent application of the revenue recognition rules. The amendment clarifies the implementation guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes, as well as transitional guidance related to completed contracts. In April 2016, the FASB issued another amendment to the revenue recognition guidance which clarifies the implementation guidance on identifying performance obligations and licensing. Specifically, such amendment reduces the cost and complexity of identifying promised goods or services and improves the guidance for determining whether promises are separately identifiable. The amendment also provides implementation guidance on determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The guidance and the related amendments were initially effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. In August 2015, the FASB issued an amendment deferring the effective date of the guidance by one year. The guidance should be adopted retrospectively either for each reporting period presented or via recognizing the cumulative effect at the date of the initial application. Early adoption is permitted only as of annual reporting periods, including the interim periods, beginning after December 15, 2016. The Company expects to adopt the guidance during the first quarter of fiscal year 2019. The Company has initiated the evaluation of the potential impact of adopting the new guidance on its financial position and results of operations, but has not yet completed such assessment or determined the transition method that will be used to adopt the new guidance. The Company is currently reviewing its current accounting policies and practices and analyzing the impact of the guidance on its revenue contract portfolio by identifying potential differences that would result from applying the guidance to its revenue contracts. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Depreciable Lives | Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation expense is computed based on the straight-line method and charged to results of operations to allocate the cost of the assets over their estimated useful lives, as follows: Buildings 10 - 40 years Computer equipment and software 3 - 7 years Machinery and equipment 2 - 10 years Furniture and fixtures 3 - 10 years |
Summary of Amortizable Lives of Intangible Assets | Finite-lived intangible assets are amortized over their useful lives, as follows: Patents 7 - 15 years Completed technology 3 - 10 years Customer relationships 3 - 11 years |
Stock-Based Compensation Expense | The following table reflects stock-based compensation expense, excluding amounts related to discontinued operations, recorded during the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Year Ended September 30, 2017 2016 2015 Restricted stock $ 16,662 $ 11,220 $ 11,696 Employee stock purchase plan 616 517 463 Total stock-based compensation expense $ 17,278 $ 11,737 $ 12,159 |
Fair Value of Shares Issued under Employee Stock Purchase Plan Estimated using Black-Scholes Option Pricing Model | 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, 2017, 2016 and 2015: Year Ended September 30, 2017 2016 2015 Risk-free interest rate 0.9 % 0.4 % 0.1 % Volatility 34 % 32 % 31 % Expected life 6 months 6 months 6 months Dividend yield 3.4 % 3.4 % 3.4 % |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Business Acquisition [Line Items] | |
Pro Forma Information | The following unaudited proforma financial information represents a summary of the consolidated results of operations for the Company and BioStorage for fiscal year 2016 as if the acquisition of BioStorage occurred on October 1, 2014 (in thousands): Year Ended September 30, 2016 2015 Revenue $ 571,369 $ 593,687 Net (loss) income (63,396) 7,000 Basic (loss) income per share $ (0.93) $ 0.10 Diluted (loss) income per share $ (0.93) $ 0.10 Weighted average shares outstanding used in computing net (loss) income per share: Basic 68,507 67,411 Diluted 68,507 68,549 |
PBMMI and Novare | |
Business Acquisition [Line Items] | |
Amounts of Assets and Liabilities at Fair Value as of Acquisition Date | The preliminary amounts recorded were as follows (in thousands): Fair Value of Assets and Liabilities Accounts receivable (approximates contractual value) $ 2,800 Prepaid expenses and other current assets 267 Property, plant and equipment 2,887 Intangible assets 8,600 Goodwill 21,451 Accounts payable (699) Accrued liabilities (526) Deferred revenue (385) Other liabilities (103) Total purchase price, net of cash acquired $ 34,292 |
Cool Lab, LLC | |
Business Acquisition [Line Items] | |
Amounts of Assets and Liabilities at Fair Value as of Acquisition Date | The preliminary amounts recorded were as follows (in thousands): Fair Value of Assets d Liabilities Inventory $ 1,283 Intangible assets 6,100 Goodwill 8,527 Accrued liabilities (30) Other liabilities (686) Total purchase price $ 15,194 |
BioStorage Technologies, Inc. | |
Business Acquisition [Line Items] | |
Amounts of Assets and Liabilities at Fair Value as of Acquisition Date | The Company recorded the following assets acquired and liabilities assumed related to BioStorage at their fair values as of the acquisition date, from a market participant’s perspective (in thousands): Fair Value of Assets and Liabilities Accounts receivable $ 16,942 Prepaid expenses and other current assets 321 Property, plant and equipment 14,345 Intangible assets 41,460 Goodwill 79,639 Other assets 53 Debt assumed (385) Accounts payable (1,708) Accrued liabilities (9,423) Deferred revenue (1,766) Long-term deferred tax liabilities (14,169) Other liabilities (61) Total purchase price, net of cash acquired $ 125,248 |
Contact Co., Ltd | |
Business Acquisition [Line Items] | |
Amounts of Assets and Liabilities at Fair Value as of Acquisition Date | The Company recorded the following assets acquired and liabilities assumed related to Contact at their fair values as of the acquisition date, from a market participant’s perspective (in thousands): Fair Value of Assets and Liabilities Accounts receivable $ 42 Inventories 2,020 Prepaid expenses and other current assets 484 Property, plant and equipment 79 Completed technology 2,290 Goodwill 4,195 Other assets 1,410 Accounts payable (1,089) Accrued liabilities (1,823) Long-term deferred tax liabilities (774) Total purchase price, net of cash acquired $ 6,834 |
FluidX | |
Business Acquisition [Line Items] | |
Amounts of Assets and Liabilities at Fair Value as of Acquisition Date | The Company recorded the following amounts for the assets acquired and liabilities assumed related to FluidX at their fair values as of the acquisition date (in thousands): Fair Values of Assets and Liabilities Accounts receivable $ 1,980 Inventory 2,857 Prepaid and other current assets 213 Property, plant and equipment 101 Completed technology 1,230 Trademarks and trade names 750 Customer relationships 4,810 Goodwill 8,247 Accounts payable (2,079) Deferred revenue (72) Accrued liabilities (992) Long-term deferred tax liabilities (1,540) Total purchase price, net of cash acquired $ 15,505 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Marketable Securities Including Accrued Interest Receivable | The following is a summary of the amortized cost and the fair value, including accrued interest receivable, as well as unrealized holding gains (losses) on the short-term and long-term marketable securities as of September 30, 2017 and 2016 (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value September 30, 2017 : Corporate securities $ 2,642 $ — $ — $ 2,642 Other debt securities 28 — — 28 $ 2,670 $ — $ — $ 2,670 September 30, 2016 : Corporate securities $ 2,394 $ — $ — $ 2,394 Other debt securities 39 — — 39 Municipal securities 3,704 1 (3) 3,702 $ 6,137 $ 1 $ (3) $ 6,135 |
Fair Value of Marketable Securities by Contractual Maturity | The fair values of the marketable securities by contractual maturities at September 30, 2017 are presented below (in thousands). Fair Value Due in one year or less $ 28 Due after ten years 2,642 Total marketable securities $ 2,670 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment were as follows as of September 30, 2017 and 2016 (in thousands): September 30, 2017 2016 Buildings and land $ 46,641 $ 45,772 Computer equipment and software 56,544 65,989 Machinery and equipment 61,173 54,896 Furniture and fixtures 4,376 5,704 Leasehold improvements 18,938 17,128 Capital projects in progress 3,013 5,428 190,685 194,917 Less accumulated depreciation and amortization (132,223) (140,032) Property, plant and equipment, net $ 58,462 $ 54,885 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Goodwill by Business Segment | The components of the Company’s goodwill by an operating segment at September 30, 2017 and 2016 are as follows (in thousands): Brooks Semiconductor Brooks Solutions Life Science Group Systems Other Total Gross goodwill, at September 30, 2015 $ 654,727 $ 55,625 $ 26,014 $ 736,366 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at September 30, 2015 65,783 55,625 — 121,408 Acquisitions and adjustments 1,054 79,676 — 80,730 Gross goodwill, at September 30, 2016 $ 655,781 $ 135,301 $ 26,014 $ 817,096 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at September 30, 2016 66,837 135,301 — 202,138 Acquisitions and adjustments (19) 31,519 — 31,500 Gross goodwill, at September 30, 2017 655,762 166,820 26,014 848,596 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at September 30, 2017 $ 66,818 $ 166,820 $ — $ 233,638 |
Components of Identifiable Intangible Assets | The components of the Company’s identifiable intangible assets as of September 30, 2017 and 2016 are as follows (in thousands): September 30, 2017 September 30, 2016 Accumulated Net Book Accumulated Net Book Cost Amortization Value Cost Amortization Value Patents $ 9,028 $ 7,729 $ 1,299 $ 7,808 $ 7,486 $ 322 Completed technology 61,662 54,777 6,885 60,485 51,018 9,467 Trademarks and trade names 9,244 4,969 4,275 9,142 4,204 4,938 Customer relationships 130,655 59,594 71,061 114,263 47,147 67,116 $ 210,589 $ 127,069 $ 83,520 $ 191,698 $ 109,855 $ 81,843 |
Schedule of Future Amortization Expense | Estimated future amortization expense for the intangible assets as of September 30, 2017 is as follows (in thousands): Fiscal year ended September 30, 2018 $ 18,026 2019 17,076 2020 15,244 2021 9,730 2022 7,418 Thereafter 16,026 $ 83,520 |
Equity Method and Other Inves37
Equity Method and Other Investments (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Summarized financial information for the unconsolidated subsidiaries accounted for based on the equity method for the fiscal years ended September 30, 2017, 2016 and 2015 is as follows (in thousands): September 30, 2017 2016 Balance Sheets: Current assets $ 74,645 $ 59,507 Non-current assets 16,829 15,461 Current liabilities 29,622 25,320 Non-current liabilities 7,860 19,933 Fiscal Year Ended September 30, 2017 2016 2015 Statements of Operations: Total revenue $ 104,667 $ 74,659 $ 48,047 Gross profit 41,241 27,355 16,327 Income (loss) from continuing operations 26,340 6,731 (1,074) Net income (loss) 19,451 2,374 (2,452) |
Supplementary Balance Sheet I38
Supplementary Balance Sheet Information (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Accounts Receivable | The following is a summary of accounts receivable at September 30, 2017 and 2016 (in thousands): September 30, September 30, 2017 2016 Accounts receivable $ 122,868 $ 108,713 Less allowance for doubtful accounts (1,959) (2,241) Less allowance for sales returns (81) (100) Accounts receivable, net $ 120,828 $ 106,372 |
Allowance for Doubtful Accounts Activity | The allowance for doubtful accounts activity for the fiscal years ended September 30, 2017, 2016 and 2015 is as follows (in thousands): Balance at Reversals of Write- Balance at Beginning of Bad Debt offs and End of Description Period Provisions Expense Adjustments Period 2017 Allowance for doubtful accounts $ 2,241 $ — $ (190) $ (92) $ 1,959 2016 Allowance for doubtful accounts 1,019 202 — 1,020 2,241 2015 Allowance for doubtful accounts 1,031 — — (12) 1,019 The allowance for sales returns activity for the fiscal years ended September 30, 2017, 2016 and 2015 is as follows (in thousands): Balance at Write- Balance at Beginning of offs and End of Description Period Provisions Adjustments Period 2017 Allowance for sales returns $ 101 $ (20) $ — $ 81 2016 Allowance for sales returns 115 (14) — 101 2015 Allowance for sales returns 133 (18) — 115 |
Summary of Inventories | The following is a summary of inventories at September 30, 2017 and 2016 (in thousands): September 30, September 30, 2017 2016 Inventories Raw materials and purchased parts $ 73,819 $ 60,979 Work-in-process 10,548 16,090 Finished goods 22,028 15,503 Total inventories $ 106,395 $ 92,572 The activity for excess and obsolete inventory reserves is as follows for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Balance at Inventory Balance at Beginning of Disposals and End of Description Period Provisions Adjustments Period 2017 Reserves for excess and obsolete inventory $ 24,794 $ 6,636 $ (7,888) $ 23,542 2016 Reserves for excess and obsolete inventory 23,768 7,293 (6,267) 24,794 2015 Reserves for excess and obsolete inventory 26,027 7,879 (10,138) 23,768 |
Valuation Allowance for Deferred Tax Assets Activity | The activity for valuation allowance for deferred tax assets is as follows for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Balance at Balance at Beginning of Charged to Charged to End of Description Period Provisions Other Accounts Period 2017 Valuation allowance for deferred tax assets $ 104,802 $ (10,881) $ (1,624) $ 92,297 2016 Valuation allowance for deferred tax assets 18,797 77,531 8,474 104,802 2015 Valuation allowance for deferred tax assets 18,354 (36) 479 18,797 |
Product Warranty and Retrofit Activity on Gross Basis | The following is a summary of product warranty and retrofit activity on a gross basis, excluding amounts related to discontinued operations, for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Amount Balance at September 30, 2014 $ 6,499 Adjustments for acquisitions and divestitures 81 Accruals for warranties during the year 9,917 Costs incurred during the year (10,408) Balance at September 30, 2015 6,089 Accruals for warranties during the year 9,975 Costs incurred during the year (9,740) Balance at September 30, 2016 6,324 Accruals for warranties during the year 10,413 Costs incurred during the year (8,683) Balance at September 30, 2017 $ 8,054 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Provision (Benefit) | The components of the income tax provision (benefit) from continuing operations for the fiscal years ended September 30, 2017, 2016 and 2015 are as follows (in thousands): Year Ended September 30, 2017 2016 2015 Current income tax provision (benefit): Federal $ — $ (145) $ 10 State 473 (186) 56 Foreign 11,150 5,868 5,537 Total current income tax provision 11,623 5,537 5,603 Deferred income tax provision (benefit): Federal 538 68,300 (1,773) State 31 4,000 (104) Foreign (52) (2,027) (296) Total deferred income tax provision (benefit) 517 70,273 (2,173) Income tax provision $ 12,140 $ 75,810 $ 3,430 |
Components of Income Before Income Taxes and Equity in Earnings of Joint Ventures | The components of income (loss) from continuing operations before income taxes and equity in earnings (losses) of equity method investments for the fiscal years ended September 30, 2017, 2016 and 2015 are as follows (in thousands): Year Ended September 30, 2017 2016 2015 Domestic $ 26,428 $ (8,186) $ (1,321) Foreign 38,943 12,140 19,136 $ 65,371 $ 3,954 $ 17,815 |
Differences between Income Tax Provision (benefit) and Income Taxes Computed using Applicable U.S. Statutory Federal Tax Rate | The differences between the income tax provision (benefit) on income (loss) from continuing operations including income from equity in earnings (losses) of equity method investments and income taxes computed using the applicable U.S. statutory federal tax rate of 35 percent for the fiscal years ended September 30, 2017, 2016 and 2015 are as follows (in thousands): Year Ended September 30, 2017 2016 2015 Income tax provision computed at federal statutory rate $ 26,163 $ 2,217 $ 6,177 State income taxes, net of federal benefit 960 113 243 Foreign income taxed at different rates (2,001) (755) (938) Impact of equity investments (2,499) (1,666) (1,069) Change in deferred tax asset valuation allowance (10,881) 77,531 (36) Net increase (reduction) in uncertain tax positions 731 (1,543) (1,207) Nondeductible compensation 622 782 1,325 Tax credits (1,412) (1,786) (1,741) Travel and entertainment 266 274 314 Merger costs — 503 228 Other 191 140 134 Income tax provision $ 12,140 $ 75,810 $ 3,430 |
Significant Components of Net Deferred Tax Assets and Liabilities | The significant components of the net deferred tax assets and liabilities as of September 30, 2017 and 2016 are as follows (in thousands): September 30, 2017 2016 Accruals and reserves not currently deductible $ 18,747 $ 16,382 Federal, state and foreign tax credits 25,413 24,183 Other assets 42 269 Equity compensation 7,615 4,447 Net operating loss carryforwards 49,777 73,097 Inventory reserves and valuation 9,847 11,342 Deferred tax assets 111,441 129,720 Depreciation and intangible amortization (21,200) (25,850) Deferred tax liabilities (21,200) (25,850) Valuation allowance (92,297) (104,802) Net deferred tax liability $ (2,056) $ (932) |
Reconciliation of Beginning and Ending Amount of Consolidated Liability for Unrecognized Income Tax Benefits | A reconciliation of the beginning and ending amount of the consolidated liability for unrecognized income tax benefits during the fiscal years ended September 30, 2017, 2016 and 2015 is as follows (in thousands): Total Balance at October 1, 2014 $ 4,262 Reductions from settlements with taxing authorities (1,304) Reductions from lapses in statutes of limitations (734) Foreign exchange rate adjustment (33) Balance at September 30, 2015 2,191 Additions for tax positions in current year 4,165 Net reductions from lapses in statutes of limitations (897) Foreign exchange rate adjustment (32) Balance at September 30, 2016 5,427 Additions for tax positions in current year 1,869 Reduction for tax positions in prior year (3,485) Reductions from lapses in statutes of limitations (431) Foreign exchange rate adjustment (2) Balance at September 30, 2017 $ 3,378 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Net Gains and Losses Realized on Derivative Instruments | Net gains and losses related to these contracts are recorded as a component of "Other (expense) income, net" in the accompanying Consolidated Statements of Operations and are as follows for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Fiscal Year Ended September 30, 2017 2016 2015 Realized (losses) gains on derivatives not designated as hedging instruments $ (545) $ 1,434 $ 628 |
Notional Amounts Outstanding under Foreign Currency Contracts | The Company had the following notional amounts outstanding under foreign currency contracts that do not qualify for hedge accounting at September 30, 2017 and 2016 (in thousands): September 30, 2017: Notional Amount Notional Amount Fair Value of Fair Value of Buy Currency of Buy Currency Sell Currency Maturity of Sell Currency Assets Liabilities Japanese Yen 391,500 U.S. Dollar October 2017 3,473 $ 1 $ — U.S. Dollar 1,074 British Pound October 2017 800 1 — Korean Won 3,230,100 U.S. Dollar October 2017 2,833 — (8) U.S. Dollar 6,294 Chinese Yuan October 2017 41,800 — (2) Euro 13,700 U.S. Dollar October 2017 16,167 — (62) British Pound 188 Norwegian Krone October 2017 2,000 — — Singapore Dollar 700 U.S. Dollar October 2017 515 — — U.S. Dollar 226 Israeli Shekel October 2017 800 — — U.S. Dollar 3,600 Swiss Franc October 2017 3,500 2 — Euro 19,200 British Pound October 2017 16,888 — (74) $ 4 $ (146) September 30, 2016: Notional Amount Notional Amount Fair Value of Fair Value of Buy Currency of Buy Currency Sell Currency Maturity of Sell Currency Assets Liabilities British Pound 190 Swedish Krona October 2016 2,100 $ 1 $ — Japanese Yen 124,000 U.S. Dollar October 2016 1,229 — — U.S. Dollar 6,107 British Pound October 2016 4,710 2 — Euro 13,300 U.S. Dollar October 2016 14,976 — (40) U.S. Dollar 5,815 Chinese Yuan October 2016 39,000 — (33) Korean Won 2,488,000 U.S. Dollar October 2016 2,255 1 — Euro 7,482 British Pound October 2016 6,500 — (23) U.S. Dollar 311 Israeli Shekel October 2016 1,169 1 — Singapore Dollar 360 U.S. Dollar October 2016 265 — — U.S. Dollar 210 Taiwanese Dollar October 2016 6,600 — — British Pound 171 Norwegian Krone October 2016 1,800 — — $ 5 $ (96) |
Postretirement Benefits (Tables
Postretirement Benefits (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Funded Status and Amounts Recognized in Consolidated Balance Sheet | The following tables set forth the funded status and amounts recognized in the Company’s Consolidated Balance Sheets as of September 30, 2017 and 2016 (in thousands): September 30, 2017 2016 Benefit obligation at beginning of fiscal year $ 6,847 $ 7,661 Service cost 270 548 Interest cost 27 71 Actuarial loss (617) 106 Benefits paid — (712) Employee contributions — 156 Settlements paid (2,526) — Curtailment gain — (1,064) Foreign currency translation (29) 81 Benefit obligation at end of fiscal year $ 3,972 $ 6,847 Fair value of assets at beginning of fiscal year $ 4,734 $ 4,838 Actual return on plan assets 57 30 Disbursements (51) (837) Employer contributions 153 296 Employee contributions 101 352 Settlements paid (2,526) — Foreign currency translation (32) 55 Fair value of assets at end of fiscal year $ 2,436 $ 4,734 Accrued benefit obligation $ 1,536 $ 2,113 |
Pension Amounts Recorded Within Account Line Items of Consolidated Balance Sheets | The following table provides pension-related amounts and their classification within the accompanying Consolidated Balance Sheets as of September 30, 2017 and 2016 (in thousands): September 30, 2017 2016 Accrued compensation and benefits $ 112 $ 155 Long-term pension liability 1,424 1,958 $ 1,536 $ 2,113 |
Components of Net Pension Cost | The components of the Company’s net pension cost for the fiscal years ended September 30, 2017, 2016 and 2015 are as follows (in thousands): Year Ended September 30, 2017 2016 2015 Service cost $ 270 $ 548 $ 482 Interest cost 27 71 124 Amortization of losses 11 (159) (210) Expected return on plan assets (134) 2 2 Net periodic pension cost $ 174 $ 462 $ 398 Curtailment gain — (227) — Settlement (gain) loss (259) — 232 Total pension cost (gain) $ (85) $ 235 $ 630 |
Other changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss | The following changes in Plans’ assets and benefit obligations were recognized in other comprehensive income (loss) as of September 30, 2017 and 2016 (in thousands): September 30, 2017 2016 Net (gain) loss $ (588) $ 165 Amortization of net loss (11) (2) Curtailment gain — (852) Settlement gain 259 — Total recognized in other comprehensive income (loss) (340) (689) Total recognized in net periodic pension cost and other comprehensive income (loss) $ 514 $ (227) |
Weighted-Average Assumptions Used to Determine Net Cost or Pension Obligation | Year Ended September 30, 2017 2016 2015 Discount rate % % % Expected return on plan assets % % % Expected rate of compensation increases % % % |
Asset Allocation of Plan Assets | The allocation of the Plans’ assets at September 30, 2017 is as follows: September 30, 2017 Cash and cash equivalents 6 % Debt securities 62 Equity securities 13 Other 19 100 % |
Fair Value of Pension Assets by Asset Category and by Level | The fair values of pension assets by asset category and by level at September 30, 2017 are as follows (in thousands): As of September 30, 2017 Level 1 Level 2 Level 3 Total Swiss Life collective foundation $ — $ 1,886 $ — $ 1,886 Taiwan collective trust — 550 — 550 Total $ — $ 2,436 $ — $ 2,436 The fair values of pension assets by asset category and by level at September 30, 2016 are as follows (in thousands): As of September 30, 2016 Level 1 Level 2 Level 3 Total Swiss Life collective foundation $ — $ 4,208 $ — $ 4,208 Taiwan collective trust — 526 — 526 Total $ — $ 4,734 $ — $ 4,734 |
Expected Benefit Payments over the Next Ten Years | Benefit payments expected to be paid over the next five fiscal years and thereafter are as follows (in thousands): 2018 $ 2019 2020 2021 2022 Thereafter (through 2026) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The following is a summary of the components of accumulated other comprehensive income, net of tax, at September 30, 2017, 2016 and 2015 (in thousands): Unrealized Gains (Losses) Currency on Available- Pension Translation for-Sale Liability Adjustments Securities Adjustments Total Balance at September 30, 2014 $ 16,102 $ (38) $ (377) $ 15,687 Other comprehensive (loss) income before reclassifications (9,426) 144 (605) (9,887) Amounts reclassified from accumulated other comprehensive income (131) (3) 232 98 Balance at September 30, 2015 6,545 103 (750) 5,898 Other comprehensive income (loss) before reclassifications 8,844 (231) (322) 8,291 Amounts reclassified from accumulated other comprehensive income — 125 852 977 Balance at September 30, 2016 15,389 (3) (220) 15,166 Other comprehensive (loss) income before reclassifications (221) (10) 514 283 Amounts reclassified from accumulated other comprehensive income — 12 (248) (236) Balance at September 30, 2017 $ 15,168 $ (1) $ 46 $ 15,213 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the fiscal year ended September 30, 2017: Weighted Average Grant-Date Shares Fair Value Outstanding at September 30, 2016 2,489,076 $ 10.79 Granted 1,018,570 14.43 Vested (918,738) 10.51 Forfeited (114,897) 11.80 Outstanding at September 30, 2017 2,474,011 $ 12.34 |
Restricted Stock Units and Stock Awards Granted | The following table reflects restricted stock units and stock awards granted during fiscal years ended September 30, 2017, 2016 and 2015: Time-Based Performance- Total Units Units Stock Grants Based Units Year ended September 30, 2017 1,018,570 386,713 43,519 Year ended September 30, 2016 1,690,582 744,250 86,082 Year ended September 30, 2015 1,513,281 597,250 69,281 |
Restructuring and Other Charg44
Restructuring and Other Charges (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Activity Related to Restructuring Accruals | The following is a summary of activity related to the Company’s restructuring and other charges, excluding amounts related to the discontinued operations, for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Activity -Year Ended September 30, 2017 Balance Balance September 30, September 30, 2016 Expenses Payments 2017 Total restructuring liabilities related to workforce termination benefits $ 5,939 $ 3,226 $ (7,457) $ 1,708 Activity -Year Ended September 30, 2016 Balance Balance September 30, September 30, 2015 Expenses Payments 2016 Facility and other contract termination costs $ 433 $ 25 $ (458) $ — Workforce-related termination benefits 1,640 12,014 (7,715) 5,939 Total restructuring liabilities $ 2,073 $ 12,039 $ (8,173) $ 5,939 Activity - Year Ended September 30, 2015 Balance Balance September 30, September 30, 2014 Expenses Payments 2015 Facility and other contract termination costs $ 71 $ 1,204 $ (842) $ 433 Workforce-related termination benefits 3,404 3,213 (4,977) 1,640 Total restructuring liabilities related to workforce termination benefits $ 3,475 $ 4,417 $ (5,819) $ 2,073 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted Average Common Shares Outstanding for Purposes of Calculating Basic and Diluted Earnings Per Share | The calculations of basic and diluted net income (loss) per share and basic and diluted weighted average shares outstanding are as follows for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands, except per share data): Year Ended September 30, 2017 2016 2015 Net income (loss) $ 62,612 $ (69,476) $ 14,221 Weighted average common shares outstanding used in computing basic earnings (losses) per share 69,575 68,507 67,411 Dilutive common stock options and restricted stock units 910 — 1,138 Weighted average common shares outstanding used in computing diluted earnings (losses) per share 70,485 68,507 68,549 Basic net income (loss) per share $ 0.90 $ (1.01) $ Diluted net income (loss) per share 0.89 (1.01) |
Segment and Geographic Inform46
Segment and Geographic Information (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Financial Information for Business Segments | The following is the summary of the financial information for the Company’s operating and reportable segments for the fiscal years ended September 30, 2017, 2016 and 2015 (in thousands): Brooks Brooks Semiconductor Life Science Solutions Group Systems Total Fiscal Year Ended September 30, 2017 Revenue Products $ 466,871 $ 66,753 $ 533,624 Services 77,305 81,956 159,261 Segment revenue $ 544,176 $ 148,709 $ 692,885 Gross profit $ 212,652 $ 54,752 $ 267,404 Segment operating income 86,716 4,695 91,411 Depreciation expense 5,052 4,694 9,746 Assets 325,408 306,666 632,074 Fiscal Year Ended September 30, 2016 Revenue Products $ 375,237 $ 46,546 $ 421,783 Services 76,973 61,567 138,540 Segment revenue $ 452,210 $ 108,113 $ 560,323 Gross profit $ 159,018 $ 39,063 $ 198,081 Segment operating income (loss) 37,926 (6,451) 31,476 Depreciation expense 4,788 3,496 8,284 Assets 317,717 247,735 565,452 Fiscal Year Ended September 30, 2015 Revenue Products $ 406,579 $ 50,832 $ 457,411 Services 78,058 17,239 95,297 Segment revenue $ 484,637 $ 68,071 $ 552,708 Gross profit $ 171,379 $ 17,726 $ 189,105 Segment operating income (loss) 49,695 (19,580) 30,115 Depreciation expense 4,312 1,295 5,607 Assets 317,069 110,910 427,979 |
Reconciliation of Reportable Segment Operating Income (Loss) to Corresponding Consolidated Amounts | As of and for the Year Ended September 30, 2017 2016 2015 Segment operating income $ 91,411 $ 31,476 $ 30,115 Amortization of acquired intangible assets 13,929 10,799 7,656 Restructuring charges 3,226 12,039 4,713 Other unallocated corporate expenses 10,143 4,400 856 Total operating income $ 64,113 $ 4,238 $ 16,890 |
Reconciliation of Reportable Segment Assets to Corresponding Consolidated Amounts | September 30, September 30, 2017 2016 Segment assets $ 632,074 $ 565,452 Cash, cash equivalents and marketable securities 104,292 91,221 Deferred tax assets 1,692 1,982 Equity method investments 28,570 27,250 Total assets $ 766,628 $ 685,905 |
Net Revenues by Geographic Area | Net revenue by geographic area for the fiscal years ended September 30, 2017, 2016 and 2015 are as follows (in thousands): Year Ended September 30, 2017 2016 2015 North America $ 242,331 $ 209,727 $ 199,103 Asia / Pacific/ Other 327,864 247,241 231,840 Europe: United Kingdom $ 42,138 $ 36,611 $ 32,160 Rest of Europe $ 80,552 $ 66,744 $ 89,605 $ 692,885 $ 560,323 $ 552,708 |
Long-Lived Assets, Consisting of Property, Plant and Equipment by Geographic Area | Property, plant and equipment by geographic area as of September 30, 2017 and 2016 are as follows (in thousands): September 30, 2017 2016 North America $ 52,235 $ 49,505 Asia / Pacific / Other 676 952 Europe 5,551 4,428 $ 58,462 $ 54,885 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on 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, 2017 and 2016 (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable September 30, Identical Assets Observable Inputs Inputs Description 2017 (Level 1) (Level 2) (Level 3) Assets: Cash equivalents $ 45 $ 42 $ 3 $ — Available-for-sale securities 2,670 — 2,670 — Foreign exchange contracts 4 — 4 — Total Assets $ 2,719 $ 42 $ 2,677 $ — Liabilities: Foreign exchange contracts 146 — 146 — Total Liabilities $ 146 $ — $ 146 $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable September 30, Identical Assets Observable Inputs Inputs Description 2016 (Level 1) (Level 2) (Level 3) Assets: Cash equivalents $ 143 $ 98 $ 45 $ — Available-for-sale securities 6,135 — 6,135 — Foreign exchange contracts 5 — 5 — Convertible debt securities 5,774 — — 5,774 Stock warrant 45 — — 45 Total Assets $ 12,102 $ 98 $ 6,185 $ 5,819 Liabilities: Contingent consideration $ 500 $ — $ — $ 500 Foreign exchange contracts 96 — 96 — Total Liabilities $ 596 $ — $ 96 $ 500 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the reconciliation of the assets and liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Convertible Stock Contingent Debt Securities Warrant Consideration Total Balance at September 30, 2016 $ 5,774 $ 45 $ 500 $ 6,319 Change in fair value (194) (37) — (231) Settlements (5,580) (8) (500) (6,088) Balance at September 30, 2017 $ — $ — $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease commitments on non-cancelable operating leases and scheduled sublease payments as of September 30, 2017 are as follows (in thousands) Scheduled Gross Sublease Net Year Ended September 30, Payments Payments Payments 2018 $ 3,739 $ 54 $ 3,685 2019 3,182 9 3,173 2020 1,791 — 1,791 2021 1,535 — 1,535 2022 1,549 — 1,549 Thereafter 9,066 — 9,066 $ 20,862 $ 63 $ 20,799 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Foreign Currency Transaction Gain (Loss), before Tax [Abstract] | |||
Foreign currency transaction and remeasurement (losses) gains | $ (2.3) | $ (1.9) | $ 0.5 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Sales Revenue, Net - Credit Concentration Risk | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Top Ten Largest Customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (as a percent) | 39.00% | 34.00% | 38.00% |
Fiscal Year 2015, Major Customer, Consolidated Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (as a percent) | 12.00% |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Cash Equivalents, at Carrying Value [Abstract] | ||
Cash equivalents | $ 0.1 | |
Maximum | ||
Cash Equivalents, at Carrying Value [Abstract] | ||
Cash equivalents | $ 0.1 |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Sep. 30, 2017 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property plant and equipment | 10 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property plant and equipment | 40 years |
Computer equipment and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property plant and equipment | 3 years |
Computer equipment and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property plant and equipment | 7 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property plant and equipment | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property plant and equipment | 10 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property plant and equipment | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property plant and equipment | 10 years |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - Capitalized Direct Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment, Gross [Abstract] | ||
Capitalized computer software, gross | $ 4.7 | $ 3.7 |
Capitalized computer software costs | $ 1.1 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Finite-lived Intangible Assets (Details) | 12 Months Ended |
Sep. 30, 2017 | |
Minimum | Patents | |
Finite-Lived Intangible Assets [Line Items] | |
Amortizable lives | 7 years |
Minimum | Completed Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Amortizable lives | 3 years |
Minimum | Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Amortizable lives | 3 years |
Maximum | Patents | |
Finite-Lived Intangible Assets [Line Items] | |
Amortizable lives | 15 years |
Maximum | Completed Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Amortizable lives | 10 years |
Maximum | Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Amortizable lives | 11 years |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Deferred Financing Costs (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Other Assets | ||
Line of Credit Facility [Line Items] | ||
Deferred finance costs, net | $ 0.5 | $ 0.7 |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 17,278 | $ 11,737 | $ 12,159 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 16,662 | 11,220 | 11,696 |
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 616 | $ 517 | $ 463 |
Summary of Significant Accoun57
Summary of Significant Accounting Policies - Valuation Assumptions for an Employee Stock Purchase Plan (Details) - Employee Stock | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Risk-free interest rate (as a percent) | 0.90% | 0.40% | 0.10% |
Volatility (as a percent) | 34.00% | 32.00% | 31.00% |
Expected life | 6 months | 6 months | 6 months |
Dividend yield (as a percent) | 3.40% | 3.40% | 3.40% |
Acquisitions - Ownership Inform
Acquisitions - Ownership Information (Details) - USD ($) $ in Millions | Nov. 28, 2016 | Nov. 30, 2015 |
Cool Lab, LLC | ||
Business Acquisition [Line Items] | ||
Percentage of voting interests acquired (as a percent) | 100.00% | |
Equity interest in acquiree, percentage (as a percent) | 20.00% | |
BioStorage Technologies, Inc. | ||
Business Acquisition [Line Items] | ||
Percentage of voting interests acquired (as a percent) | 100.00% | |
BioCision, LLC | Cool Lab, LLC | ||
Business Acquisition [Line Items] | ||
Net carrying value of assets transferred | $ 0.9 |
Acquisitions - Purchase Conside
Acquisitions - Purchase Consideration (Details) - USD ($) $ in Thousands | Aug. 22, 2017 | Jul. 05, 2017 | Nov. 28, 2016 | Nov. 30, 2015 | Aug. 14, 2015 | Oct. 01, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Business Acquisition [Line Items] | |||||||||
Net cash outflow | $ 44,791 | $ 125,248 | $ 14,450 | ||||||
Non-cash consideration transferred | 10,348 | ||||||||
PBMMI and Novare | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price | $ 34,300 | ||||||||
Debt repayments | $ 600 | ||||||||
Cool Lab, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price | $ 15,200 | ||||||||
Payments to acquire businesses | 4,800 | ||||||||
Liabilities incurred | 100 | ||||||||
Non-cash consideration transferred | 10,300 | ||||||||
Equity method investments, fair value disclosure | 3,100 | ||||||||
Convertible debt securities and warrants | 5,600 | ||||||||
Term notes, fair value disclosure | 1,600 | ||||||||
Aggregate carrying value | $ 8,600 | ||||||||
Gain of fair value measurement included in earnings | $ 1,600 | ||||||||
RURO, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price | $ 5,500 | ||||||||
Payments to acquire businesses | 5,200 | ||||||||
Liabilities incurred | $ 400 | ||||||||
BioStorage Technologies, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price | $ 125,200 | ||||||||
Payments to acquire businesses | 130,700 | ||||||||
Seller's cash | 2,800 | ||||||||
Net cash outflow | 128,000 | ||||||||
Retention arrangements | 2,500 | ||||||||
Debt repayments | 3,200 | ||||||||
Transaction costs | $ 2,900 | ||||||||
Contact Co., Ltd | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price | $ 6,800 | ||||||||
Payments to acquire businesses | 1,900 | ||||||||
Seller's debt | 8,800 | ||||||||
Seller's cash | 4,800 | ||||||||
Contingent consideration | $ 800 | ||||||||
FluidX | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price | $ 15,500 |
Acquisitions - Amounts of Asset
Acquisitions - Amounts of Assets and Liabilities at Fair Value as of Acquisition Date (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Aug. 22, 2017 | Jul. 05, 2017 | Nov. 28, 2016 | Sep. 30, 2016 | Nov. 30, 2015 | Sep. 30, 2015 | Aug. 14, 2015 | Oct. 01, 2014 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Goodwill | $ 233,638 | $ 202,138 | $ 121,408 | ||||||
PBMMI and Novare | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Accounts receivable | $ 2,800 | ||||||||
Prepaid expenses and other current assets | 267 | ||||||||
Property, plant and equipment | 2,887 | ||||||||
Intangible assets | 8,600 | ||||||||
Goodwill | 21,451 | ||||||||
Goodwill deductible for tax purposes | 21,451 | ||||||||
Accounts payable | (699) | ||||||||
Accrued liabilities | (526) | ||||||||
Deferred revenue | (385) | ||||||||
Other liabilities | (103) | ||||||||
Total purchase price | $ 34,292 | ||||||||
Cool Lab, LLC | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Inventory | $ 1,283 | ||||||||
Intangible assets | 6,100 | ||||||||
Goodwill | 8,527 | ||||||||
Goodwill deductible for tax purposes | 8,527 | ||||||||
Accrued liabilities | (30) | ||||||||
Other liabilities | (686) | ||||||||
Total purchase price | $ 15,194 | ||||||||
RURO, Inc. | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Accounts receivable | $ 100 | ||||||||
Intangible assets | 4,000 | ||||||||
Goodwill | 1,600 | ||||||||
Deferred revenue | (200) | ||||||||
Total purchase price | $ 5,500 | ||||||||
BioStorage Technologies, Inc. | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Accounts receivable | $ 16,942 | ||||||||
Prepaid expenses and other current assets | 321 | ||||||||
Property, plant and equipment | 14,345 | ||||||||
Intangible assets | 41,460 | ||||||||
Goodwill | 79,639 | ||||||||
Other assets | 53 | ||||||||
Debt assumed | (385) | ||||||||
Accounts payable | (1,708) | ||||||||
Accrued liabilities | (9,423) | ||||||||
Deferred revenue | (1,766) | ||||||||
Long-term deferred tax liabilities | (14,169) | ||||||||
Other liabilities | (61) | ||||||||
Total purchase price | $ 125,248 | ||||||||
Contact Co., Ltd | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Accounts receivable | $ 42 | ||||||||
Inventory | 2,020 | ||||||||
Prepaid expenses and other current assets | 484 | ||||||||
Property, plant and equipment | 79 | ||||||||
Goodwill | 4,195 | ||||||||
Other assets | 1,410 | ||||||||
Accounts payable | (1,089) | ||||||||
Accrued liabilities | (1,823) | ||||||||
Long-term deferred tax liabilities | (774) | ||||||||
Total purchase price | 6,834 | ||||||||
FluidX | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Accounts receivable | $ 1,980 | ||||||||
Inventory | 2,857 | ||||||||
Prepaid expenses and other current assets | 213 | ||||||||
Property, plant and equipment | 101 | ||||||||
Goodwill | 8,247 | ||||||||
Accounts payable | (2,079) | ||||||||
Accrued liabilities | (992) | ||||||||
Deferred revenue | (72) | ||||||||
Long-term deferred tax liabilities | (1,540) | ||||||||
Total purchase price | 15,505 | ||||||||
Completed Technology | Contact Co., Ltd | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Intangible assets | $ 2,290 | ||||||||
Completed Technology | FluidX | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Intangible assets | 1,230 | ||||||||
Trademarks and Trade Names | FluidX | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Intangible assets | 750 | ||||||||
Customer Relationships | FluidX | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Intangible assets | $ 4,810 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets Acquired (Details) - USD ($) $ in Millions | Aug. 22, 2017 | Jul. 05, 2017 | Nov. 28, 2016 | Nov. 30, 2015 | Aug. 14, 2015 | Oct. 01, 2014 |
PBMMI and Novare | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average useful life of intangible assets (in years) | 11 years | |||||
PBMMI and Novare | Customer Relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 8.5 | |||||
PBMMI and Novare | Trademarks | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 0.1 | |||||
Cool Lab, LLC | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average useful life of intangible assets (in years) | 5 years 4 months 24 days | |||||
Cool Lab, LLC | Customer Relationships, Certain Customer | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 3.6 | |||||
Weighted average useful life of intangible assets (in years) | 3 years | |||||
Cool Lab, LLC | Other Customer Relationship | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 1.3 | |||||
Weighted average useful life of intangible assets (in years) | 10 years | |||||
Cool Lab, LLC | Completed Technology | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 1.2 | |||||
Weighted average useful life of intangible assets (in years) | 8 years | |||||
RURO, Inc. | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 4 | |||||
RURO, Inc. | Customer Relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | 3.1 | |||||
RURO, Inc. | Completed Technology | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 0.9 | |||||
BioStorage Technologies, Inc. | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average useful life of intangible assets (in years) | 10 years 7 months 6 days | |||||
BioStorage Technologies, Inc. | Customer Relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 36.6 | |||||
Weighted average useful life of intangible assets (in years) | 11 years | |||||
BioStorage Technologies, Inc. | Trademarks | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 4.9 | |||||
Weighted average useful life of intangible assets (in years) | 8 years | |||||
Contact Co., Ltd | Completed Technology | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average useful life of intangible assets (in years) | 5 years | |||||
FluidX | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average useful life of intangible assets (in years) | 5 years |
Acquisitions - Escrow (Details)
Acquisitions - Escrow (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Sep. 30, 2016 | Sep. 30, 2017 | Aug. 22, 2017 | Jul. 05, 2017 | Nov. 30, 2015 | Sep. 30, 2015 | Aug. 14, 2015 | |
PBMMI and Novare | |||||||
Business Acquisition [Line Items] | |||||||
Escrow deposit | $ 3.3 | ||||||
Escrow deposit for indemnification obligation | $ 2.9 | 2.9 | |||||
Escrow deposit for payable to former owner | 0.4 | $ 0.4 | |||||
RURO, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Escrow deposit | $ 0.5 | ||||||
BioStorage Technologies, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Escrow deposit | 0 | $ 5.4 | |||||
Escrow deposit related to the purchase price | 2.9 | ||||||
Escrow deposit for acquiree's employees retention obligations | $ 2.5 | ||||||
Contact Co., Ltd | |||||||
Business Acquisition [Line Items] | |||||||
Escrow deposit | $ 0.7 | $ 0.7 | $ 1.5 | ||||
Reduction in escrow balance | $ 0.8 | ||||||
FluidX | |||||||
Business Acquisition [Line Items] | |||||||
Escrow reserve | $ 1.5 |
Acquisitions - General Informat
Acquisitions - General Information (Details) - USD ($) $ in Millions | Sep. 13, 2016 | Feb. 03, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Nov. 28, 2016 | Nov. 30, 2015 |
Business Acquisition [Line Items] | |||||||
Amortization of acquired intangible assets | $ 17.1 | $ 15 | $ 12.9 | ||||
PBMMI and Novare | |||||||
Business Acquisition [Line Items] | |||||||
Actual revenues | 3.4 | ||||||
Actual net income (loss) | 0.8 | ||||||
Amortization of acquired intangible assets | 0.3 | ||||||
Cool Lab, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Liabilities arising from contingencies, amount recognized | 0.7 | $ 0.7 | |||||
Actual revenues | 3.7 | ||||||
Actual net income (loss) | (0.3) | ||||||
Inventory step up | 0.4 | ||||||
Amortization of acquired intangible assets | 1.2 | ||||||
BioStorage Technologies, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from settlement of business acquisition working capital adjustments | $ 0.2 | ||||||
Change in purchase price | (0.2) | ||||||
Decrease in goodwill | $ 0.2 | ||||||
Actual revenues | 62.8 | 44.6 | |||||
Actual net income (loss) | 9.3 | 2.4 | |||||
Amortization of acquired intangible assets | 4.6 | 2.9 | |||||
Escrow deposit for acquiree's employees retention obligations | $ 2.5 | ||||||
Compensation expense | 0.1 | 2.4 | |||||
Contact Co., Ltd | |||||||
Business Acquisition [Line Items] | |||||||
Actual revenues | 7 | 4.5 | |||||
Actual net income (loss) | 2 | (1.1) | |||||
Inventory step up | 0.1 | 0.6 | |||||
Amortization of acquired intangible assets | 0.4 | 0.7 | |||||
FluidX | |||||||
Business Acquisition [Line Items] | |||||||
Change in purchase price | $ 0.1 | ||||||
Actual revenues | 17.7 | 15.6 | 15 | ||||
Actual net income (loss) | (0.4) | (0.2) | (0.6) | ||||
Inventory step up | 1 | ||||||
Amortization of acquired intangible assets | 1.1 | 1.2 | 1.4 | ||||
Selling, General and Administrative Expenses | PBMMI and Novare | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related costs | 0.3 | ||||||
Selling, General and Administrative Expenses | Cool Lab, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related costs | 0.4 | ||||||
Selling, General and Administrative Expenses | BioStorage Technologies, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related costs | 0.3 | 3.2 | |||||
Selling, General and Administrative Expenses | Contact Co., Ltd | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related costs | 0 | 0.1 | 0.2 | ||||
Selling, General and Administrative Expenses | FluidX | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related costs | $ 0.5 | ||||||
Prepaid Expenses and Other Current Assets | BioStorage Technologies, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Escrow deposit for acquiree's employees retention obligations | $ 0 | $ 0.1 | $ 2.5 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information - Tabular Disclosure (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Business Combinations [Abstract] | ||
Revenue | $ 571,369 | $ 593,687 |
Net (loss) income | $ (63,396) | $ 7,000 |
Basic (loss) income per share (in dollars per share) | $ (0.93) | $ 0.10 |
Diluted (loss) income per share (in dollars per share) | $ (0.93) | $ 0.10 |
Basic (in shares) | 68,507,000 | 67,411,000 |
Diluted (in shares) | 68,507,000 | 68,549,000 |
Acquisitions - Pro Forma Info65
Acquisitions - Pro Forma Information - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | |||
Income tax provision | $ 12,140 | $ 75,810 | $ 3,430 |
Restructuring charges | $ 3,226 | 12,039 | 4,713 |
Pro Forma | BioStorage Technologies, Inc. | |||
Business Acquisition [Line Items] | |||
Aggregate amortization and depreciation expense | 600 | 4,300 | |
Income tax provision | $ 500 | 800 | |
Acquisition related costs | 3,300 | ||
Restructuring charges | $ 1,900 |
Acquisitions - Contingent Consi
Acquisitions - Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 14, 2015 | |
Liabilities: | ||||
Change in fair value | $ 0 | |||
Fair Value, Measurements, Recurring | ||||
Liabilities: | ||||
Contingent consideration | $ 500 | |||
Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||||
Liabilities: | ||||
Contingent consideration | 500 | |||
Contact Co., Ltd | ||||
Liabilities: | ||||
Change in fair value | 300 | |||
Payment of contingent consideration | $ 500 | |||
Contact Co., Ltd | Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||||
Liabilities: | ||||
Contingent consideration | $ 500 | $ 800 |
Marketable Securities - General
Marketable Securities - General Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable securities sold during period, fair value | $ 3.6 | $ 127.6 |
Marketable securities sold during period, amortized cost basis | 3.6 | 127.7 |
Net realized losses | 0.1 | |
Proceeds from sale of marketable securities | 3.5 | 127 |
Reclassification unrealized net holding losses | $ 0.1 | |
Maximum | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Net realized losses | 0.1 | |
Reclassification unrealized net holding losses | $ 0.1 |
Marketable Securities - Summary
Marketable Securities - Summary of Amortized Cost and Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 2,670 | $ 6,137 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (3) | |
Fair Value | 2,670 | 6,135 |
Corporate securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,642 | 2,394 |
Fair Value | 2,642 | 2,394 |
Other debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 28 | 39 |
Fair Value | $ 28 | 39 |
Municipal securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 3,704 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (3) | |
Fair Value | $ 3,702 |
Marketable Securities - Fair Va
Marketable Securities - Fair Value of Marketable Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Investments, Debt and Equity Securities [Abstract] | ||
Due in one year or less | $ 28 | |
Due after ten years | 2,642 | |
Fair Value | $ 2,670 | $ 6,135 |
Marketable Securities - Unreali
Marketable Securities - Unrealized Loss Position (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2017 | |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value [Abstract] | ||
Fair value of marketable securities in unrealized loss position | $ 2.5 | $ 0 |
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities [Abstract] | ||
Impairment losses | $ 0 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 190,685 | $ 194,917 |
Less accumulated depreciation and amortization | (132,223) | (140,032) |
Property, Plant and Equipment, Net, Total | 58,462 | 54,885 |
Buildings and land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 46,641 | 45,772 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 56,544 | 65,989 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 61,173 | 54,896 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,376 | 5,704 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 18,938 | 17,128 |
Capital projects in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,013 | $ 5,428 |
Property, Plant and Equipment72
Property, Plant and Equipment - Depreciation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 11 | $ 13.1 | $ 12.3 |
Property, Plant and Equipment73
Property, Plant and Equipment - Expenditures Incurred but Not Yet Paid (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Property, Plant and Equipment [Abstract] | |
Purchases of property, plant and equipment included in accounts payable | $ 0.7 |
Property, Plant and Equipment74
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2016 | |
Long Lived Assets Held-for-sale [Line Items] | ||
Loss on write-downs of assets held for sale | $ 1,944 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Total price | $ 2,800 | |
Other Nonoperating Income (Expense) | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Loss on write-downs of assets held for sale | 1,900 | |
Reported Value Measurement | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held-for-sale | 4,800 | |
Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Nonrecurring | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held-for-sale | $ 2,900 |
Goodwill and Intangible Asset75
Goodwill and Intangible Assets - Goodwill Impairment Test (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2017USD ($)item | |
Goodwill [Line Items] | |
Goodwill impairment | $ | $ 0 |
Brooks Semiconductor Solutions Group | |
Goodwill [Line Items] | |
Goodwill impairment | $ | $ 0 |
Number of reporting units for which qualitative assessment was conducted | item | 3 |
Number of reporting units for which quantitative assessment was conducted | item | 1 |
Brooks Life Science Systems | |
Goodwill [Line Items] | |
Goodwill impairment | $ | $ 0 |
Number of reporting units for which quantitative assessment was conducted | item | 1 |
Goodwill and Intangible Asset76
Goodwill and Intangible Assets - Components of Goodwill by Operating Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Goodwill [Line Items] | |||
Gross goodwill | $ 848,596 | $ 817,096 | $ 736,366 |
Accumulated goodwill impairments | (614,958) | (614,958) | (614,958) |
Goodwill | 233,638 | 202,138 | 121,408 |
Brooks Semiconductor Solutions Group | |||
Goodwill [Line Items] | |||
Gross goodwill | 655,762 | 655,781 | 654,727 |
Accumulated goodwill impairments | (588,944) | (588,944) | (588,944) |
Goodwill | 66,818 | 66,837 | 65,783 |
Brooks Life Science Systems | |||
Goodwill [Line Items] | |||
Gross goodwill | 166,820 | 135,301 | 55,625 |
Goodwill | 166,820 | 135,301 | 55,625 |
Other | |||
Goodwill [Line Items] | |||
Gross goodwill | 26,014 | 26,014 | 26,014 |
Accumulated goodwill impairments | $ (26,014) | $ (26,014) | $ (26,014) |
Goodwill and Intangible Asset77
Goodwill and Intangible Assets - Goodwill Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill [Roll Forward] | ||
Goodwill, net of accumulated impairments, beginning balance | $ 202,138 | $ 121,408 |
Acquisitions and adjustments | 31,500 | 80,730 |
Goodwill, net of accumulated impairments, ending balance | 233,638 | 202,138 |
Brooks Semiconductor Solutions Group | ||
Goodwill [Roll Forward] | ||
Goodwill, net of accumulated impairments, beginning balance | 66,837 | 65,783 |
Acquisitions and adjustments | (19) | 1,054 |
Goodwill, net of accumulated impairments, ending balance | 66,818 | 66,837 |
Brooks Life Science Systems | ||
Goodwill [Roll Forward] | ||
Goodwill, net of accumulated impairments, beginning balance | 135,301 | 55,625 |
Acquisitions and adjustments | 31,519 | 79,676 |
Goodwill, net of accumulated impairments, ending balance | $ 166,820 | $ 135,301 |
Goodwill and Intangible Asset78
Goodwill and Intangible Assets - Goodwill Acquired (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill acquired during period | $ 31.5 |
Goodwill and Intangible Asset79
Goodwill and Intangible Assets - Components of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 210,589 | $ 191,698 |
Accumulated Amortization | 127,069 | 109,855 |
Net Book Value | 83,520 | 81,843 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 9,028 | 7,808 |
Accumulated Amortization | 7,729 | 7,486 |
Net Book Value | 1,299 | 322 |
Completed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 61,662 | 60,485 |
Accumulated Amortization | 54,777 | 51,018 |
Net Book Value | 6,885 | 9,467 |
Trademarks and Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 9,244 | 9,142 |
Accumulated Amortization | 4,969 | 4,204 |
Net Book Value | 4,275 | 4,938 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 130,655 | 114,263 |
Accumulated Amortization | 59,594 | 47,147 |
Net Book Value | $ 71,061 | $ 67,116 |
Goodwill and Intangible Asset80
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense for intangible assets | $ 17.1 | $ 15 | $ 12.9 |
Goodwill and Intangible Asset81
Goodwill and Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,018 | $ 18,026 | |
2,019 | 17,076 | |
2,020 | 15,244 | |
2,021 | 9,730 | |
2,022 | 7,418 | |
Thereafter | 16,026 | |
Net Book Value | $ 83,520 | $ 81,843 |
Equity Method and Other Inves82
Equity Method and Other Investments - ULVAC Cryogenics, Inc. (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 28,593 | $ 27,273 | |
Equity in earnings (losses) of equity method investments | $ 9,381 | 2,380 | $ (164) |
Ulvac Cryogenics Incorporated | |||
Schedule of Equity Method Investments [Line Items] | |||
Joint venture interest (as a percent) | 50.00% | ||
Equity method investments | $ 28,600 | 25,600 | |
Equity in earnings (losses) of equity method investments | 9,800 | 3,400 | 1,400 |
Management fee payments received | 1,100 | 800 | 600 |
Charges incurred from related parties | 300 | 300 | $ 400 |
Accounts payable for unpaid products and services | 100 | 100 | |
Cash dividend received | $ 5,400 | $ 1,500 |
Equity Method and Other Inves83
Equity Method and Other Investments - BioCision, LLC - General Information (Details) - USD ($) $ in Thousands | Nov. 28, 2016 | Nov. 28, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | $ 28,593 | $ 27,273 | |||
Equity in earnings of equity method investments | 9,381 | $ 2,380 | $ (164) | ||
Gain on settlement of equity method investment | 1,847 | ||||
BioCision, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest (as a percent) | 20.00% | 20.00% | 20.00% | ||
Equity method investments | $ 1,200 | $ 1,200 | $ 1,700 | ||
Equity in earnings of equity method investments | (500) | $ (1,100) | $ (1,000) | ||
Equity in earnings of equity method investments, adjustment | $ 200 | ||||
Gain on settlement of equity method investment | $ 1,800 | ||||
Cool Lab, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments, fair value disclosure | $ 3,100 |
Equity Method and Other Inves84
Equity Method and Other Investments - BioCision, LLC - Term Loan Receivable, Convertible Debt, and Warrant (Details) - USD ($) $ in Thousands | Nov. 28, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Schedule of Equity Method Investments [Line Items] | ||||
Recognized measurement gains | $ (231) | |||
BioCision, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Convertible debt securities and warrant, purchase price | $ 5,000 | |||
Loan receivable, fair value | $ 1,600 | |||
Loan receivable | $ 1,500 | |||
Annual interest rate (percent) | 10.00% | |||
Recognized measurement gains | $ 400 | |||
Loan receivable, carrying value | 1,600 | |||
Convertible Debt Securities | BioCision, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment maturity period | 5 years | |||
Annual interest rate (percent) | 9.00% | |||
Convertible debt securities, carrying value | 5,800 | |||
Other Assets | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Loan receivable, carrying value | 1,600 | $ 1,500 | ||
Other Assets | BioCision, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Loan receivable, carrying value | 1,500 | |||
Other Nonoperating Income (Expense) | Convertible Debt Securities | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Loss on settlement of financial instruments | 200 | |||
Warrants | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Loss on settlement of financial instruments | $ 37 | |||
Fair Value, Measurements, Recurring | Convertible Debt Securities | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Convertible debt securities, fair value | 5,774 | |||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Convertible Debt Securities | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Convertible debt securities, fair value | 5,774 | |||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Convertible Debt Securities | BioCision, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Convertible debt securities, fair value | 5,600 | |||
Fair Value, Measurements, Recurring | Warrants | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Stock warrant | 45 | |||
Fair Value, Measurements, Recurring | Warrants | Significant Unobservable Inputs (Level 3) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Stock warrant | 45 | |||
Fair Value, Measurements, Recurring | Warrants | Significant Unobservable Inputs (Level 3) | BioCision, LLC | Maximum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Stock warrant | $ 100 | $ 100 |
Equity Method and Other Inves85
Equity Method and Other Investments - BioCision, LLC - Cool Lab Subsidiary (Details) - USD ($) $ in Thousands | Nov. 28, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Schedule of Equity Method Investments [Line Items] | |||
Non-cash consideration transferred | $ 10,348 | ||
BioCision, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (as a percent) | 20.00% | 20.00% | |
Cool Lab, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of voting interests acquired (as a percent) | 100.00% | ||
Total purchase price | $ 15,200 | ||
Payments to acquire businesses | 4,800 | ||
Liabilities incurred | 100 | ||
Non-cash consideration transferred | 10,300 | ||
Equity method investments, fair value disclosure | 3,100 | ||
Convertible debt securities and warrants | 5,600 | ||
Term notes, fair value disclosure | 1,600 | ||
Cool Lab, LLC | BioCision, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Net carrying value of assets transferred | $ 900 |
Equity Method and Other Inves86
Equity Method and Other Investments - Yaskawa Brooks Automation, Inc. (Details) - USD ($) $ in Thousands | Mar. 20, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Equity Method Investments [Line Items] | |||||
Goodwill | $ 233,638 | $ 202,138 | $ 121,408 | ||
Equity in earnings (losses) of equity method investments | 9,381 | 2,380 | (164) | ||
Yaskawa Brooks Automation, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Joint venture interest (as a percent) | 50.00% | ||||
Final dividend | 1,800 | ||||
Liquidation costs | 200 | ||||
Equity Method Investment, Other than Temporary Impairment | 700 | ||||
Equity in earnings (losses) of equity method investments | (600) | ||||
Amounts receivable | 0 | 0 | |||
Amounts owed | $ 0 | $ 0 | |||
Equity Method Investee | Yaskawa Brooks Automation, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Revenues earned from joint ventures | 2,500 | ||||
Charges for products or services | $ 700 | ||||
Yaskawa Brooks Automation, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total purchase price | $ 1,800 | ||||
Goodwill | $ 200 |
Equity Method and Other Inves87
Equity Method and Other Investments - Summarized Financial Information - Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Equity Method Investment, Summarized Financial Information, Balance Sheets [Abstract] | ||
Current assets | $ 74,645 | $ 59,507 |
Non-current assets | 16,829 | 15,461 |
Current liabilities | 29,622 | 25,320 |
Non-current liabilities | $ 7,860 | $ 19,933 |
Equity Method and Other Inves88
Equity Method and Other Investments - Summarized Financial Information - Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | |||
Total revenue | $ 104,667 | $ 74,659 | $ 48,047 |
Gross profit | 41,241 | 27,355 | 16,327 |
Income (loss) from continuing operations | 26,340 | 6,731 | (1,074) |
Net income (loss) | $ 19,451 | $ 2,374 | $ (2,452) |
Supplementary Balance Sheet I89
Supplementary Balance Sheet Information - Summary of Account Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Accounts receivable | $ 122,868 | $ 108,713 | ||
Less allowance for doubtful accounts | (1,959) | (2,241) | ||
Accounts receivable, net | 120,828 | 106,372 | ||
Allowance for Sales Returns | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Less allowance for sales returns | $ (81) | $ (101) | $ (115) | $ (133) |
Supplementary Balance Sheet I90
Supplementary Balance Sheet Information - Allowance for Doubtful Accounts Activity (Details) - Allowance for doubtful accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation Allowances and Reserves, Balance, Beginning Balance | $ 2,241 | $ 1,019 | $ 1,031 |
Provisions | 202 | ||
Reversals of Bad Debt Expense | (190) | ||
Write-offs and Adjustments | (92) | 1,020 | (12) |
Valuation Allowances and Reserves, Balance, Ending Balance | $ 1,959 | $ 2,241 | $ 1,019 |
Supplementary Balance Sheet I91
Supplementary Balance Sheet Information - Allowance for Sales Returns (Details) - Allowance for Sales Returns - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation Allowances and Reserves, Balance, Beginning Balance | $ 101 | $ 115 | $ 133 |
Provisions | (20) | (14) | (18) |
Valuation Allowances and Reserves, Balance, Ending Balance | $ 81 | $ 101 | $ 115 |
Supplementary Balance Sheet I92
Supplementary Balance Sheet Information - Summary of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials and purchased parts | $ 73,819 | $ 60,979 |
Work-in-process | 10,548 | 16,090 |
Finished goods | 22,028 | 15,503 |
Inventory, net | $ 106,395 | $ 92,572 |
Supplementary Balance Sheet I93
Supplementary Balance Sheet Information - Summary of Inventory Reserves (Details) - Inventory Valuation Reserve - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation Allowances and Reserves, Balance, Beginning Balance | $ 24,794 | $ 23,768 | $ 26,027 |
Provisions | 6,636 | 7,293 | 7,879 |
Inventory Disposals and Adjustments | (7,888) | (6,267) | (10,138) |
Valuation Allowances and Reserves, Balance, Ending Balance | $ 23,542 | $ 24,794 | $ 23,768 |
Supplementary Balance Sheet I94
Supplementary Balance Sheet Information - Valuation Allowance for Deferred Tax Assets Activity (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation Allowances and Reserves, Balance, Beginning Balance | $ 104,802 | $ 18,797 | $ 18,354 |
Charged to Provisions | (10,881) | 77,531 | (36) |
Charged to Other Accounts | (1,624) | 8,474 | 479 |
Valuation Allowances and Reserves, Balance, Ending Balance | $ 92,297 | $ 104,802 | $ 18,797 |
Supplementary Balance Sheet I95
Supplementary Balance Sheet Information - Product Warranty and Retrofit Activity on Gross Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | |||
Beginning Balance | $ 6,324 | $ 6,089 | $ 6,499 |
Adjustments for acquisitions and divestitures | 81 | ||
Accruals for warranties | 10,413 | 9,975 | 9,917 |
Costs incurred | (8,683) | (9,740) | (10,408) |
Ending Balance | $ 8,054 | $ 6,324 | $ 6,089 |
Line of Credit - Credit Agreeme
Line of Credit - Credit Agreement - General Information (Details) - Credit Agreement - Line of Credit - USD ($) $ in Millions | May 26, 2016 | Sep. 30, 2017 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, term (in years) | 5 years | |
Line of credit, maximum borrowing capacity | $ 75 | |
Outstanding line of credit | $ 0 | |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | 25 | |
Swing Loan | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 7.5 |
Line of Credit - Credit Agree97
Line of Credit - Credit Agreement - Interest Rate (Details) - Credit Agreement - Line of Credit - Revolving Credit Facility | May 26, 2016 |
Line of Credit Facility [Line Items] | |
Line of credit facility, unused capacity, commitment fee percentage | 0.25% |
Federal Funds Rate | |
Line of Credit Facility [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 0.50% |
London Interbank Offered Rate (LIBOR) | |
Line of Credit Facility [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 1.00% |
Line of Credit - Credit Agree98
Line of Credit - Credit Agreement - Covenants (Details) - Credit Agreement - Line of Credit - Revolving Credit Facility $ in Millions | May 26, 2016USD ($) |
Line of Credit Facility [Line Items] | |
Debt instrument, covenant, liquidity, maximum threshold, commitments under line of credit, percent | 12.50% |
Debt instrument, covenant, liquidity, maximum threshold, value | $ 9.4 |
Debt instrument, covenant, fixed coverage ratio, minimum | 1 |
Debt instrument, covenant, liquidity percentage, maximum | 50.00% |
Line of Credit - Senior Secured
Line of Credit - Senior Secured Term Loan Facility and Credit Agreement (Details) - Line of Credit - USD ($) $ in Millions | Oct. 04, 2017 | May 26, 2016 |
Credit Agreement | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 75 | |
Credit Agreement | Swing Loan | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 7.5 | |
Subsequent Event | Senior Secured Term Loan Facility | Secured Debt | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 200 | |
Subsequent Event | Credit Agreement | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | 75 | |
Subsequent Event | Credit Agreement | Swing Loan | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 7.5 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Current income tax provision (benefit): | |||
Federal | $ (145) | $ 10 | |
State | $ 473 | (186) | 56 |
Foreign | 11,150 | 5,868 | 5,537 |
Total current income tax provision | 11,623 | 5,537 | 5,603 |
Deferred income tax provision (benefit): | |||
Federal | 538 | 68,300 | (1,773) |
State | 31 | 4,000 | (104) |
Foreign | (52) | (2,027) | (296) |
Total deferred income tax provision (benefit) | 517 | 70,273 | (2,173) |
Income tax provision | $ 12,140 | $ 75,810 | $ 3,430 |
Income Taxes - Components of101
Income Taxes - Components of Income Before Income Taxes and Equity in Earnings of Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Components of income (loss) before income taxes and equity in earnings (losses) of equity method investments | |||
Domestic | $ 26,428 | $ (8,186) | $ (1,321) |
Foreign | 38,943 | 12,140 | 19,136 |
Income before income taxes and earnings (losses) of equity method investments | $ 65,371 | $ 3,954 | $ 17,815 |
Income Taxes - Statutory Federa
Income Taxes - Statutory Federal Tax Rate (Details) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory federal tax rate (as a percent) | 35.00% | 35.00% | 35.00% |
Income Taxes - Differences Betw
Income Taxes - Differences Between Income Tax Provision (Benefit) and Income Taxes Computed using Applicable U.S. Statutory Federal Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Differences between the income tax provision (benefit) and income taxes computed using the applicable U.S. statutory federal tax rate | |||
Income tax provision computed at federal statutory rate | $ 26,163 | $ 2,217 | $ 6,177 |
State income taxes, net of federal benefit | 960 | 113 | 243 |
Foreign income taxed at different rates | (2,001) | (755) | (938) |
Impact of equity investments | (2,499) | (1,666) | (1,069) |
Change in deferred tax asset valuation allowance | (10,881) | 77,531 | (36) |
Net increase (reduction) in uncertain tax positions | 731 | (1,543) | (1,207) |
Nondeductible compensation | 622 | 782 | 1,325 |
Tax credits | (1,412) | (1,786) | (1,741) |
Travel and entertainment | 266 | 274 | 314 |
Merger costs | 503 | 228 | |
Other | 191 | 140 | 134 |
Income tax provision | $ 12,140 | $ 75,810 | $ 3,430 |
Income Taxes - Unremitted Earni
Income Taxes - Unremitted Earnings of Foreign Subsidiaries (Details) $ in Millions | Sep. 30, 2017USD ($) |
Unremitted earnings of foreign subsidiaries | |
Unremitted earnings of foreign subsidiaries | $ 100 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Accruals and reserves not currently deductible | $ 18,747 | $ 16,382 |
Federal, state and foreign tax credits | 25,413 | 24,183 |
Other assets | 42 | 269 |
Equity compensation | 7,615 | 4,447 |
Net operating loss carryforwards | 49,777 | 73,097 |
Inventory reserves and valuation | 9,847 | 11,342 |
Deferred tax assets | 111,441 | 129,720 |
Depreciation and intangible amortization | (21,200) | (25,850) |
Deferred tax liabilities | (21,200) | (25,850) |
Valuation allowance | (92,297) | (104,802) |
Net deferred tax liability | $ (2,056) | $ (932) |
Income Taxes - Establishment of
Income Taxes - Establishment of Valuation Allowance (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2016USD ($) | |
Valuation allowance | |
Establishment of valuation allowance | $ 79.3 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carry-forwards (Details) $ in Millions | Sep. 30, 2017USD ($) |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 76.1 |
State | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 96 |
Foreign | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 90.7 |
Stock Compensation Plan | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 19.2 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carry-forwards (Details) $ in Millions | Sep. 30, 2017USD ($) |
Federal | Research and Development Tax Credit Carryforward | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 19.6 |
State | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 10.9 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amount of Consolidated Liability for Unrecognized Income Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | $ 5,427 | $ 2,191 | $ 4,262 |
Additions for tax positions in current year | 1,869 | 4,165 | |
Reductions for tax positions in current year | (3,485) | ||
Reductions from settlements with taxing authorities | (1,304) | ||
Reductions from lapses in statutes of limitations | (431) | (897) | (734) |
Foreign exchange rate adjustment | (2) | (32) | (33) |
Ending Balance | $ 3,378 | $ 5,427 | $ 2,191 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Unrecognized tax benefits | |||
Unrecognized tax benefits, tax benefits that if recognized would impact the effective tax rate | $ 3 | ||
Interest related to unrecognized benefits | |||
Interest related to unrecognized benefits | $ 0.1 | $ 0.1 | $ 0.2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||
Reductions in unrecognized tax benefits from expiration | $ 431 | $ 897 | $ 734 |
Anticipated unrecognized tax benefit reduction during next twelve months | $ 500 |
Derivative Instruments - Realiz
Derivative Instruments - Realized Gains (Losses) on Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Realized gains (losses) on derivative instruments not designated as hedging instruments | $ (545) | $ 1,434 | $ 628 |
Derivative Instruments - Notion
Derivative Instruments - Notional Amounts Outstanding under Foreign Currency Contracts - Notional Amount of Buy Currency (Details) - Not Designated as Hedging Instrument - Long € in Thousands, ₩ in Thousands, ¥ in Thousands, £ in Thousands, SGD in Thousands, $ in Thousands | Sep. 30, 2017SGD | Sep. 30, 2017KRW (₩) | Sep. 30, 2017JPY (¥) | Sep. 30, 2017EUR (€) | Sep. 30, 2017GBP (£) | Sep. 30, 2017USD ($) | Sep. 30, 2016SGD | Sep. 30, 2016KRW (₩) | Sep. 30, 2016JPY (¥) | Sep. 30, 2016EUR (€) | Sep. 30, 2016GBP (£) | Sep. 30, 2016USD ($) |
Foreign Currency Contract, Buy Japanese Yen, Sell United States Dollar, Maturing October 2017 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | ¥ | ¥ 391,500 | |||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell British Pound, Maturing October 2017 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | $ 1,074 | |||||||||||
Foreign Currency Contract, Buy Korean Won, Sell United States Dollar, Maturing October 2017 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | ₩ | ₩ 3,230,100 | |||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell Chinese Yuan, Maturing October 2017 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | 6,294 | |||||||||||
Foreign Currency Contract, Buy Euro, Sell United States Dollar, Maturing October 2017 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | € | € 13,700 | |||||||||||
Foreign Currency Contract, Buy British Pound, Sell Norwegian Krone, Maturing October 2017 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | £ | £ 188 | |||||||||||
Foreign Currency Contract, Buy Singapore Dollar, Sell United States Dollar, Maturing October 2017 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | SGD | SGD 700 | |||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell Israeli Shekel, Maturing October 2017 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | 226 | |||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell Swiss Franc, Maturing October 2017 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | $ 3,600 | |||||||||||
Foreign Currency Contract, Buy Euro, Sell British Pound, Maturing October 2017 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | € | € 19,200 | |||||||||||
Foreign Currency Contract, Buy British Pound, Sell Swedish Krona, Maturing October 2016 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | £ | £ 190 | |||||||||||
Foreign Currency Contract, Buy Japanese Yen, Sell United States Dollar, Maturing October 2016 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | ¥ | ¥ 124,000 | |||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell British Pound, Maturing October 2016 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | $ 6,107 | |||||||||||
Foreign Currency Contract, Buy Euro, Sell United States Dollar, Maturing October 2016 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | € | € 13,300 | |||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell Chinese Yuan, Maturing October 2016 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | 5,815 | |||||||||||
Foreign Currency Contract, Buy Korean Won, Sell United States Dollar, Maturing October 2016 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | ₩ | ₩ 2,488,000 | |||||||||||
Foreign Currency Contract, Buy Euro, Sell British Pound, Maturing October 2016 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | € | € 7,482 | |||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell Israeli Shekel, Maturing October 2016 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | 311 | |||||||||||
Foreign Currency Contract, Buy Singapore Dollar, Sell United States Dollar, Maturing October 2016 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | SGD | SGD 360 | |||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell Taiwanese Dollar, Maturing October 2016 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | $ 210 | |||||||||||
Foreign Currency Contract, Buy British Pound, Sell Norwegian Krone, Maturing October 2016 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | £ | £ 171 |
Derivative Instruments - Not114
Derivative Instruments - Notional Amounts Outstanding under Foreign Currency Contracts - Notional Amount of Sell Currency (Details) - Not Designated as Hedging Instrument - Short ₪ in Thousands, ¥ in Thousands, £ in Thousands, TWD in Thousands, SFr in Thousands, SEK in Thousands, NOK in Thousands, $ in Thousands | Sep. 30, 2017CHF (SFr) | Sep. 30, 2017ILS (₪) | Sep. 30, 2017CNY (¥) | Sep. 30, 2017NOK | Sep. 30, 2017GBP (£) | Sep. 30, 2017USD ($) | Sep. 30, 2016TWD | Sep. 30, 2016ILS (₪) | Sep. 30, 2016CNY (¥) | Sep. 30, 2016SEK | Sep. 30, 2016NOK | Sep. 30, 2016GBP (£) | Sep. 30, 2016USD ($) |
Foreign Currency Contract, Buy Japanese Yen, Sell United States Dollar, Maturing October 2017 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | $ 3,473 | ||||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell British Pound, Maturing October 2017 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | £ | £ 800 | ||||||||||||
Foreign Currency Contract, Buy Korean Won, Sell United States Dollar, Maturing October 2017 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | 2,833 | ||||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell Chinese Yuan, Maturing October 2017 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | ¥ | ¥ 41,800 | ||||||||||||
Foreign Currency Contract, Buy Euro, Sell United States Dollar, Maturing October 2017 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | 16,167 | ||||||||||||
Foreign Currency Contract, Buy British Pound, Sell Norwegian Krone, Maturing October 2017 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | NOK | NOK 2,000 | ||||||||||||
Foreign Currency Contract, Buy Singapore Dollar, Sell United States Dollar, Maturing October 2017 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | $ 515 | ||||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell Israeli Shekel, Maturing October 2017 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | ₪ | ₪ 800 | ||||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell Swiss Franc, Maturing October 2017 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | SFr | SFr 3,500 | ||||||||||||
Foreign Currency Contract, Buy Euro, Sell British Pound, Maturing October 2017 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | £ | £ 16,888 | ||||||||||||
Foreign Currency Contract, Buy British Pound, Sell Swedish Krona, Maturing October 2016 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | SEK | SEK 2,100 | ||||||||||||
Foreign Currency Contract, Buy Japanese Yen, Sell United States Dollar, Maturing October 2016 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | $ 1,229 | ||||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell British Pound, Maturing October 2016 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | £ | £ 4,710 | ||||||||||||
Foreign Currency Contract, Buy Euro, Sell United States Dollar, Maturing October 2016 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | 14,976 | ||||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell Chinese Yuan, Maturing October 2016 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | ¥ | ¥ 39,000 | ||||||||||||
Foreign Currency Contract, Buy Korean Won, Sell United States Dollar, Maturing October 2016 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | 2,255 | ||||||||||||
Foreign Currency Contract, Buy Euro, Sell British Pound, Maturing October 2016 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | £ | £ 6,500 | ||||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell Israeli Shekel, Maturing October 2016 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | ₪ | ₪ 1,169 | ||||||||||||
Foreign Currency Contract, Buy Singapore Dollar, Sell United States Dollar, Maturing October 2016 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | $ 265 | ||||||||||||
Foreign Currency Contract, Buy United States Dollar, Sell Taiwanese Dollar, Maturing October 2016 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | TWD | TWD 6,600 | ||||||||||||
Foreign Currency Contract, Buy British Pound, Sell Norwegian Krone, Maturing October 2016 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Notional Amount | NOK | NOK 1,800 |
Derivative Instruments - Not115
Derivative Instruments - Notional Amounts Outstanding under Foreign Currency Contracts - Fair Value of Assets (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Derivative [Line Items] | ||
Fair Value of Assets | $ 4 | $ 5 |
Foreign Currency Contract, Buy Japanese Yen, Sell United States Dollar, Maturing October 2017 | ||
Derivative [Line Items] | ||
Fair Value of Assets | 1 | |
Foreign Currency Contract, Buy United States Dollar, Sell British Pound, Maturing October 2017 | ||
Derivative [Line Items] | ||
Fair Value of Assets | 1 | |
Foreign Currency Contract, Buy United States Dollar, Sell Swiss Franc, Maturing October 2017 | ||
Derivative [Line Items] | ||
Fair Value of Assets | $ 2 | |
Foreign Currency Contract, Buy British Pound, Sell Swedish Krona, Maturing October 2016 | ||
Derivative [Line Items] | ||
Fair Value of Assets | 1 | |
Foreign Currency Contract, Buy United States Dollar, Sell British Pound, Maturing October 2016 | ||
Derivative [Line Items] | ||
Fair Value of Assets | 2 | |
Foreign Currency Contract, Buy Korean Won, Sell United States Dollar, Maturing October 2016 | ||
Derivative [Line Items] | ||
Fair Value of Assets | 1 | |
Foreign Currency Contract, Buy United States Dollar, Sell Israeli Shekel, Maturing October 2016 | ||
Derivative [Line Items] | ||
Fair Value of Assets | $ 1 |
Derivative Instruments - Not116
Derivative Instruments - Notional Amounts Outstanding under Foreign Currency Contracts - Fair Value of Liabilities (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Derivative [Line Items] | ||
Fair Value of Liabilities | $ (146) | $ (96) |
Foreign Currency Contract, Buy Korean Won, Sell United States Dollar, Maturing October 2017 | ||
Derivative [Line Items] | ||
Fair Value of Liabilities | (8) | |
Foreign Currency Contract, Buy United States Dollar, Sell Chinese Yuan, Maturing October 2017 | ||
Derivative [Line Items] | ||
Fair Value of Liabilities | (2) | |
Foreign Currency Contract, Buy Euro, Sell United States Dollar, Maturing October 2017 | ||
Derivative [Line Items] | ||
Fair Value of Liabilities | (62) | |
Foreign Currency Contract, Buy Euro, Sell British Pound, Maturing October 2017 | ||
Derivative [Line Items] | ||
Fair Value of Liabilities | $ (74) | |
Foreign Currency Contract, Buy Euro, Sell United States Dollar, Maturing October 2016 | ||
Derivative [Line Items] | ||
Fair Value of Liabilities | (40) | |
Foreign Currency Contract, Buy United States Dollar, Sell Chinese Yuan, Maturing October 2016 | ||
Derivative [Line Items] | ||
Fair Value of Liabilities | (33) | |
Foreign Currency Contract, Buy Euro, Sell British Pound, Maturing October 2016 | ||
Derivative [Line Items] | ||
Fair Value of Liabilities | $ (23) |
Derivative Instruments - Stock
Derivative Instruments - Stock Warrants (Details) - Fair Value, Measurements, Recurring - Warrants - USD ($) $ in Thousands | Nov. 28, 2016 | Sep. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Stock warrant | $ 45 | |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Stock warrant | 45 | |
BioCision, LLC | Significant Unobservable Inputs (Level 3) | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Stock warrant | $ 100 | $ 100 |
Postretirement Benefits - Numbe
Postretirement Benefits - Number of Plans (Details) | 12 Months Ended |
Sep. 30, 2017plan | |
Compensation and Retirement Disclosure [Abstract] | |
Defined benefit pension plan, number of plans | 2 |
Postretirement Benefits - Benef
Postretirement Benefits - Benefit Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of fiscal year | $ 6,847 | $ 7,661 | |
Service cost | 270 | 548 | $ 482 |
Interest cost | 27 | 71 | 124 |
Actuarial loss | (617) | 106 | |
Benefits paid | (712) | ||
Employee contributions | 156 | ||
Settlements paid | (2,526) | ||
Curtailment gain | (1,064) | ||
Foreign currency translation | (29) | 81 | |
Benefit obligation at end of fiscal year | $ 3,972 | $ 6,847 | $ 7,661 |
Postretirement Benefits - Fair
Postretirement Benefits - Fair Value of Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of assets at beginning of fiscal year | $ 4,734 | $ 4,838 |
Actual return on plan assets | 57 | 30 |
Disbursements | (51) | (837) |
Employer contributions | 153 | 296 |
Employee contributions | 101 | 352 |
Settlements paid | (2,526) | |
Foreign currency translation | (32) | 55 |
Fair value of assets at end of fiscal year | $ 2,436 | $ 4,734 |
Postretirement Benefits - Funde
Postretirement Benefits - Funded Status (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Defined Benefit Plan, Funded Status of Plan [Abstract] | |||
Benefit obligation | $ 3,972 | $ 6,847 | $ 7,661 |
Fair value of plan assets | 2,436 | 4,734 | $ 4,838 |
Accrued benefit obligation | $ 1,536 | $ 2,113 |
Postretirement Benefits - Accum
Postretirement Benefits - Accumulated Benefit Obligation (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Compensation and Retirement Disclosure [Abstract] | ||
Accumulated benefit obligation | $ 3.4 | $ 6.3 |
Postretirement Benefits - Pensi
Postretirement Benefits - Pension Amounts Recorded Within Account Line Items of Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract] | ||
Accrued compensation and benefits | $ 112 | $ 155 |
Long-term pension liability | 1,424 | 1,958 |
Pension and Other Postretirement Defined Benefit Plans, Liabilities | $ 1,536 | $ 2,113 |
Postretirement Benefits - Ac124
Postretirement Benefits - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax [Abstract] | ||
Net actuarial gains (losses) | $ 400 | $ (300) |
Cumulative unrecognized investment gains (losses) | (900) | |
Settlement loss | 259 | |
Curtailment gain | $ 852 | |
Maximum | ||
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax [Abstract] | ||
Cumulative unrecognized investment gains (losses) | $ (100) |
Postretirement Benefits - Net P
Postretirement Benefits - Net Periodic Pension Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | |||
Service cost | $ 270 | $ 548 | $ 482 |
Interest cost | 27 | 71 | 124 |
Amortization of losses | 11 | (159) | (210) |
Expected return on assets | (134) | 2 | 2 |
Net periodic pension cost | 174 | 462 | 398 |
Curtailment gain | (227) | ||
Settlement (gain) loss | (259) | 232 | |
Total pension cost (gain) | $ (85) | $ 235 | $ 630 |
Postretirement Benefits - Chang
Postretirement Benefits - Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract] | ||
Net (gain) loss | $ (588) | $ 165 |
Amortization of net loss | (11) | (2) |
Curtailment gain | (852) | |
Settlement loss | 259 | |
Total recognized in other comprehensive income (loss) | (340) | (689) |
Amount Recognized in Net Periodic Benefit Cost and Other Comprehensive Income (Loss), before Tax [Abstract] | ||
Total recognized in net periodic pension cost and other comprehensive income (loss) | $ 514 | $ (227) |
Postretirement Benefits - Amoun
Postretirement Benefits - Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |||
Curtailment gain | $ 227 | ||
Settlement (gain) loss | $ (259) | $ 232 | |
Curtailment gain including foreign currency | $ 1,100 |
Postretirement Benefits - Weigh
Postretirement Benefits - Weighted-Average Assumption Used to Determine Net Cost (Details) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate (as a percent) | 0.88% | 0.40% | 0.92% |
Expected return on plan assets (as a percent) | 1.75% | 1.75% | 1.78% |
Expected rate of compensation increases (as a percent) | 1.54% | 1.31% | 1.65% |
Postretirement Benefits - Deter
Postretirement Benefits - Determination of Pension Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Investment gains or losses recognition period | 5 years | |
Cumulative unrecognized investment losses | $ 0.9 | |
Cumulative unrecognized net actuarial gains | $ 0.4 | $ (0.3) |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cumulative unrecognized investment losses | $ 0.1 |
Postretirement Benefits - Fa130
Postretirement Benefits - Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 2,436 | $ 4,734 | $ 4,838 |
Nexus Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,900 | ||
Taiwan Plan Assets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 600 |
Postretirement Benefits - Asset
Postretirement Benefits - Asset Allocation of Plan Assets of Non-U.S. Plans (Details) | Sep. 30, 2017 |
Defined Benefit Plan, Information about Plan Assets [Abstract] | |
Percentage of Plan Assets (as a percent) | 100.00% |
Cash and cash equivalents | |
Defined Benefit Plan, Information about Plan Assets [Abstract] | |
Percentage of Plan Assets (as a percent) | 6.00% |
Debt securities | |
Defined Benefit Plan, Information about Plan Assets [Abstract] | |
Percentage of Plan Assets (as a percent) | 62.00% |
Equity securities | |
Defined Benefit Plan, Information about Plan Assets [Abstract] | |
Percentage of Plan Assets (as a percent) | 13.00% |
Other | |
Defined Benefit Plan, Information about Plan Assets [Abstract] | |
Percentage of Plan Assets (as a percent) | 19.00% |
Postretirement Benefits - Fa132
Postretirement Benefits - Fair Value of Pension Assets by Asset Category and by Level (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 2,436 | $ 4,734 | $ 4,838 |
Swiss Life collective foundation | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,886 | 4,208 | |
Taiwan collective trust | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 550 | 526 | |
Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 2,436 | 4,734 | |
Significant Other Observable Inputs (Level 2) | Swiss Life collective foundation | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,886 | 4,208 | |
Significant Other Observable Inputs (Level 2) | Taiwan collective trust | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 550 | $ 526 |
Postretirement Benefits - Expec
Postretirement Benefits - Expected Benefit Payment Over Next Ten Years are Anticipated to be Paid (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract] | |
2,018 | $ 51 |
2,019 | 52 |
2,020 | 53 |
2,021 | 68 |
2,022 | 78 |
Thereafter (through 2026) | $ 295 |
Postretirement Benefits - Estim
Postretirement Benefits - Estimated Future Employer Contribution (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Defined Benefit Plan, Estimated Future Employer Contributions [Abstract] | |
Expected contribution to the Plan to meet minimum funding targets | $ 0.1 |
Postretirement Benefits - Defin
Postretirement Benefits - Defined Contribution Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 4.50% | ||
Employer contributions | $ 3.6 | $ 3.6 | $ 3 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Sep. 30, 2017 | Sep. 30, 2016 |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning Balance | $ 553,690 | $ 632,045 | $ 642,889 |
Ending Balance | 607,644 | 553,690 | 632,045 |
Accumulated Other Comprehensive Income (Loss) | |||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning Balance | 15,166 | 5,898 | 15,687 |
Other comprehensive (loss) income before reclassifications | 283 | 8,291 | (9,887) |
Amounts reclassified from accumulated other comprehensive income | (236) | 977 | 98 |
Ending Balance | 15,213 | 15,166 | 5,898 |
Currency Translation Adjustments | |||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning Balance | 15,389 | 6,545 | 16,102 |
Other comprehensive (loss) income before reclassifications | (221) | 8,844 | (9,426) |
Amounts reclassified from accumulated other comprehensive income | (131) | ||
Ending Balance | 15,168 | 15,389 | 6,545 |
Unrealized Gains (Losses) on Available-for-Sale Securities | |||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning Balance | (3) | 103 | (38) |
Other comprehensive (loss) income before reclassifications | (10) | (231) | 144 |
Amounts reclassified from accumulated other comprehensive income | 12 | 125 | (3) |
Ending Balance | (1) | (3) | 103 |
Pension Liability Adjustments | |||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning Balance | (220) | (750) | (377) |
Other comprehensive (loss) income before reclassifications | 514 | (322) | (605) |
Amounts reclassified from accumulated other comprehensive income | (248) | 852 | 232 |
Ending Balance | $ 46 | $ (220) | $ (750) |
Equity Incentive Plans - Genera
Equity Incentive Plans - General Information (Details) - 2015 Equity Incentive Plan | 12 Months Ended |
Sep. 30, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period (in years) | 3 years |
Shares available for grant (in shares) | 3,459,828 |
Shares authorized (in shares) | 5,000,000 |
Equity Incentive Plans - Restri
Equity Incentive Plans - Restricted Stock Unit Activity - Tabular Disclosure (Details) - Restricted Stock Units (RSUs) - $ / shares | Nov. 08, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Shares | ||||
Outstanding at beginning of period (in shares) | 2,489,076 | |||
Granted (in shares) | 468,700 | 1,018,570 | 1,690,582 | 1,513,281 |
Vested (in shares) | (918,738) | |||
Forfeited (in shares) | (114,897) | |||
Outstanding at end of period (in shares) | 2,474,011 | 2,489,076 | ||
Weighted Average Grant-Date Fair Value | ||||
Outstanding at beginning of period (in dollars per share) | $ 10.79 | |||
Granted (in dollars per share) | 14.43 | $ 10.84 | $ 11.89 | |
Vested (in dollars per share) | 10.51 | |||
Forfeited (in dollars per share) | 11.80 | |||
Outstanding at end of period (in dollars per share) | $ 12.34 | $ 10.79 |
Equity Incentive Plans - Res140
Equity Incentive Plans - Restricted Stock Unit Activity - Additional Information (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in dollars per share) | $ 14.43 | $ 10.84 | $ 11.89 |
Fair value of restricted stock awards vested | $ 15 | $ 14.3 | $ 8.4 |
Withholding taxes remitted | 4.7 | 4.4 | 2.4 |
Withholding taxes paid | 0.1 | 4.3 | 2.3 |
Proceeds from employees to satisfy tax obligation | $ 4.6 | $ 0.1 | $ 0.1 |
Equity Incentive Plans - Res141
Equity Incentive Plans - Restricted Stock Unit Activity - Unrecognized Compensation Cost (Details) - Restricted Stock Units (RSUs) $ in Millions | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 20.3 |
Unrecognized compensation cost, estimated weighted average amortization period | 1 year 7 months 6 days |
Equity Incentive Plans - Res142
Equity Incentive Plans - Restricted Stock Units Granted (Details) - shares | Nov. 08, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 468,700 | 1,018,570 | 1,690,582 | 1,513,281 |
Restricted Stock, Time Based Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 386,713 | 744,250 | 597,250 | |
Board of Director Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 43,519 | 86,082 | 69,281 | |
Restricted Stock, Performance Based Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 588,338 | 860,250 | 846,750 |
Equity Incentive Plans - Time-B
Equity Incentive Plans - Time-Based Grants (Details) - Restricted Stock, Time Based Shares | 12 Months Ended |
Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period (in years) | 3 years |
Share-based Compensation Award, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage (as a percent) | 33.33% |
Share-based Compensation Award, Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage (as a percent) | 33.33% |
Share-based Compensation Award, Tranche Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage (as a percent) | 33.33% |
Equity Incentive Plans - Stock
Equity Incentive Plans - Stock Grants (Details) - shares | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Board of Director Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 43,519 | 86,082 | 69,281 |
Board of Director Units, Compensation Related Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 28,065 | 55,380 | 49,267 |
Award vesting period (in years) | 1 year | ||
Board of Director Units, Deferred Annual Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 13,065 | 25,560 | 13,318 |
Award vesting period (in years) | 1 year | ||
Board of Director Units, Deferred Quarterly Dividends | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 2,389 | 5,142 | 6,876 |
Award vesting period (in years) | 1 year |
Equity Incentive Plans - Perfor
Equity Incentive Plans - Performance-Based Grants (Details) - shares | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restricted Stock, Performance Based Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based awards granted, percentage, minimum (as a percent) | 0.00% | 0.00% | |
Performance-based awards granted, percentage (as a percent) | 100.00% | 100.00% | 100.00% |
Performance-based awards granted, percentage, maximum threshold met (as a percent) | 200.00% | 200.00% | 200.00% |
Performance goal measurement period (in years) | 3 years | ||
Restricted Stock, Performance Based Shares, Fiscal Year 2015, Performance Goals Measured at End of Fiscal Year | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based awards granted during fiscal year, performance goal measurement, percentage of units granted (as a percent) | 60.00% | ||
Forfeited (in shares) | 495,684 | ||
Restricted Stock, Performance Based Shares, Fiscal Year 2015, Performance Goals Measured over Three Years | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based awards granted during fiscal year, performance goal measurement, percentage of units granted (as a percent) | 40.00% | ||
Performance goal measurement period (in years) | 3 years | ||
Number of shares over the target grant (in shares) | 351,066 |
Equity Incentive Plans - Employ
Equity Incentive Plans - Employee Stock Purchase Plan (Details) - Employee Stock - USD ($) $ in Millions | Jul. 31, 2017 | Jul. 29, 2016 | Jan. 29, 2016 | Feb. 08, 2012 | Sep. 30, 2017 | Jul. 29, 2016 | Jul. 31, 2017 | Sep. 30, 2017 | Jul. 31, 2017 | Aug. 01, 2017 | Sep. 30, 2016 | Feb. 07, 2012 | Feb. 22, 1996 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares authorized (in shares) | 4,000,000 | 1,250,000 | 1,000,000 | 3,000,000 | 3,000,000 | ||||||||
Purchase price of common stock (as a percent) | 85.00% | ||||||||||||
Additional shares of common stock available for purchase (in shares) | 1,000,000 | ||||||||||||
Maximum percentage of base pay withheld and applied toward the purchase of shares | 10.00% | ||||||||||||
Shares available for grant (in shares) | 0 | 1,250,000 | 0 | 1,250,000 | 0 | ||||||||
Shares expired (in shares) | 50,568 | ||||||||||||
Shares issued under employee stock purchase plan (in shares) | 117,179 | 118,548 | 0 | 235,727 | 162,360 | 3,949,432 | |||||||
Shares issued under employee stock purchase plan, value | $ 1.9 | $ 2 |
Restructuring and Other Char147
Restructuring and Other Charges - General Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 3,226 | $ 12,039 | $ 4,713 | |
Accrued restructuring costs | 1,708 | 5,939 | 2,073 | $ 3,475 |
Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 3,226 | 12,014 | 3,400 | |
Accrued restructuring costs | 1,708 | 5,939 | 1,640 | 3,404 |
Facilities and other contract termination costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 25 | 1,300 | ||
Accrued restructuring costs | 0 | 433 | $ 71 | |
Brooks Semiconductor Solutions Group | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 2,200 | |||
Brooks Semiconductor Solutions Group | Facilities and other contract termination costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,300 | |||
Brooks Life Science Systems | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 1,300 | |||
Actions Initiated During and Prior to Fiscal Year 2017, Excluding Company-wide Actions | Brooks Semiconductor Solutions Group | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 2,600 | |||
Actions Initiated During and Prior to Fiscal Year 2017, Excluding Company-wide Actions | Brooks Life Science Systems | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 400 | |||
Streamline Service Operations, Initiated Fiscal Year 2017 | Brooks Semiconductor Solutions Group | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,600 | |||
Restructuring expected cost | 1,600 | |||
Accrued restructuring costs | 500 | |||
Actions Initiated During Fiscal Year 2016 | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 10,800 | |||
Actions Initiated During Fiscal Year 2016, Excluding Company-wide Actions | Brooks Semiconductor Solutions Group | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,000 | |||
Actions Initiated During Fiscal Year 2016, Excluding Company-wide Actions | Brooks Life Science Systems | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 3,100 | |||
Reduce Global Footprint and Streamline Cost Structure, Initiated Fiscal Year 2016 | Brooks Semiconductor Solutions Group | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 800 | 1,800 | ||
Accrued restructuring costs | 1,000 | |||
Restructuring cost incurred to date | 2,600 | |||
Integration of Contact Acquisition Initiated in Fiscal Year 2016 | Brooks Semiconductor Solutions Group | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 200 | |||
Streamlining Segment Structure, Integrating Acquisition, and Facility Closure, Initiated in Fiscal Year 2016 | Brooks Life Science Systems | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 200 | 3,100 | ||
Accrued restructuring costs | 0 | 500 | ||
Restructuring cost incurred to date | 3,300 | |||
Company-wide Action Initiated in Fiscal Year 2016 | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 300 | 5,800 | ||
Accrued restructuring costs | 0 | |||
Restructuring cost incurred to date | 6,100 | |||
Actions Initiated Prior to Fiscal Year 2016 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accrued restructuring costs | $ 0 | 200 | ||
Actions Initiated Prior to Fiscal Year 2016 | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,300 | |||
Actions Initiated Prior to Fiscal Year 2016 | Brooks Semiconductor Solutions Group | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,200 | |||
Maximum | Actions Initiated Prior to Fiscal Year 2016 | Brooks Life Science Systems | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 100 |
Restructuring and Other Char148
Restructuring and Other Charges - Activity Related to Restructuring Accruals (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | $ 5,939 | $ 2,073 | $ 3,475 |
Expenses | 3,226 | 12,039 | 4,713 |
Expenses, fiscal year 2015 | 4,417 | ||
Payments | (7,457) | (8,173) | (5,819) |
Ending Balance | 1,708 | 5,939 | 2,073 |
Facilities and other contract termination costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 0 | 433 | 71 |
Expenses | 25 | 1,300 | |
Expenses, fiscal year 2015 | 1,204 | ||
Payments | (458) | (842) | |
Ending Balance | 0 | 433 | |
Workforce-related termination benefits | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 5,939 | 1,640 | 3,404 |
Expenses | 3,226 | 12,014 | 3,400 |
Expenses, fiscal year 2015 | 3,213 | ||
Payments | (7,457) | (7,715) | (4,977) |
Ending Balance | $ 1,708 | $ 5,939 | $ 1,640 |
Restructuring and Other Char149
Restructuring and Other Charges - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Restructuring Reserve [Abstract] | ||||
Accrued restructuring costs | $ 1,708 | $ 5,939 | $ 2,073 | $ 3,475 |
Earnings per Share - Tabular Di
Earnings per Share - Tabular Disclosure (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |||
Net income (loss) | $ 62,612 | $ (69,476) | $ 14,221 |
Weighted average common shares outstanding used in computing basic earnings (losses) per share (in shares) | 69,575 | 68,507 | 67,411 |
Dilutive common stock options and restricted stock units (in shares) | 910 | 1,138 | |
Weighted average common shares outstanding used in computing diluted earnings (losses) per share (in shares) | 70,485 | 68,507 | 68,549 |
Basic net income (loss) per share (in dollars per share) | $ 0.90 | $ (1.01) | $ 0.21 |
Diluted net income (loss) per share (in dollars per share) | $ 0.89 | $ (1.01) | $ 0.21 |
Earnings per Share - Anti-dilut
Earnings per Share - Anti-dilutive Securities (Details) - shares | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restricted Stock Units (RSUs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of diluted earnings per share (in shares) | 9,500 | 859,000 | 120,000 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | Nov. 08, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 468,700 | 1,018,570 | 1,690,582 | 1,513,281 |
Significant Customers (Details)
Significant Customers (Details) - Credit Concentration Risk | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2015 | |
Sales Revenue, Net | Fiscal Year 2015, Major Customer, Consolidated Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (as a percent) | 12.00% | |
Accounts Receivable | Fiscal Year 2016, Major Customer, Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (as a percent) | 11.00% |
Segment and Geographic Infor154
Segment and Geographic Information - General Information (Details) - segment | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting [Abstract] | |||
Number of operating segments | 2 | 2 | 3 |
Number of reportable segments | 2 | 2 | 3 |
Segment and Geographic Infor155
Segment and Geographic Information - Financial Information for Business Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue | |||
Products | $ 533,624 | $ 421,783 | $ 457,411 |
Services | 159,261 | 138,540 | 95,297 |
Total revenue | 692,885 | 560,323 | 552,708 |
Gross profit | 267,404 | 198,081 | 189,105 |
Segment operating income (loss) | 64,113 | 4,238 | 16,890 |
Depreciation expense | 11,000 | 13,100 | 12,300 |
Total assets | 766,628 | 685,905 | |
Brooks Semiconductor Solutions Group | |||
Revenue | |||
Products | 466,871 | 375,237 | 406,579 |
Services | 77,305 | 76,973 | 78,058 |
Total revenue | 544,176 | 452,210 | 484,637 |
Gross profit | 212,652 | 159,018 | 171,379 |
Brooks Life Science Systems | |||
Revenue | |||
Products | 66,753 | 46,546 | 50,832 |
Services | 81,956 | 61,567 | 17,239 |
Total revenue | 148,709 | 108,113 | 68,071 |
Gross profit | 54,752 | 39,063 | 17,726 |
Operating Segments | |||
Revenue | |||
Segment operating income (loss) | 91,411 | 31,476 | 30,115 |
Depreciation expense | 9,746 | 8,284 | 5,607 |
Total assets | 632,074 | 565,452 | 427,979 |
Operating Segments | Brooks Semiconductor Solutions Group | |||
Revenue | |||
Segment operating income (loss) | 86,716 | 37,926 | 49,695 |
Depreciation expense | 5,052 | 4,788 | 4,312 |
Total assets | 325,408 | 317,717 | 317,069 |
Operating Segments | Brooks Life Science Systems | |||
Revenue | |||
Segment operating income (loss) | 4,695 | (6,451) | (19,580) |
Depreciation expense | 4,694 | 3,496 | 1,295 |
Total assets | $ 306,666 | $ 247,735 | $ 110,910 |
Segment and Geographic Infor156
Segment and Geographic Information - Reconciliation of Reportable Segment Operating Income (Loss) to Corresponding Consolidated Amounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | |||
Amortization of acquired intangible assets | $ 17,100 | $ 15,000 | $ 12,900 |
Restructuring Charges | 3,226 | 12,039 | 4,713 |
Total operating income (loss) | 64,113 | 4,238 | 16,890 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total operating income (loss) | 91,411 | 31,476 | 30,115 |
Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Amortization of acquired intangible assets | 13,929 | 10,799 | 7,656 |
Restructuring Charges | 3,226 | 12,039 | 4,713 |
Corporate, Non-Segment | |||
Segment Reporting Information [Line Items] | |||
Other unallocated corporate expenses | $ 10,143 | $ 4,400 | $ 856 |
Segment and Geographic Infor157
Segment and Geographic Information - Reconciliation of Reportable Segment Assets to Corresponding Consolidated Amounts (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Segment Reporting Information [Line Items] | |||
Assets | $ 766,628 | $ 685,905 | |
Cash, cash equivalents and marketable securities | 104,292 | 91,221 | |
Deferred tax assets | 1,692 | 1,982 | |
Equity method investments | 28,593 | 27,273 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Assets | 632,074 | 565,452 | $ 427,979 |
Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Equity method investments | $ 28,570 | $ 27,250 |
Segment and Geographic Infor158
Segment and Geographic Information - Net Revenues based upon Source of Order by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 692,885 | $ 560,323 | $ 552,708 |
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 242,331 | 209,727 | 199,103 |
UNITED STATES | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 240,600 | 208,300 | 197,400 |
Asia/Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 327,864 | 247,241 | 231,840 |
United Kingdom | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 42,138 | 36,611 | 32,160 |
Rest of Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 80,552 | $ 66,744 | $ 89,605 |
Segment and Geographic Infor159
Segment and Geographic Information - Long-Lived Assets, Consisting of Property, Plant and Equipment by Geographic Area (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | $ 58,462 | $ 54,885 |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 52,235 | 49,505 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 52,000 | 49,300 |
Asia/Pacific | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 676 | 952 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | $ 5,551 | $ 4,428 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Assets: | ||
Available-for-sale securities | $ 2,670 | $ 6,135 |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Cash equivalents | 45 | 143 |
Available-for-sale securities | 2,670 | 6,135 |
Foreign exchange contracts | 4 | 5 |
Total Assets | 2,719 | 12,102 |
Liabilities: | ||
Contingent consideration | 500 | |
Foreign exchange contracts | 146 | 96 |
Total Liabilities | 146 | 596 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Cash equivalents | 42 | 98 |
Total Assets | 42 | 98 |
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Cash equivalents | 3 | 45 |
Available-for-sale securities | 2,670 | 6,135 |
Foreign exchange contracts | 4 | 5 |
Total Assets | 2,677 | 6,185 |
Liabilities: | ||
Foreign exchange contracts | 146 | 96 |
Total Liabilities | $ 146 | 96 |
Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Total Assets | 5,819 | |
Liabilities: | ||
Contingent consideration | 500 | |
Total Liabilities | 500 | |
Convertible Debt Securities | Fair Value, Measurements, Recurring | ||
Assets: | ||
Convertible debt securities | 5,774 | |
Convertible Debt Securities | Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Convertible debt securities | 5,774 | |
Warrants | Fair Value, Measurements, Recurring | ||
Assets: | ||
Stock warrant | 45 | |
Warrants | Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Stock warrant | $ 45 |
Fair Value Measurements - Settl
Fair Value Measurements - Settlement of Convertible Debt Securities and Stock Warrant (Details) $ in Millions | Nov. 28, 2016USD ($) |
Convertible Debt Securities | Other Nonoperating Income (Expense) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Loss on settlement of financial instruments | $ 0.2 |
Fair Value Measurements - Cash
Fair Value Measurements - Cash Equivalents (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Assets: | ||
Cash equivalents | $ 45 | $ 143 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 42 | 98 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Funds | ||
Assets: | ||
Cash equivalents | 100 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Funds | Maximum | ||
Assets: | ||
Cash equivalents | 100 | |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 3 | 45 |
Significant Other Observable Inputs (Level 2) | Certificates of Deposit | Maximum | ||
Assets: | ||
Cash equivalents | $ 100 | $ 100 |
Fair Value Measurements - Avail
Fair Value Measurements - Available For Sale Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Assets: | ||
Available-for-sale securities | $ 2,670 | $ 6,135 |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Available-for-sale securities | 2,670 | 6,135 |
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Available-for-sale securities | $ 2,670 | $ 6,135 |
Fair Value Measurements - Forei
Fair Value Measurements - Foreign Exchange Contracts (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Assets: | ||
Foreign exchange contracts | $ 4 | $ 5 |
Liabilities: | ||
Foreign exchange contracts | 146 | 96 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Foreign exchange contracts | 4 | 5 |
Liabilities: | ||
Foreign exchange contracts | $ 146 | $ 96 |
Fair Value Measurements - Conve
Fair Value Measurements - Convertible Debt Securities (Details) - Convertible Debt Securities - USD ($) $ / shares in Units, $ in Thousands | Nov. 28, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Assets: | |||
Discount rate (as a percent) | 23.00% | ||
Risk-adjusted discount rate (as a percent) | 23.00% | ||
Share price (in dollars per share) | $ 1.76 | ||
Expected volatility rate (as a percent) | 55.00% | ||
Fair Value, Measurements, Recurring | |||
Assets: | |||
Convertible debt securities | $ 5,774 | ||
Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | |||
Assets: | |||
Convertible debt securities | $ 5,774 | ||
Minimum | |||
Assets: | |||
Payout period (in years) | 1 year 6 months | ||
Risk free interest rate (as a percent) | 0.96% | ||
Expected payoff period (in years) | 1 year 6 months | ||
Maximum | |||
Assets: | |||
Payout period (in years) | 3 years 2 months 12 days | ||
Risk free interest rate (as a percent) | 1.39% | ||
Expected payoff period (in years) | 3 years 22 days | ||
Other Nonoperating Income (Expense) | |||
Assets: | |||
Loss on settlement of financial instruments | $ 200 | ||
BioCision, LLC | |||
Assets: | |||
Convertible debt securities, carrying value | 5,800 | ||
BioCision, LLC | Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | |||
Assets: | |||
Convertible debt securities | $ 5,600 |
Fair Value Measurements - Stock
Fair Value Measurements - Stock Warrant (Details) - Warrants - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Nov. 28, 2016 | Sep. 30, 2016 |
Assets: | ||
Stock warrant | $ 45 | |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Stock warrant | 45 | |
BioCision, LLC | Maximum | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Stock warrant | $ 100 | $ 100 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration (Details) - Fair Value, Measurements, Recurring $ in Thousands | Sep. 30, 2016USD ($) |
Liabilities: | |
Contingent consideration | $ 500 |
Significant Unobservable Inputs (Level 3) | |
Liabilities: | |
Contingent consideration | $ 500 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Assets and Liabilities Measured Using Significant Unobservable Inputs (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Total, balance at beginning of period | $ 6,319 |
Total, change in fair value | (231) |
Total, settlements | (6,088) |
Total, balance at end of period | 0 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | 500 |
Change in fair value | 0 |
Settlements | (500) |
Balance at end of period | 0 |
Convertible Debt Securities | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | 5,774 |
Change in fair value | (194) |
Settlements | (5,580) |
Balance at end of period | 0 |
Warrants | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | 45 |
Change in fair value | (37) |
Settlements | (8) |
Balance at end of period | $ 0 |
Fair Value Measurements - Nonre
Fair Value Measurements - Nonrecurring Fair Value Measurements - Loan Receivable (Details) - USD ($) $ in Millions | Nov. 28, 2016 | Sep. 30, 2016 |
Fair Value, Measurements, Nonrecurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loan receivable, fair value | $ 1.6 | |
Other Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loan receivable, carrying value | $ 1.6 | $ 1.5 |
Fair Value Measurements - No170
Fair Value Measurements - Nonrecurring Fair Value Measurements - Equity Method Investment (Details) - USD ($) $ in Thousands | Nov. 28, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity method investments | $ 28,593 | $ 27,273 | |
BioCision, LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity method investments | $ 1,200 | $ 1,700 | |
BioCision, LLC | Equity Method Investments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity value | $ 6,500 | ||
Expected volatility rate (as a percent) | 80.00% | ||
Expected payoff period (in years) | 1 year 6 months | ||
Risk free interest rate (as a percent) | 0.96% | ||
BioCision, LLC | Fair Value, Measurements, Nonrecurring | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity method investments, fair value | $ 3,100 |
Commitments and Contingencies -
Commitments and Contingencies - Rent Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Leases, Rent Expense, Net [Abstract] | |||
Rental expense under operating leases | $ 4.4 | $ 4.9 | $ 6.5 |
Commitments and Contingencie172
Commitments and Contingencies - Operating Lease Commitments (Details) | 1 Months Ended | 12 Months Ended |
Mar. 31, 2019ft²item | Sep. 30, 2017ft²item | |
Lease Arrangement, Indianapolis, Indiana, August 2017 to September 2023 | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Area leased (in sq. ft.) | 85,000 | |
Lease term | 6 years | |
Lease renewal term | 5 years | |
Number of renewal terms | item | 3 | |
Lease Arrangement, Indianapolis, Indiana, March 2019 to September 2023 | Scenario, Forecast | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Area leased (in sq. ft.) | 13,000 | |
Lease term | 4 years 6 months | |
Lease renewal term | 5 years | |
Number of renewal terms | item | 3 | |
Lease Arrangement, Fremont, California | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Area leased (in sq. ft.) | 45,000 | |
Lease renewal term | 5 years | |
Number of renewal terms | item | 2 | |
Lease Arrangement, Manchester, United Kingdom | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Area leased (in sq. ft.) | 45,000 | |
Lease renewal term | 5 years |
Commitments and Contingencie173
Commitments and Contingencies - Future Minimum Lease Commitments on Non-Cancelable Operating Leases, Lease Income and Sublease Income (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Gross Payments | |
2,018 | $ 3,739 |
2,019 | 3,182 |
2,020 | 1,791 |
2,021 | 1,535 |
2,022 | 1,549 |
Thereafter | 9,066 |
Gross Payments | 20,862 |
Scheduled Sublease Payments | |
2,018 | 54 |
2,019 | 9 |
Scheduled Sublease Payments | 63 |
Net Payments | |
2,018 | 3,685 |
2,019 | 3,173 |
2,020 | 1,791 |
2,021 | 1,535 |
2,022 | 1,549 |
Thereafter | 9,066 |
Operating Leases, Future Minimum Payments Due, Total | $ 20,799 |
Commitments and Contingencie174
Commitments and Contingencies - Operating Lease Commitments - Mexico Facility (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Property Subject to or Available for Operating Lease [Line Items] | |
Non-cancelable obligations, operating lease | $ 20,799 |
Lease Arrangement, Mexico Facility | |
Property Subject to or Available for Operating Lease [Line Items] | |
Non-cancelable obligations, operating lease | $ 1,000 |
Commitments and Contingencie175
Commitments and Contingencies - Letters of Credit (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding letters of credit | $ 3.5 | $ 2 |
Commitments and Contingencie176
Commitments and Contingencies - Purchase Commitments (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Non-cancellable Contracts and Purchase Orders for Inventory | ||
Other Commitments [Line Items] | ||
Other Commitment | $ 122 | $ 101.4 |
Commitments and Contingencie177
Commitments and Contingencies - Contingencies (Details) - Employee Stock - USD ($) $ / shares in Units, $ in Millions | Jul. 29, 2016 | Jan. 29, 2016 | Sep. 30, 2017 | Jul. 29, 2016 | Jul. 31, 2017 | Sep. 30, 2016 | Jul. 31, 2017 | Aug. 01, 2017 | Feb. 08, 2012 | Feb. 07, 2012 | Feb. 22, 1996 |
Loss Contingency [Abstract] | |||||||||||
Shares issued under employee stock purchase plan (in shares) | 117,179 | 118,548 | 0 | 235,727 | 162,360 | 3,949,432 | |||||
Share price (in dollars per share) | $ 8.02 | $ 8 | $ 8.02 | ||||||||
Shares issued under employee stock purchase plan, value | $ 1.9 | $ 2 | |||||||||
Commissions or other fees paid | $ 0 | ||||||||||
Shares authorized (in shares) | 1,000,000 | 1,250,000 | 4,000,000 | 3,000,000 | 3,000,000 | ||||||
Employee Stock Purchase Plan, Rescission Rights | |||||||||||
Loss Contingency [Abstract] | |||||||||||
Rescission rights, shares purchased, period | 12 months |
Subsequent Events - Senior Secu
Subsequent Events - Senior Secured Term Loan Facility - General Information (Details) - Secured Debt - Line of Credit - Senior Secured Term Loan Facility $ in Millions | Oct. 04, 2017USD ($) | Sep. 30, 2017USD ($) |
Subsequent Event [Line Items] | ||
Deferred finance costs, net | $ 0.4 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Term loan | $ 200 | |
Debt issued at discount | $ 197.6 | |
Percentage of par (as a percent) | 98.80% | |
Discount | $ 2.4 | |
Discount percentage (as a percent) | 1.20% | |
Aggregate increase amount | $ 75 | |
Maximum secured leverage ratio | 3 |
Subsequent Events - Senior S179
Subsequent Events - Senior Secured Term Loan Facility - Interest Rate (Details) - Secured Debt - Line of Credit - Senior Secured Term Loan Facility - Subsequent Event | Oct. 04, 2017 |
Eurodollar | |
Subsequent Event [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 2.50% |
Base Rate | |
Subsequent Event [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 1.50% |
Federal Funds Rate | |
Subsequent Event [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 0.50% |
Prime Rate | |
Subsequent Event [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 1.00% |
London Interbank Offered Rate (LIBOR) | |
Subsequent Event [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 1.00% |
Subsequent Events - Senior S180
Subsequent Events - Senior Secured Term Loan Facility - Additional Information (Details) - Secured Debt - Line of Credit - Senior Secured Term Loan Facility - Subsequent Event | Oct. 04, 2017 |
Subsequent Event [Line Items] | |
Installment payment percentage (as a percent) | 0.25% |
Premium percentage during first six months of loan term (as a percent) | 1.00% |
Prepayment percentage (as a percent) | 50.00% |
Interest rate above applicable rate (as a percent) | 2.00% |
Subsequent Events - Acquisition
Subsequent Events - Acquisition (Details) $ in Millions | Oct. 05, 2017USD ($) |
4titude Limited | Subsequent Event | |
Subsequent Event [Line Items] | |
Total purchase price | $ 65.5 |
Subsequent Events - Other (Deta
Subsequent Events - Other (Details) - $ / shares | Nov. 08, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Subsequent Event [Line Items] | ||||
Cash dividend declared (in dollars per share) | $ 0.40 | $ 0.40 | $ 0.40 | |
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Cash dividend declared (in dollars per share) | $ 0.10 | |||
Cash dividend declared, payment date | Dec. 22, 2017 | |||
Cash dividend declared, record date | Dec. 1, 2017 |