Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2018 | Apr. 26, 2018 | |
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-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 70,539,856 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Current assets | ||
Cash and cash equivalents | $ 194,016 | $ 101,622 |
Marketable securities | 40,655 | 28 |
Accounts receivable, net | 141,501 | 120,828 |
Inventories | 126,594 | 106,395 |
Prepaid expenses and other current assets | 26,803 | 23,138 |
Total current assets | 529,569 | 352,011 |
Property, plant and equipment, net | 60,700 | 58,462 |
Long-term marketable securities | 10,508 | 2,642 |
Long-term deferred tax assets | 47,572 | 1,692 |
Goodwill | 275,228 | 233,638 |
Intangible assets, net | 102,182 | 83,520 |
Equity method investment | 35,134 | 28,593 |
Other assets | 5,648 | 6,070 |
Total assets | 1,066,541 | 766,628 |
Current liabilities | ||
Current portion of long term debt | 2,000 | |
Accounts payable | 65,110 | 49,100 |
Deferred revenue | 22,067 | 24,292 |
Accrued warranty and retrofit costs | 8,289 | 8,054 |
Accrued compensation and benefits | 23,105 | 27,065 |
Accrued restructuring costs | 416 | 1,708 |
Accrued income taxes payable | 8,713 | 11,417 |
Accrued expenses and other current liabilities | 28,716 | 25,142 |
Total current liabilities | 158,416 | 146,778 |
Long-term debt | 194,870 | |
Long-term tax reserves | 1,428 | 1,687 |
Long-term deferred tax liabilities | 6,308 | 3,748 |
Long-term pension liabilities | 2,081 | 1,979 |
Other long-term liabilities | 5,605 | 4,792 |
Total liabilities | 368,708 | 158,984 |
Commitments and contingencies (Note 16) | ||
Stockholders' Equity | ||
Preferred stock, $0.01 par value - 1,000,000 shares authorized, no shares issued or outstanding | ||
Common stock, $0.01 par value - 125,000,000 shares authorized, 84,001,725 shares issued and 70,539,856 shares outstanding at March 31, 2018, 83,294,848 shares issued and 69,832,979 shares outstanding at September 30, 2017 | 840 | 833 |
Additional paid-in capital | 1,886,435 | 1,874,918 |
Accumulated other comprehensive income | 24,497 | 15,213 |
Treasury stock, at cost- 13,461,869 shares | (200,956) | (200,956) |
Accumulated deficit | (1,012,983) | (1,082,364) |
Total stockholders' equity | 697,833 | 607,644 |
Total liabilities and stockholders' equity | $ 1,066,541 | $ 766,628 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2018 | Sep. 30, 2017 |
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 | 84,001,725 | 83,294,848 |
Common stock, shares outstanding | 70,539,856 | 69,832,979 |
Treasury stock, shares | 13,461,869 | 13,461,869 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue | ||||
Products | $ 160,491 | $ 132,613 | $ 302,675 | $ 254,727 |
Services | 46,769 | 36,720 | 93,913 | 74,561 |
Total revenue | 207,260 | 169,333 | 396,588 | 329,288 |
Cost of revenue | ||||
Products | 94,358 | 82,023 | 178,534 | 157,701 |
Services | 28,673 | 22,786 | 58,610 | 50,120 |
Total cost of revenue | 123,031 | 104,809 | 237,144 | 207,821 |
Gross profit | 84,229 | 64,524 | 159,444 | 121,467 |
Operating expenses | ||||
Research and development | 13,125 | 11,345 | 26,324 | 22,190 |
Selling, general and administrative | 47,236 | 37,518 | 88,412 | 69,479 |
Restructuring charges | 49 | 860 | 49 | 1,835 |
Total operating expenses | 60,410 | 49,723 | 114,785 | 93,504 |
Operating income | 23,819 | 14,801 | 44,659 | 27,963 |
Interest income | 356 | 227 | 504 | 294 |
Interest expense | (2,196) | (97) | (4,377) | (193) |
Gain on settlement of equity method investment | 1,847 | |||
Other expenses, net | (261) | (283) | (1,912) | (534) |
Income before income taxes and earnings of equity method investments | 21,718 | 14,648 | 38,874 | 29,377 |
Income tax (benefit) provision | (43,880) | 3,420 | (41,030) | 6,220 |
Income before equity in earnings of equity method investments | 65,598 | 11,228 | 79,904 | 23,157 |
Equity in earnings of equity method investments | 1,422 | 2,777 | 3,602 | 4,719 |
Net income | $ 67,020 | $ 14,005 | $ 83,506 | $ 27,876 |
Basic net income per share (in dollars per share) | $ 0.95 | $ 0.20 | $ 1.19 | $ 0.40 |
Diluted net income per share (in dollars per share) | 0.95 | 0.20 | 1.18 | 0.40 |
Dividend declared per share (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.20 |
Weighted average shares used in computing net income per share: | ||||
Basic (in shares) | 70,220 | 69,600 | 70,340 | 69,388 |
Diluted (in shares) | 70,613 | 70,149 | 70,908 | 70,073 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 67,020 | $ 14,005 | $ 83,506 | $ 27,876 |
Other comprehensive income (loss), net of tax: | ||||
Cumulative foreign currency translation adjustments | 5,154 | 5,347 | 9,287 | (4,756) |
Unrealized gains (losses) on marketable securities, net of tax effects of $0 during each of the three and six months ended March 31, 2018, and $0 during each of the three and six months ended March 31, 2017 | 9 | (2) | ||
Actuarial gains (losses), net of tax effects of $0 and ($2) during the three and six months ended March 31, 2018, $3 and $5 during the three and six months ended March 31, 2017 | 6 | (16) | (3) | (6) |
Total other comprehensive income (loss), net of tax | 5,160 | 5,340 | 9,284 | (4,764) |
Comprehensive income | $ 72,180 | $ 19,345 | $ 92,790 | $ 23,112 |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gains (losses) on marketable securities, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Actuarial gains (losses), tax | $ 0 | $ 3 | $ (2) | $ 5 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities | ||
Net income | $ 83,506 | $ 27,876 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 17,634 | 13,730 |
Gain on settlement of equity method investment | (1,847) | |
Stock-based compensation | 10,129 | 6,884 |
Amortization of premium on marketable securities and deferred financing costs | 217 | 28 |
Earnings of equity method investments | (3,602) | (4,719) |
Loss recovery on insurance claim | (1,103) | |
Deferred income tax benefit | (49,156) | 334 |
Other gains on disposals of assets | (117) | |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (16,949) | (9,672) |
Inventories | (16,233) | (7,341) |
Prepaid expenses and other current assets | (17,248) | (2,256) |
Accounts payable | 14,899 | 10,072 |
Deferred revenue | (2,783) | 14,425 |
Accrued warranty and retrofit costs | (16) | 792 |
Accrued compensation and tax withholdings | (4,151) | (1,799) |
Accrued restructuring costs | (1,336) | (3,799) |
Accrued expenses and other current liabilities | 9,619 | 707 |
Net cash provided by operating activities | 23,427 | 43,298 |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (5,675) | (5,153) |
Purchases of marketable securities | (49,560) | |
Sales and maturities of marketable securities | 100 | |
Acquisitions, net of cash acquired | (64,988) | (5,346) |
Purchases of other investments | (170) | |
Proceeds from sales of property, plant and equipment | 200 | |
Net cash used in investing activities | (119,923) | (10,669) |
Cash flows from financing activities | ||
Proceeds from term loan | 197,554 | |
Proceeds from issuance of common stock | 1,395 | 960 |
Payment of deferred financing costs | (318) | (27) |
Repayment of term loan | (500) | |
Common stock dividends paid | (14,125) | (13,945) |
Net cash provided by (used in) financing activities | 184,006 | (13,012) |
Effects of exchange rate changes on cash and cash equivalents | 4,884 | (764) |
Net increase in cash and cash equivalents | 92,394 | 18,853 |
Cash and cash equivalents, beginning of period | 101,622 | 85,086 |
Cash and cash equivalents, end of period | 194,016 | 103,939 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property, plant and equipment included in accounts payable | $ 716 | 543 |
Fair value of non-cash consideration for the acquisition of Cool Lab, LLC | $ 10,348 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The unaudited consolidated financial statements of Brooks Automation, Inc. and its subsidiaries (“Brooks”, or the “Company”) included herein have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all material adjustments, which are of a normal and recurring nature and necessary for a fair statement of the financial position and results of operations and cash flows for the periods presented, have been reflected in the accompanying unaudited consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted and, accordingly, the accompanying financial information should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10‑K filed with the United States Securities and Exchange Commission (the “SEC”) for the fiscal year ended September 30, 2017 (the "2017 Annual Report on Form 10‑K"). The accompanying Consolidated Balance Sheet as of September 30, 2017 was derived from the audited annual consolidated financial statements as of the period then ended. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of unaudited consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates are associated with accounts receivable, inventories, goodwill, intangible assets other than goodwill, long-lived assets, derivative financial instruments, deferred income taxes, warranty obligations, revenue recognized using the percentage of completion method, pension obligations and stock-based compensation expense. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances, future projections that management believes to be reasonable under the circumstances. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they occur and become known. Foreign Currency Translation Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Foreign currency exchange losses generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other expenses, net” in the Company’s unaudited Consolidated Statements of Operations. Net foreign currency transaction and remeasurement losses totaled $ 0.5 million and $0.4 million, respectively, during the three months ended March 31, 2018 and 2017 and $2.5 million and $1.0 million, respectively, during the six months ended March 31, 2018 and 2017. 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. The Company enters into foreign exchange contracts to reduce its exposure to currency fluctuations. The forward contract arrangements that the Company enters into typically mature in three months or less. These transactions do not qualify for hedge accounting. Net gains and losses related to these contracts are recorded as a component of "Other expenses, net" in the accompanying unaudited Consolidated Statements of Operations and are as follows for the three and six months ended March 31, 2018 and 2017 (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2018 2017 2018 2017 Realized gains (losses) on derivatives not designated as hedging instruments $ (4,548) $ 406 $ (6,221) $ (597) The fair values of the forward contracts are recorded in the Company’s accompanying unaudited Consolidated Balance Sheets as "Prepaid expenses and other current assets" and "Accrued expenses and other current liabilities". Foreign exchange contract assets and liabilities are measured and reported at fair value based on observable market inputs and classified within Level 2 of the fair value hierarchy due to a lack of an active market for these contracts. Fair Value Measurements The Company measures at fair value certain financial assets and liabilities, including cash equivalants and available for sale securities. FASB Accounring Standards Codification (“the ASC”) 820, Fair Value Measurement and Disclosures , establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. 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. As of March 31, 2018, the Company had no assets or liabilities measured and recorded at fair value on a recurring basis using Level 3 inputs. Recently Issued Accounting Pronouncements In March 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , an amendment of the FASB Accounting Standards Codification. This ASU gives entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform to retained earnings. The entities have the option to apply the guidance retrospectively or in the period of adoption. The guidance requires entities to make new disclosures, regardless of whether they elect to reclassify tax effects. The guidance is effective for fiscal years beginning after December 15 2018, and interim periods within those fiscal years. Early adoption in any period is permitted. The Company expects to adopt the guidance during the first quarter of fiscal year 2020 and is evaluating the effect that ASU 2018-02 will have on our consolidated financial statements and related disclosures. In February 2016, the FASB issued new accounting guidance for reporting lease transactions. In accordance with the provisions of the newly issued guidance, a lessee should recognize at the inception of the arrangement a right-of-use asset and a corresponding lease liability initially measured at the present value of lease payments over the lease term. 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 a 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 June 2016, the FASB issued new accounting guidance for reporting credit losses. The new guidance introduces a new "expected loss" impairment model that 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 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. 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 has established an implementation team to analyze its current portfolio of customer contracts and determine the impact of adopting the guidance. The implementation team is also responsible for evaluating and designing the necessary changes to the Company’s business processes, policies, systems and controls to support recognition and disclosure under the new guidance. The Company has established a project plan and substantially completed its preliminary contract assessment. The results of this assessment are currently being analyzed to determine the final impact of adoption on the Company’s operations, consolidated financial statements, and related disclosures. The Company is currently in the process of completing this assessment and quantifying the implications of the new guidance adoption. Based on the preliminary assessment, the Company anticipates that the new guidance will impact the timing of revenue recognition for a portion of its life science revenue which is currently accounted for under the percentage of completion method. The Company may be required to recognize revenue for a portion of these arrangements at the point in time it satisfies performance obligations by transferring control over promised deliverables to customers in accordance with the contractual terms of each arrangement. Additionally, revenue generated from the sale of perpetual or term licenses may be required to be recognized at the point in time control is transferred to customers upon license delivery. Other For further information with regard to the Company’s Significant Accounting Policies, please refer to Note 2 "Summary of Significant Accounting Policies" to the Company’s consolidated financial statements included in the 2017 Annual Report on Form 10‑K. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Mar. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 3. Marketable Securities The Company invests in marketable securities that are classified as available-for-sale and records them at fair value in the Company’s unaudited 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. 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. 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 March 31, 2018 and September 30, 2017 (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Losses Gains Fair Value March 31, 2018 : U.S. Treasury securities and obligations of U.S. government agencies $ 31,870 $ (56) $ — $ 31,814 Bank certificates of deposits 6,158 — 2 6,160 Corporate securities 6,426 (17) — 6,409 Municipal securities 6,761 (10) — 6,751 Other debt securities 29 — — 29 $ 51,244 $ (83) $ 2 $ 51,163 September 30, 2017 : Corporate securities $ 2,642 $ — $ — $ 2,642 Other debt securities 28 — — 28 $ 2,670 $ — $ — $ 2,670 The fair values of the marketable securities by contractual maturities at March 31, 2018 are presented below (in thousands): Fair Value Due in one year or less $ 40,655 Due after one year through five years 7,785 Due after five year through ten years — Due after ten years 2,723 Total marketable securities $ 51,163 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 its fair value and recognizes the credit loss in earnings and the non-credit loss in accumulated other comprehensive income or loss. As of March 31, 2018, the aggregate fair value of the marketable securities in an unrealized loss position was $39.7 million and was comprised of U.S. Treasury securities and obligations of U.S. government agencies, U.S. corporate securities, municipal securities and bank certificates of deposits. There were no marketable securities in an unrealized loss position as of September 30, 2017. Cash equivalents of $51.2 million and less than $0.1 million, respectively, at March 31, 2018 and September 30, 2017 consist of money market funds and are classified within Level 1 of fair value hierarchy because they are valued using quoted market prices in active markets. Cash equivalents of $0.5 million and less than $0.1 million, respectively at March 31, 2018 and September 30, 2017 consist primarily of bank certificates of deposits with original maturities of less than 90 days and are classified within Level 2 of the fair value hierarchy because they are not actively traded. |
Acquisitions
Acquisitions | 6 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions Acquisitions Completed in Fiscal Year 2018 Acquisition of 4titude Limited 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. The acquisition of 4titude will expand the Company’s existing offerings of consumables and instruments within the Brooks Life Sciences segment. The aggregate purchase price of $65.1 million, net of cash acquired, consisted primarily of a cash payment of $64.8 million subject to working capital adjustments and the assumption of the seller’s liabilities of $0.4 million. The Company used a market participant approach to record the assets acquired and liabilities assumed in the 4titude acquisition. The purchase price allocation is based on a preliminary valuation and is 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. The preliminary amounts recorded were as follows (in thousands): Fair Value of Assets and Liabilities Accounts receivable (approximates contractual value) $ 1,581 Inventories 2,667 Prepaid expenses and other current assets 140 Property, plant and equipment 1,555 Intangible assets 27,212 Goodwill 38,185 Accounts payable (286) Accrued liabilities (845) Deferred tax liabilities (5,090) Total purchase price, net of cash acquired $ 65,119 Fair values of intangible assets acquired consisted of customer relationships of $21.4 million, completed technology of $5.2 million, backlog of $0.4 million and trademarks of $0.2 million. The Company used the income approach in accordance with the excess-earnings method to estimate the fair values of customer relationships, backlog and trademarks equal to the present value of the after-tax cash flows attributable to each intangible asset. 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 13 years for completed technology, 10 years for customer relationship intangible assets, 1 year for backlog and 1 year for trademarks. The intangible assets acquired are amortized over the total weighted average period of 10.4 years using methods that approximate the pattern in which the economic benefits are expected to be realized. At the closing of the acquisition of 4titude, a cash payment of $0.4 million was placed into escrow which was ascribed to the purchase price. The escrow was related to potential working capital adjustments and the sellers’ satisfaction of general representations and warranties. The escrow balance was $0.2 million as of March 31, 2018. Goodwill represents the excess of the consideration paid over the fair value of the net assets acquired and has been assigned to the Brooks Life Sciences segment. Goodwill is primarily the result of expected synergies from combining the operations of 4titude with the Company’s operations and is not deductible for tax purposes. The operating results of 4titude have been reflected in the results of operations for the Brooks Life Sciences segment from the date of the acquisition, which included approximately six months of activity during the first two quarter of fiscal year 2018. During the three months ended March 31, 2018, revenue and net loss from 4titude recognized in the Company’s results of operations were $4.3 million and less than $0.1 million, respectively. During the six months ended March 31, 2018, revenue and net loss from 4titude recognized in the Company’s results of operations were $7.8 million and $1.2 million, respectively. During the six months ended March 31, 2018, the net loss included non-recurring charges of $1.2 million related to the step-up in value of the acquired inventories. During the three and six months ended March 31, 2018, the net loss included recurring charges of $1.0 million and $2.1 million, respectively, related to amortization expense of acquired intangible assets. During the three and six months ended March 31, 2018, the Company incurred $0.5 million and $1.0 million, respectively, in non-recurring transaction costs with respect to the 4titude acquisition which were recorded in "Selling, general and administrative" expenses within the accompanying unaudited Consolidated Statements of Operations. The Company did not present a pro forma information summary for its consolidated results of operations for the three and six months ended March 31, 2018 and 2017 as if the acquisition of 4titude occurred on October 1, 2016 because such results were immaterial. 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 Company paid to the sellers cash consideration of $34.3 million, net of cash acquired and subject to working capital adjustments. As of December 31, 2017, the purchase price allocation is based on a preliminary valuation and subject to further adjustments when the Company obtains additional information during the measurement period. 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. As of March 31, 2018, the escrow balance related to satisfaction of the sellers' indemnification obligations was $2.7 million, and the Novare escrow balance had been released. The operating results of PBMMI have been reflected in the results of operations for the Brooks Life Sciences segment from the date of the acquisition. During the three months ended March 31, 2018, revenue and net loss from PBMMI recognized in the Company’s results of operations were $2.5 million and less than $0.1 million, respectively. During the six months ended March 31, 2018, revenue and net loss from PBMMI recognized in the Company’s results of operations were $4.8 million and $0.1 million, respectively. During the three and six months ended March 31, 2018, the net loss included recurring charges of $0.4 million and $0.8 million, respectively, related to amortization expense of acquired intangible assets. Please refer to Note 3, "Acquisitions" to the Company's consolidated financial statements included in the 2017 Annual Report on Form 10-K for further information on PBMMI acquisition. 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. The Company used a market participant approach to record the assets acquired and liabilities assumed in the Cool Lab acquisition. The purchase price allocation were finalized as of March 31, 2018. Please refer to Note 3, “Acquisitions” to the Company’s consolidated financial statements included in the 2017 Annual Report on Form 10-K for further information on this transaction. The Company recorded a liability of $0.7 million in the purchase price allocation that represented a preacquisition 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 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 $0.8 million and $0.7 million, respectively, at March 31, 2018 and September 30, 2017. The operating results of Cool Lab have been reflected in the results of operations for the Brooks Life Sciences segment from the date of the acquisition, which included approximately one month of activity during the first quarter of fiscal year 201 7 . During the three months ended March 31, 2018, revenue and net loss from Cool Lab recognized in the Company’s results of operations were $0.6 million and $0.2 million, respectively. During the six months ended March 31, 2018 , revenue and net loss from Cool Lab recognized in the Company’s results of operations were $1.6 million and $0.2 million, respectively. During the three and six months ended March 31, 2018, the net loss included recurring charges of $0.4 million and $0.8 million, respectively, related to amortization expense of acquired intangible assets. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. 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 as its annual goodwill impairment assessment date and performs additional impairment tests if triggering events occur. If events occur or circumstances change that would more likely than not reduce fair values of the reporting units below their carrying values, goodwill will be evaluated for impairment between annual tests. No triggering events indicating goodwill impairment occurred during the six months ended March 31, 2018. Please refer to Note 6, "Goodwill and Intangible Assets" to the Company's consolidated financial statements included in the 2017 Annual Report on Form 10-K for further information on the goodwill impairment testing performed during fiscal year 2017. The components of the Company’s goodwill by operating segment at March 31, 2018 and September 30, 2017 are as follows (in thousands): Brooks Semiconductor Solutions Brooks Group Life Sciences Other Total 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 Acquisitions and adjustments 72 41,518 — 41,590 Gross goodwill, at March 31, 2018 655,834 208,338 26,014 890,186 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at March 31, 2018 $ 66,890 $ 208,338 $ — $ 275,228 During the six months ended March 31, 2018, the Company recorded a goodwill increase of $41.6 million primarily related to the acquisition of 4titude which represented the excess of the consideration transferred over the fair value of the net assets acquired. Please refer to the Note 4 "Acquisitions" for further information on this transaction. The components of the Company’s identifiable intangible assets as of March 31, 2018 and September 30, 2017 are as follows (in thousands): March 31, 2018 September 30, 2017 Accumulated Net Book Accumulated Net Book Cost Amortization Value Cost Amortization Value Patents $ 9,028 $ 7,883 $ 1,145 $ 9,028 $ 7,729 $ 1,299 Completed technology 67,510 56,686 10,824 61,662 54,777 6,885 Trademarks and trade names 9,417 5,522 3,895 9,244 4,969 4,275 Customer relationships 154,844 68,526 86,318 130,655 59,594 71,061 $ 240,799 $ 138,617 $ 102,182 $ 210,589 $ 127,069 $ 83,520 Amortization expense for intangible assets was $11.1 million and $8.4 million, respectively, during the six months ended March 31, 2018 and 2017. Estimated future amortization expense for the intangible assets for the remainder of fiscal year 2018 and the subsequent four fiscal years is as follows (in thousands): Fiscal year ended September 30, 2018 $ 11,045 2019 20,853 2020 19,009 2021 13,248 2022 10,553 Thereafter 27,474 $ 102,182 |
Equity Method Investments
Equity Method Investments | 6 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | 6. Equity Method 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 in its results of operations with a corresponding increase 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 $35.1 million and $28.6 million, respectively, at March 31, 2018 and September 30, 2017. During the three months ended March 31, 2018 and 2017, the Company recorded income of $1.4 million and $2.8 million, respectively, representing its proportionate share of UCI’s earnings. During the six months ended March 31, 2018 and 2017, the Company recorded income of $3.6 million and $5.2 million, respectively, representing its proportionate share of UCI’s earnings. Management fee payments received by the Company from UCI were $0.3 million and $0.2 million during the three months ended March 31, 2018 and 2017. Management fee payments received by the Company from UCI were $0.5 million during each of the six months ended March 31, 2018 and 2017. |
Line of Credit
Line of Credit | 6 Months Ended |
Mar. 31, 2018 | |
Credit Agreement | |
Line of Credit Facility [Line Items] | |
Line of Credit | 7. Line of Credit The Company maintains a revolving line of credit with Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A that provides for revolving credit financing of up to $75.0 million, subject to borrowing base availability, as defined in the line of credit agreement. The line of credit matures on October 4, 2022 and expires no less than 90 days prior to the term loan expiration. The proceeds from the line of credit are available for permitted acquisitions and general corporate purposes. On October 4, 2017, the Company entered into a $200.0 million Senior Secured Term Loan Facility (the “term loan”) with Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC (collectively, the “lenders”). Coincident with the entry into the 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. 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 8, “Debt”, for further information on the term loan transaction . There were no amounts outstanding under the line of credit as of March 31, 2018 and September 30, 2017. 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 unaudited Consolidated Balance Sheets. At March 31, 2018 and September 30, 2017, deferred financing costs were $0.6 million and $0.5 million, respectively. Such costs are amortized over the term of the related financing arrangement and are included in “Interest expense” in the accompanying unaudited Consolidated Statements of Operations. The line of credit contains certain customary representations and warranties, a financial covenant, affirmative and negative covenants, as well as events of default. The Company was in compliance with the line of credit covenants as of March 31, 2018 and September 30, 2017. |
Debt
Debt | 6 Months Ended |
Mar. 31, 2018 | |
Senior Secured Term Loan Facility | |
Debt Instrument [Line Items] | |
Debt | 8. Debt On October 4, 2017, the Company entered into a $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 Company incurred additional deferred financing costs of $0.4 million during the six months ended March 31, 2018 . The loan proceeds are to 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 any additional amount such that the secured leverage ratio of the Company is less than 3.00 to 1.00. Under the terms of the term 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 the LIBOR rate then in effect. Interest applicable to ABR 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 also guaranteed by BioStorage Technologies, Inc. as 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, commencing on March 31,2018, with any remaining amount of principal becoming due and payable on the maturity date. All accrued and unpaid interest on Borrowings shall be due on the last day of each interest period elected by the Company for such 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. 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 Company records commitment fees and other costs directly associated with obtaining term loan financing as deferred financing costs which are presented as a reduction of the term loan principal balance in the accompanying unaudited Consolidated Balance Sheets. Such costs are accreted over the term of the loan using the effective interest rate method and are included in “Interest expense” in the accompanying unaudited Consolidated Statements of Operations. At March 31, 2018 , deferred financing costs were $2.6 million. During the six months ended March 31, 2018 , the weighted average stated interest rate paid on the term loan was 4%. During the six months ended March 31, 2018 , the Company incurred aggregate interest expense of $4.2 million in connection with the term loan borrowings, which included $0.2 million of deferred financing costs amortization. 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. As of March 31, 2018 , the Company was in compliance with all covenants and conditions under the term loan agreement. The following are the future minimum principal payment obligations under the term loan as of March 31, 2018 : Amount Fiscal year ended September 30, 2018 $ 1,000 2019 2,000 2020 2,000 2021 2,000 2022 2,000 Thereafter 190,500 Total outstanding principal balance 199,500 Unamortized deferred financing costs (2,630) 196,870 Term loan, current portion 2,000 Term loan, long-term portion $ 194,870 As of March 31, 2018 , estimated fair value of the term loan outstanding principal balance approximates its carrying value. The fair value was determined based on observable market inputs and classified within Level 2 of fair value hierarchy due to a lack of an active market for this term loan or a similar loan instrument. |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9 . Income Taxes The Company recorded an income tax benefit of $ 43.9 million and $41.0 million, respectively, during the three and six months ended March 31, 2018. The tax benefit recorded during each period was primarily driven by a discrete benefit due to the reversal of a valuation allowance against U.S. net deferred tax assets during the three months ended March 31, 2018 in the amount of $46.2 million. The tax benefit for the six months ended March 31, 2018 included $0.7 million of tax benefits related to the re-measurement of net U.S. deferred tax liabilities to account for the reduced 21 percent statutory federal income tax rate. This benefit for the three and six months ended March 31, 2018 was partially offset by the tax provisions related to foreign income. The Company recorded an income tax provision of $3.4 million and $6.2 million, respectively, during the three and six months ended March 31, 2017. The provision recorded during each period was primarily driven by foreign income. Tax provision during the six months ended March 31, 2017 was partially offset by $0.7 million of tax benefits related to the reduction of reserves for unrecognized tax benefits resulting from the expiration of statutes of limitations. The Company evaluates the realizability of its deferred tax assets by tax-paying component and assesses the need for a valuation allowance on a quarterly basis, considering the weight of both positive and negative evidence in making the assessment. The Company evaluates the profitability of each tax-paying component on a historic cumulative basis and forward looking basis, tax-planning strategies and the length of credit and loss carryforward periods, among other factors, in the course of performing this analysis. As of March 31, 2018, the Company has concluded that it is more likely than not that a substantial portion of its U.S. deferred tax assets will be realized, with the exception of certain state tax carryforwards. The Company considered strong positive evidence of historical cumulative profitability and projected future taxable income. In the quarter ended March 31, 2018 the Company reached a significant level of cumulative profitability in the U.S. coupled with an improved future outlook of U.S. earnings in both segments. During the first quarter of fiscal year 2018, the Company adopted the Accounting Standard Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . Upon adoption of ASU 2016-09, the Company amends the accounting for employee share-based payment transactions to recognize tax effects resulting from the settlement of stock-based awards as income tax expense or benefit in the income statement in the reporting period in which they occur. Adoption of this ASU required recognition of a cumulative effect adjustment to retained earnings in connection with the establishment of a deferred tax asset for any prior year net excess tax benefits or tax deficiencies not previously recorded. This adjustment resulted in a $4.0 million increase to retained earnings and deferred tax asset for net prior year excess tax benefits, with a corresponding decrease to retained earnings for the establishment of valuation allowance against the deferred tax asset. This increase to the valuation allowance was subsequently part of the valuation allowance reversal during the second quarter of fiscal year 2018. During the first quarter of fiscal year 2018, the Tax Cuts and Jobs Act (“Tax Reform”) was enacted in the U.S., making significant tax law changes affecting the Company. The SEC has issued Staff Accounting Bulletin 118 (“SAB 118”), which has provided guidance for companies that have not completed the accounting for the income tax effects of Tax Reform. Under SAB 118, a company may report provisional amounts based on reasonable estimates where the accounting is incomplete. These amounts are subject to adjustments during a measurement period of up to one year beginning in the reporting period of the enactment date. Upon the enactment of Tax Reform, the Company is subject to a toll charge in the U.S. on its previously untaxed accumulated foreign earnings. The toll charge is treated as an inclusion of the Company’s accumulated foreign earnings in U.S. taxable income during the tax year ended September 30, 2018. Any taxes due associated with the toll charge will be payable over an eight year period. The Company has estimated that its accumulated foreign earnings are $120.0 million which is a provisional amount subject to the measurement period described in Staff Accounting Bulletin 118. There are still incomplete components related to the accumulated foreign earnings calculations for older tax years that require additional time to complete the calculations. The Company also has a history of foreign mergers and acquisitions and proper determination of the impact on the accumulated earnings is complex. The Company has estimated a $5.2 million toll charge associated with the taxable foreign earnings, net of foreign tax credits associated with the earnings subject to the toll tax. The Company did not record any provision for currently estimated tax associated with the toll charge as sufficient previously un-benefited tax attributes with valuation allowances existed to offset the resulting tax during the quarter of enactment of the tax law, however, the toll charge reduced the impact of the valuation allowance reversal. As a result of Tax Reform, the Company calculated its U.S. tax provision for the three and six months ended March 31, 2018 using a blended U.S. statutory tax rate of 24.5% which is a prorated allocation of the 35% rate which was in effect prior to Tax Reform through December 31, 2017 and the 21% rate which will be in effect for the remainder of the fiscal year. The Company recorded a discrete benefit of $0.7 million in the six months ended March 31, 2018 due to the impact of the U.S. rate change on its net U.S. deferred tax liabilities. As of March 31, 2018, the Company maintains its indefinite reinvestment assertion on foreign earnings. The Company is continuing to evaluated the impact of Tax Reform on its reinvestment plans, as the accounting for Tax Reform is completed during the measurement period described in SAB 118. While the toll charge is a forced deemed repatriation of foreign earnings and an inclusion in U.S. federal taxable income, there are still additional costs of repatriating the foreign earnings such as foreign withholding taxes and state taxes. The Company is subject to U.S. federal income tax and various 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 tax returns. 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 unaudited Consolidated Balance Sheets. The Company currently anticipates that it is reasonably possible that the unrecognized tax benefits will be reduced by approximately $0.2 million within the next twelve months. |
Other Balance Sheet Information
Other Balance Sheet Information | 6 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Balance Sheet Information | 10. Other Balance Sheet Information The following is a summary of accounts receivable at March 31, 2018 and September 30, 201 7 (in thousands): March 31, September 30, 2018 2017 Accounts receivable $ 142,819 $ 122,868 Less allowance for doubtful accounts (1,266) (1,959) Less allowance for sales returns (52) (81) Accounts receivable, net $ 141,501 $ 120,828 The following is a summary of inventories at March 31, 2018 and September 30, 2017 (in thousands): March 31, September 30, 2018 2017 Inventories Raw materials and purchased parts $ 79,633 $ 73,819 Work-in-process 17,503 10,548 Finished goods 29,458 22,028 Total inventories $ 126,594 $ 106,395 Reserves for excess and obsolete inventory were $21.5 million and $23.5 million, respectively, at March 31, 2018 and September 30, 2017. At March 31, 2018 and September 30, 201 7 , the Company had cumulative capitalized direct costs of $5.0 million and $4.7 million, respectively, associated with the development of software for its internal use which are included within "Property, plant and equipment, net" in the accompanying unaudited Consolidated Balance Sheets. During the six months ended March 31, 2018, the Company capitalized direct costs of $0.3 million associated with development of software for its internal use. The Company establishes reserves for estimated costs of product warranties based on historical information. Product warranty reserves are recorded at the time product revenue is recognized, and retrofit accruals are recorded at the time retrofit programs are established. The Company’s warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure and supplier warranties on parts delivered to the Company. The following is a summary of product warranty and retrofit activity on a gross basis for the three and six months ended March 31, 2018 and 2017 (in thousands): Activity -Three Months Ended March 31, 2018 Balance Balance December 31, March 31, 2017 Accruals Costs Incurred 2018 $ 8,218 $ 2,073 $ (2,002) $ 8,289 Activity -Three Months Ended March 31, 2017 Balance Balance December 31, March 31, 2016 Accruals Costs Incurred 2017 $ 6,217 $ 2,709 $ (1,853) $ 7,073 Activity -Six Months Ended March 31, 2018 Balance Balance September 30, March 31, 2017 Accruals Costs Incurred 2018 $ 8,054 $ 4,409 $ (4,174) $ 8,289 Activity -Six Months Ended March 31, 2017 Balance Balance September 30, March 31, 2016 Accruals Costs Incurred 2017 $ 6,324 $ 5,216 $ (4,467) $ 7,073 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation The Company may issue to eligible employees restricted stock units and restricted stock awards (collectively "restricted stock units") and stock options which vest upon the satisfaction of a performance condition and/or a service condition. In addition, the Company issues shares to participating employees pursuant to an employee stock purchase plan and restricted stock units subject to one-year cliff vesting to its directors in accordance with its director compensation program. The following table reflects stock-based compensation expense recorded during the three and six months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Restricted stock $ 5,097 $ 4,225 $ 9,699 $ 6,590 Employee stock purchase plan 223 161 430 294 Total stock-based compensation expense $ 5,320 $ 4,386 $ 10,129 $ 6,884 The fair value of restricted stock units is determined based on the number of shares granted and the closing price of the Company’s common stock quoted on the Nasdaq Stock Market on the date of grant. The Company recognizes stock-based compensation expense on a straight-line basis, net of estimated forfeitures, over the requisite service period. Additionally, the Company assesses the likelihood of achieving the performance goals against previously established performance targets in accordance with the Company’s long-term equity incentive plan for stock-based awards that vest upon or after the satisfaction of these goals. During the first quarter of fiscal year 2018, the Company adopted the Accounting Standard Update (“ASU”) 2016-09, “ Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting .” Upon adoption of ASU 2016-09, the Company made an accounting policy election to continue accounting for forfeitures by applying an estimated forfeiture rate. The adoption of ASU 2016-09 did not have an impact on the stock compensation expense amount recognized during the three and six months ended March 31, 2018 and accumulated deficit at March 31, 2018. 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 granted during the six months ended March 31, 2018 and 2017: Time-Based Performance- Total Units Units Stock Grants Based Units Six months ended March 31, 2018 507,556 192,291 34,926 Six months ended March 31, 2017 1,008,111 377,213 42,560 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 the six months ended March 31, 2018 and 2017, the Company granted 34,926 and 42,560 units, respectively, to the members of the Company's Board of Directors, including 26,539 and 28,065 units, respectively, that were compensation-related. Compensation-related units granted during the six months ended March 31, 2018 and 2017 are subject to a one-year vesting period starting from the grant date. The units granted during the six months ended March 31, 2018 will vest on the date which is one day before the Company's 2019 Annual Meeting of Stockholders. The units granted during the six months ended March 31, 2017 vested on January 30, 2018, which was one day before the Company's 2018 Annual Meeting of Stockholders. 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 the six months ended March 31, 2018 and 2017, the Company granted 7,130 and 13,065 units, respectively, related to such deferred annual restricted share awards, as well as 1,257 and 1,430 units, respectively, related to deferred quarterly dividends. Annual restricted share awards granted during the six months ended March 31, 2018 and 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 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. The amount of units granted during the six months ended March 31, 2018 and 2017 related to deferred quarterly dividends 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 target 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 2020 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. Restricted Stock Unit Activity The following table summarizes restricted stock unit activity for the six months ended March 31, 2018: Weighted Average Grant-Date Shares Fair Value Outstanding at September 30, 2017 2,474,011 $ 12.34 Granted 507,556 33.61 Vested (629,840) 13.16 Forfeited (38,520) 16.25 Outstanding at March 31, 2018 2,313,207 $ 16.89 The weighted average grant date fair value of res tricted stock units granted during the three months ended March 31, 2018 and 2017 was $25.41 and $20.76, respectively. The weighted average grant date fair value of res tricted stock units granted during the six months ended March 31, 2018 and 2017 was $33.61 and $14.32, respectively. The fair value of restricted stock units vested during the three months ended March 31, 2018 and 2017 was $0.1 million and $0.6 million, respectively. The fair value of restricted stock units vested during the six months ended March 31, 2018 and 2017 was $19.1 million and $11.9 million, respectively. During the six months ended March 31, 2018 and 2017, the Company remitted $6. 3 million and $3.8 million, respectively, for withholding taxes on vested restricted stock units, of which $0.1 million was paid by the Company during the six months ended March 31, 2017. There were no taxes on vested restricted stock units paid by the Company during the six months ended March 31, 2018. During the six months ended March 31, 2018 and 2017, the Company received $6. 3 million and $3.7 million, respectively, in cash proceeds from employees to satisfy their tax obligations as a result of share issuances. As of March 31, 2018, the unrecognized compensation cost related to restricted stock units that are expected to vest is $30.1 million and will be recognized over an estimated weighted average service period of approximately 1.8 years. Employee Stock Purchase Plan The Company maintains an Employee Stock Purchase Plan that allows its employees to purchase shares of common stock at a price equal to 85% of the fair market value of the Company’s stock at the beginning or the end of the semi-annual period, whichever is lower. There were 66,785 a nd 90,681 shares, respectively, purchased by employees under the employee stock purchase plan during the six months ended March 31, 2018 and 2017. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 12. Earnings per Share The calculations of basic and diluted net income per share and basic and diluted weighted average shares outstanding are as follows for the three and six months ended March 31, 2018 and 2017 (in thousands, except per share data): Three Months Ended Six Months Ended March 31, March 31, 2018 2017 2018 2017 Net income $ 67,020 $ 14,005 $ 83,506 $ 27,876 Weighted average common shares outstanding used in computing basic earnings per share 70,220 69,600 70,340 69,388 Dilutive common stock options and restricted stock units 393 549 568 685 Weighted average common shares outstanding used in computing diluted earnings per share 70,613 70,149 70,908 70,073 Basic net income per share $ 0.95 $ 0.20 $ 1.19 $ 0.40 Diluted net income per share $ 0.95 $ 0.20 $ 1.18 $ 0.40 During the three and six months ended March 31, 2018, antidilutive restricted stock units of 190,517 and 190,266, respectively, were excluded from the computation of diluted earnings per share based on the treasury stock method. Restricted stock units of 144,808 and 56,230, respectively, during the three and six months ended March 31, 2017 were excluded from the computation of diluted earnings per share based on the treasury stock method. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | 13. Restructuring Charges The restructuring charges recorded by the Company during the three and six months ended March 31, 2018 were nominal. During the three months ended March 31, 2017, the Company recorded restructuring charges of $0.9 million related to severance. Such charges were comprised of: (i) $1.2 million of costs attributable to the Brooks Semiconductor Solutions Group segment related to the integration of Contact Co., Ltd. after its acquisition by the Company, and (ii) $0.1 million of costs attributable to the Brooks Life Sciences segment related to streamlining the segment's management structure, integrating acquisitions and improving profitability. These costs were partially offset by severance cost reductions of $0.5 million as a result of a change in the restructuring liability of an estimate related to the company-wide restructuring action initiated prior to fiscal year 2017. During the six months ended March 31, 2017, the Company recorded restructuring charges of $1.8 million related to severance. Such charges were comprised of: (i) $1.4 million of costs attributable to the Brooks Semiconductor Solutions Group segment as described above, (ii) $0.2 million of costs attributable to the Brooks Life Sciences segment as described above, and (iii) $0.2 million of costs related to the company-wide restructuring action. The following is a summary of activity related to the Company’s restructuring charges for the three and six months ended March 31, 2018 and 2017 (in thousands): Activity -Three Months Ended March 31, 2018 Balance Balance December 31, March 31, 2017 Expenses Payments 2018 Total restructuring liabilities related to workforce termination benefits $ 1,127 $ 49 $ (760) $ 416 Activity -Three Months Ended March 31, 2017 Balance Balance December 31, March 31, 2016 Expenses Payments 2017 Total restructuring liabilities related to workforce termination benefits $ 3,227 $ 860 $ (2,043) $ 2,044 Activity -Six Months Ended March 31, 2018 Balance Balance September 30, March 31, 2017 Expenses Payments 2018 Total restructuring liabilities related to workforce termination benefits $ 1,708 $ 49 $ (1,341) $ 416 Activity -Six Months Ended March 31, 2017 Balance Balance September 30, March 31, 2016 Expenses Payments 2017 Total restructuring liabilities $ 5,939 $ 1,835 $ (5,730) $ 2,044 As of March 31, 2018, accrued restructuring costs of $0.4 million were primarily attributable to the restructuring actions within the Brooks Semiconductor Solutions Group segment. Accrued restructuring costs are expected to be paid within the next twelve months. Please refer to Note 15, “Restructuring and Other Charges” to the Company’s consolidated financial statements included in the 2017 Annual Report on Form 10-K for further information on the restructuring actions discussed above. |
Segment Information
Segment Information | 6 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment 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 assess performance. The Company’s Chief Executive Officer is the Company’s chief operating decision maker. The Company reports its financial results for two operating and reportable segments which consist of Brooks Semiconductor Solutions Group segment and Brooks Life Sciences segment. Please refer to Note 18, "Segment and Geographic Information" to the Company’s consolidated financial statements included in the 201 7 Annual Report on Form 10‑K for further information on the operating segments’ description and accounting policies. The following is the summary of the financial information for the Company’s operating and reportable segments for the three and six months ended March 31, 2018 and 2017 a nd balances as of March 31, 2018 and 2017 (in thousands): Brooks Semiconductor Brooks Solutions Group Life Sciences Total Three Months Ended March 31, 2018: Revenue Products $ 137,025 $ 23,466 $ 160,491 Services 21,696 25,073 46,769 Segment revenue $ 158,721 $ 48,539 $ 207,260 Gross profit $ 65,299 $ 18,930 $ 84,229 Segment operating income 30,836 2,683 33,519 Depreciation expense 1,133 2,039 3,172 Three Months Ended March 31, 2017: Revenue Products $ 115,634 $ 16,979 $ 132,613 Services 19,031 17,689 36,720 Segment revenue $ 134,665 $ 34,668 $ 169,333 Gross profit $ 51,325 $ 13,199 $ 64,524 Segment operating income 20,003 1,290 21,293 Depreciation expense 1,319 1,045 2,364 Six Months Ended March 31, 2018: Revenue Products $ 257,228 $ 45,447 $ 302,675 Services 43,379 50,534 93,913 Segment revenue $ 300,607 $ 95,981 $ 396,588 Gross profit $ 124,752 $ 34,692 $ 159,444 Segment operating income 57,198 2,543 59,741 Depreciation expense 2,282 3,588 5,870 Six Months Ended March 31, 2017: Revenue Products $ 225,029 $ 29,698 $ 254,727 Services 36,252 38,309 74,561 Segment revenue $ 261,281 $ 68,007 $ 329,288 Gross profit $ 96,794 $ 24,673 $ 121,467 Segment operating income 37,374 1,402 38,776 Depreciation expense 2,595 2,135 4,730 Assets: March 31, 2018 $ 353,654 $ 385,025 $ 738,679 September 30, 2017 325,408 306,666 632,074 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 unaudited Consolidated Statements of Operations for the three and six months ended March 31, 2018 and 2017 and Consolidated Balance Sheets as of March 31, 2018 and September 30, 2017 (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2018 2017 2018 2017 Segment operating income $ 33,519 $ 21,293 $ 59,741 $ 38,776 Amortization of acquired intangible assets 4,629 3,294 9,218 6,358 Restructuring charges 49 860 49 1,835 Other unallocated corporate expenses 5,022 2,338 5,815 2,620 Total operating income $ 23,819 $ 14,801 $ 44,659 $ 27,963 March 31, September 30, 2018 2017 Segment assets $ 738,679 $ 632,074 Cash, cash equivalents and marketable securities 245,179 104,292 Deferred tax assets 47,572 1,692 Equity method investments 35,111 28,570 Total assets $ 1,066,541 $ 766,628 |
Significant Customers
Significant Customers | 6 Months Ended |
Mar. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Significant Customers | 15. Significant Customers The Company had one customer that accounted for 10% or more of its consolidated revenue, at 12% and 10%, respectively, during the three months ended March 31, 2018 and 201 7. The Company had one customer that accounted for 10% or more of its consolidated revenue, at 12% and 11%, respectively, during the six months ended March 31, 2018 and 2017. As of March 31, 2018 and September 30, 2017, the Company had no customers that accounted for 10% or more of the Company’s total receivables. For purposes of determining the percentage of revenue generated from any of the Company’s original equipment manufacturer (the "OEM") customers, the Company does not include revenue from products sold to contract manufacturer customers who in turn sell to the OEMs. If the Company included revenue from products sold to contract manufacturer customers supporting the Company’s OEM customers, the percentage of the Company’s total revenue derived from certain OEM customers would be higher. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Letters of Credit At March 31, 2018 and September 30, 2017, the Company had approximately $2.6 million and $3.5 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 our 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 the six months ended March 31, 2018 and the fiscal year ended September 30, 2017, and the Company currently does not anticipate any of these obligations to be called in the near future. Purchase Commitments The Company has non-cancellable contracts and purchase orders for inventory of $163.7 million and $122.0 million, respectively, at March 31, 2018 and September 30, 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 | 6 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Acquisitions On April 6, 2018, the Company acquired approximately 93% of the outstanding capital stock of Tec-Sem Group AG (“Tec-Sem ”), a Switzerland-based manufacturer of semiconductor fab automation equipment with a focus on reticle management. The total cash payment made by the Company was $11.3 million, net of cash acquired , and is subject to working capital adjustments. The remaining 7% non-controlling interest will be acquired by the Company in due course upon completion of subsequent procedural steps. The acquisition is expected to expand the Company’s existing contamination control solutions business within the Brooks Semiconductor Solutions Group segment . The Company will report the results of operations for Tec-Sem in the Brooks Semiconductor Solutions Group 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, nor 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. On April 18, 2018, the Company acquired BioSpeciMan Corporation, a Canadian provider of storage services for biological sample materials. The total cash payment made by the Company was $4.8 million, net of cash acquired and is subject to working capital adjustments. The acquisition is expected to expand customer relationships and geographic reach within the Company’s growing sample management storage services business. The Company will report the results of operations for BioSpeciMan in the Brooks Life Science 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, nor 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 April 30, 2018, the Company’s Board of Directors declared a cash dividend of $0.10 per share payable on June 22, 201 8 to common stockholders of record as of June 1, 201 8 . Dividends are declared at the discretion of the Company’s Board of Directors and depend on the Company’s actual cash flows from operations, its financial condition and capital requirements and 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 Accoun25
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates are associated with accounts receivable, inventories, goodwill, intangible assets other than goodwill, long-lived assets, derivative financial instruments, deferred income taxes, warranty obligations, revenue recognized using the percentage of completion method, pension obligations and stock-based compensation expense. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances, future projections that management believes to be reasonable under the circumstances. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they occur and become known. |
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 losses generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other expenses, net” in the Company’s unaudited Consolidated Statements of Operations. Net foreign currency transaction and remeasurement losses totaled $ 0.5 million and $0.4 million, respectively, during the three months ended March 31, 2018 and 2017 and $2.5 million and $1.0 million, respectively, during the six months ended March 31, 2018 and 2017. |
Derivative Instruments | 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. The Company enters into foreign exchange contracts to reduce its exposure to currency fluctuations. The forward contract arrangements that the Company enters into typically mature in three months or less. These transactions do not qualify for hedge accounting. Net gains and losses related to these contracts are recorded as a component of "Other expenses, net" in the accompanying unaudited Consolidated Statements of Operations and are as follows for the three and six months ended March 31, 2018 and 2017 (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2018 2017 2018 2017 Realized gains (losses) on derivatives not designated as hedging instruments $ (4,548) $ 406 $ (6,221) $ (597) The fair values of the forward contracts are recorded in the Company’s accompanying unaudited Consolidated Balance Sheets as "Prepaid expenses and other current assets" and "Accrued expenses and other current liabilities". Foreign exchange contract assets and liabilities are measured and reported at fair value based on observable market inputs and classified within Level 2 of the fair value hierarchy due to a lack of an active market for these contracts. |
Fair Value Measurements | Fair Value Measurements The Company measures at fair value certain financial assets and liabilities, including cash equivalants and available for sale securities. FASB Accounring Standards Codification (“the ASC”) 820, Fair Value Measurement and Disclosures , establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. 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. As of March 31, 2018, the Company had no assets or liabilities measured and recorded at fair value on a recurring basis using Level 3 inputs. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , an amendment of the FASB Accounting Standards Codification. This ASU gives entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform to retained earnings. The entities have the option to apply the guidance retrospectively or in the period of adoption. The guidance requires entities to make new disclosures, regardless of whether they elect to reclassify tax effects. The guidance is effective for fiscal years beginning after December 15 2018, and interim periods within those fiscal years. Early adoption in any period is permitted. The Company expects to adopt the guidance during the first quarter of fiscal year 2020 and is evaluating the effect that ASU 2018-02 will have on our consolidated financial statements and related disclosures. In February 2016, the FASB issued new accounting guidance for reporting lease transactions. In accordance with the provisions of the newly issued guidance, a lessee should recognize at the inception of the arrangement a right-of-use asset and a corresponding lease liability initially measured at the present value of lease payments over the lease term. 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 a 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 June 2016, the FASB issued new accounting guidance for reporting credit losses. The new guidance introduces a new "expected loss" impairment model that 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 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. 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 has established an implementation team to analyze its current portfolio of customer contracts and determine the impact of adopting the guidance. The implementation team is also responsible for evaluating and designing the necessary changes to the Company’s business processes, policies, systems and controls to support recognition and disclosure under the new guidance. The Company has established a project plan and substantially completed its preliminary contract assessment. The results of this assessment are currently being analyzed to determine the final impact of adoption on the Company’s operations, consolidated financial statements, and related disclosures. The Company is currently in the process of completing this assessment and quantifying the implications of the new guidance adoption. Based on the preliminary assessment, the Company anticipates that the new guidance will impact the timing of revenue recognition for a portion of its life science revenue which is currently accounted for under the percentage of completion method. The Company may be required to recognize revenue for a portion of these arrangements at the point in time it satisfies performance obligations by transferring control over promised deliverables to customers in accordance with the contractual terms of each arrangement. Additionally, revenue generated from the sale of perpetual or term licenses may be required to be recognized at the point in time control is transferred to customers upon license delivery. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [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 expenses, net" in the accompanying unaudited Consolidated Statements of Operations and are as follows for the three and six months ended March 31, 2018 and 2017 (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2018 2017 2018 2017 Realized gains (losses) on derivatives not designated as hedging instruments $ (4,548) $ 406 $ (6,221) $ (597) |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and September 30, 2017 (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Losses Gains Fair Value March 31, 2018 : U.S. Treasury securities and obligations of U.S. government agencies $ 31,870 $ (56) $ — $ 31,814 Bank certificates of deposits 6,158 — 2 6,160 Corporate securities 6,426 (17) — 6,409 Municipal securities 6,761 (10) — 6,751 Other debt securities 29 — — 29 $ 51,244 $ (83) $ 2 $ 51,163 September 30, 2017 : Corporate securities $ 2,642 $ — $ — $ 2,642 Other debt securities 28 — — 28 $ 2,670 $ — $ — $ 2,670 |
Fair Value of Marketable Securities by Contractual Maturity | The fair values of the marketable securities by contractual maturities at March 31, 2018 are presented below (in thousands): Fair Value Due in one year or less $ 40,655 Due after one year through five years 7,785 Due after five year through ten years — Due after ten years 2,723 Total marketable securities $ 51,163 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
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) $ 1,581 Inventories 2,667 Prepaid expenses and other current assets 140 Property, plant and equipment 1,555 Intangible assets 27,212 Goodwill 38,185 Accounts payable (286) Accrued liabilities (845) Deferred tax liabilities (5,090) Total purchase price, net of cash acquired $ 65,119 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Goodwill by Business Segment | The components of the Company’s goodwill by operating segment at March 31, 2018 and September 30, 2017 are as follows (in thousands): Brooks Semiconductor Solutions Brooks Group Life Sciences Other Total 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 Acquisitions and adjustments 72 41,518 — 41,590 Gross goodwill, at March 31, 2018 655,834 208,338 26,014 890,186 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at March 31, 2018 $ 66,890 $ 208,338 $ — $ 275,228 |
Components of Identifiable Intangible Assets | The components of the Company’s identifiable intangible assets as of March 31, 2018 and September 30, 2017 are as follows (in thousands): March 31, 2018 September 30, 2017 Accumulated Net Book Accumulated Net Book Cost Amortization Value Cost Amortization Value Patents $ 9,028 $ 7,883 $ 1,145 $ 9,028 $ 7,729 $ 1,299 Completed technology 67,510 56,686 10,824 61,662 54,777 6,885 Trademarks and trade names 9,417 5,522 3,895 9,244 4,969 4,275 Customer relationships 154,844 68,526 86,318 130,655 59,594 71,061 $ 240,799 $ 138,617 $ 102,182 $ 210,589 $ 127,069 $ 83,520 |
Schedule of Future Amortization Expense | Estimated future amortization expense for the intangible assets for the remainder of fiscal year 2018 and the subsequent four fiscal years is as follows (in thousands): Fiscal year ended September 30, 2018 $ 11,045 2019 20,853 2020 19,009 2021 13,248 2022 10,553 Thereafter 27,474 $ 102,182 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Future Minimum Principal Payment Obligations | The following are the future minimum principal payment obligations under the term loan as of March 31, 2018 : Amount Fiscal year ended September 30, 2018 $ 1,000 2019 2,000 2020 2,000 2021 2,000 2022 2,000 Thereafter 190,500 Total outstanding principal balance 199,500 Unamortized deferred financing costs (2,630) 196,870 Term loan, current portion 2,000 Term loan, long-term portion $ 194,870 |
Other Balance Sheet Informati31
Other Balance Sheet Information (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Accounts Receivable | The following is a summary of accounts receivable at March 31, 2018 and September 30, 201 7 (in thousands): March 31, September 30, 2018 2017 Accounts receivable $ 142,819 $ 122,868 Less allowance for doubtful accounts (1,266) (1,959) Less allowance for sales returns (52) (81) Accounts receivable, net $ 141,501 $ 120,828 |
Summary of Inventories | The following is a summary of inventories at March 31, 2018 and September 30, 2017 (in thousands): March 31, September 30, 2018 2017 Inventories Raw materials and purchased parts $ 79,633 $ 73,819 Work-in-process 17,503 10,548 Finished goods 29,458 22,028 Total inventories $ 126,594 $ 106,395 |
Product Warranty and Retrofit Activity on Gross Basis | The following is a summary of product warranty and retrofit activity on a gross basis for the three and six months ended March 31, 2018 and 2017 (in thousands): Activity -Three Months Ended March 31, 2018 Balance Balance December 31, March 31, 2017 Accruals Costs Incurred 2018 $ 8,218 $ 2,073 $ (2,002) $ 8,289 Activity -Three Months Ended March 31, 2017 Balance Balance December 31, March 31, 2016 Accruals Costs Incurred 2017 $ 6,217 $ 2,709 $ (1,853) $ 7,073 Activity -Six Months Ended March 31, 2018 Balance Balance September 30, March 31, 2017 Accruals Costs Incurred 2018 $ 8,054 $ 4,409 $ (4,174) $ 8,289 Activity -Six Months Ended March 31, 2017 Balance Balance September 30, March 31, 2016 Accruals Costs Incurred 2017 $ 6,324 $ 5,216 $ (4,467) $ 7,073 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | The following table reflects stock-based compensation expense recorded during the three and six months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Restricted stock $ 5,097 $ 4,225 $ 9,699 $ 6,590 Employee stock purchase plan 223 161 430 294 Total stock-based compensation expense $ 5,320 $ 4,386 $ 10,129 $ 6,884 |
Restricted Stock Unit Activity | The following table reflects restricted stock units granted during the six months ended March 31, 2018 and 2017: Time-Based Performance- Total Units Units Stock Grants Based Units Six months ended March 31, 2018 507,556 192,291 34,926 Six months ended March 31, 2017 1,008,111 377,213 42,560 The following table summarizes restricted stock unit activity for the six months ended March 31, 2018: Weighted Average Grant-Date Shares Fair Value Outstanding at September 30, 2017 2,474,011 $ 12.34 Granted 507,556 33.61 Vested (629,840) 13.16 Forfeited (38,520) 16.25 Outstanding at March 31, 2018 2,313,207 $ 16.89 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
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 per share and basic and diluted weighted average shares outstanding are as follows for the three and six months ended March 31, 2018 and 2017 (in thousands, except per share data): Three Months Ended Six Months Ended March 31, March 31, 2018 2017 2018 2017 Net income $ 67,020 $ 14,005 $ 83,506 $ 27,876 Weighted average common shares outstanding used in computing basic earnings per share 70,220 69,600 70,340 69,388 Dilutive common stock options and restricted stock units 393 549 568 685 Weighted average common shares outstanding used in computing diluted earnings per share 70,613 70,149 70,908 70,073 Basic net income per share $ 0.95 $ 0.20 $ 1.19 $ 0.40 Diluted net income per share $ 0.95 $ 0.20 $ 1.18 $ 0.40 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Activity Related to Restructuring Accruals | The following is a summary of activity related to the Company’s restructuring charges for the three and six months ended March 31, 2018 and 2017 (in thousands): Activity -Three Months Ended March 31, 2018 Balance Balance December 31, March 31, 2017 Expenses Payments 2018 Total restructuring liabilities related to workforce termination benefits $ 1,127 $ 49 $ (760) $ 416 Activity -Three Months Ended March 31, 2017 Balance Balance December 31, March 31, 2016 Expenses Payments 2017 Total restructuring liabilities related to workforce termination benefits $ 3,227 $ 860 $ (2,043) $ 2,044 Activity -Six Months Ended March 31, 2018 Balance Balance September 30, March 31, 2017 Expenses Payments 2018 Total restructuring liabilities related to workforce termination benefits $ 1,708 $ 49 $ (1,341) $ 416 Activity -Six Months Ended March 31, 2017 Balance Balance September 30, March 31, 2016 Expenses Payments 2017 Total restructuring liabilities $ 5,939 $ 1,835 $ (5,730) $ 2,044 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
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 three and six months ended March 31, 2018 and 2017 a nd balances as of March 31, 2018 and 2017 (in thousands): Brooks Semiconductor Brooks Solutions Group Life Sciences Total Three Months Ended March 31, 2018: Revenue Products $ 137,025 $ 23,466 $ 160,491 Services 21,696 25,073 46,769 Segment revenue $ 158,721 $ 48,539 $ 207,260 Gross profit $ 65,299 $ 18,930 $ 84,229 Segment operating income 30,836 2,683 33,519 Depreciation expense 1,133 2,039 3,172 Three Months Ended March 31, 2017: Revenue Products $ 115,634 $ 16,979 $ 132,613 Services 19,031 17,689 36,720 Segment revenue $ 134,665 $ 34,668 $ 169,333 Gross profit $ 51,325 $ 13,199 $ 64,524 Segment operating income 20,003 1,290 21,293 Depreciation expense 1,319 1,045 2,364 Six Months Ended March 31, 2018: Revenue Products $ 257,228 $ 45,447 $ 302,675 Services 43,379 50,534 93,913 Segment revenue $ 300,607 $ 95,981 $ 396,588 Gross profit $ 124,752 $ 34,692 $ 159,444 Segment operating income 57,198 2,543 59,741 Depreciation expense 2,282 3,588 5,870 Six Months Ended March 31, 2017: Revenue Products $ 225,029 $ 29,698 $ 254,727 Services 36,252 38,309 74,561 Segment revenue $ 261,281 $ 68,007 $ 329,288 Gross profit $ 96,794 $ 24,673 $ 121,467 Segment operating income 37,374 1,402 38,776 Depreciation expense 2,595 2,135 4,730 Assets: March 31, 2018 $ 353,654 $ 385,025 $ 738,679 September 30, 2017 325,408 306,666 632,074 |
Reconciliation of Reportable Segment Operating Income (Loss) to Corresponding Consolidated Amounts | 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 unaudited Consolidated Statements of Operations for the three and six months ended March 31, 2018 and 2017 and Consolidated Balance Sheets as of March 31, 2018 and September 30, 2017 (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2018 2017 2018 2017 Segment operating income $ 33,519 $ 21,293 $ 59,741 $ 38,776 Amortization of acquired intangible assets 4,629 3,294 9,218 6,358 Restructuring charges 49 860 49 1,835 Other unallocated corporate expenses 5,022 2,338 5,815 2,620 Total operating income $ 23,819 $ 14,801 $ 44,659 $ 27,963 |
Reconciliation of Reportable Segment Assets to Corresponding Consolidated Amounts | March 31, September 30, 2018 2017 Segment assets $ 738,679 $ 632,074 Cash, cash equivalents and marketable securities 245,179 104,292 Deferred tax assets 47,572 1,692 Equity method investments 35,111 28,570 Total assets $ 1,066,541 $ 766,628 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Foreign Currency Transaction Gain (Loss), before Tax [Abstract] | ||||
Foreign currency transaction and remeasurement (losses) gains | $ (0.5) | $ (0.4) | $ (2.5) | $ (1) |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Derivative Instruments Not Designated as Hedging Instruments [Abstract] | ||||
Realized gains (losses) on derivative instruments not designated as hedging instruments | $ (4,548) | $ 406 | $ (6,221) | $ (597) |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Fair Value Measurements (Details) - Fair Value, Measurements, Recurring - Significant Unobservable Inputs (Level 3) $ in Thousands | Mar. 31, 2018USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value | $ 0 |
Liabilities measured at fair value | $ 0 |
Marketable Securities - Summary
Marketable Securities - Summary of Amortized Cost and Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 51,244 | $ 2,670 |
Gross Unrealized Losses | (83) | |
Gross Unrealized Gains | 2 | |
Fair Value | 51,163 | 2,670 |
U.S. Treasury securities and obligations of U.S. government agencies | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 31,870 | |
Gross Unrealized Losses | (56) | |
Fair Value | 31,814 | |
Bank certificates of deposits | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 6,158 | |
Gross Unrealized Gains | 2 | |
Fair Value | 6,160 | |
Corporate securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 6,426 | 2,642 |
Gross Unrealized Losses | (17) | |
Fair Value | 6,409 | 2,642 |
Municipal securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 6,761 | |
Gross Unrealized Losses | (10) | |
Fair Value | 6,751 | |
Other debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 29 | 28 |
Fair Value | $ 29 | $ 28 |
Marketable Securities - Fair Va
Marketable Securities - Fair Value of Marketable Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Investments, Debt and Equity Securities [Abstract] | ||
Due in one year or less | $ 40,655 | |
Due after one year through five years | 7,785 | |
Due after ten years | 2,723 | |
Fair Value | $ 51,163 | $ 2,670 |
Marketable Securities - Unreali
Marketable Securities - Unrealized Loss Position (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value [Abstract] | ||
Fair value of marketable securities in unrealized loss position | $ 39.7 | $ 0 |
Marketable Securities - Cash Eq
Marketable Securities - Cash Equivalents (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Funds | ||
Assets: | ||
Cash equivalents | $ 51.2 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Funds | Maximum | ||
Assets: | ||
Cash equivalents | $ 0.1 | |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | $ 0.5 | |
Significant Other Observable Inputs (Level 2) | Maximum | ||
Assets: | ||
Cash equivalents | $ 0.1 |
Acquisitions - Ownership Inform
Acquisitions - Ownership Information (Details) | Nov. 28, 2016 |
Cool Lab, LLC | |
Business Acquisition [Line Items] | |
Percentage of voting interests acquired (as a percent) | 100.00% |
BioCision, LLC | |
Business Acquisition [Line Items] | |
Equity interest in acquiree, percentage (as a percent) | 20.00% |
Acquisitions - Purchase Conside
Acquisitions - Purchase Consideration (Details) - USD ($) $ in Millions | Oct. 05, 2017 | Jul. 05, 2017 |
4titude Limited | ||
Business Acquisition [Line Items] | ||
Aggregate purchase price | $ 65.1 | |
Cash payment subject to working capital adjustments | 64.8 | |
Liabilities incurred | $ 0.4 | |
PBMMI and Novare | ||
Business Acquisition [Line Items] | ||
Cash payment subject to working capital adjustments | $ 34.3 |
Acquisitions - Amounts of Asset
Acquisitions - Amounts of Assets and Liabilities at Fair Value as of Acquisition Date (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Oct. 05, 2017 | Sep. 30, 2017 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 275,228 | $ 233,638 | |
4titude Limited | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Accounts receivable | $ 1,581 | ||
Inventories | 2,667 | ||
Prepaid expenses and other current assets | 140 | ||
Property, plant and equipment | 1,555 | ||
Intangible assets | 27,212 | ||
Goodwill | 38,185 | ||
Accounts payable | (286) | ||
Accrued liabilities | (845) | ||
Deferred tax liabilities | (5,090) | ||
Total purchase price | $ 65,119 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets Acquired (Details) - 4titude Limited $ in Millions | Oct. 05, 2017USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life of intangible assets (in years) | 10 years 4 months 24 days |
Customer Relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 21.4 |
Weighted average useful life of intangible assets (in years) | 10 years |
Completed Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 5.2 |
Weighted average useful life of intangible assets (in years) | 13 years |
Order or Production Backlog | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 0.4 |
Weighted average useful life of intangible assets (in years) | 1 year |
Trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 0.2 |
Weighted average useful life of intangible assets (in years) | 1 year |
Acquisitions - Escrow (Details)
Acquisitions - Escrow (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Oct. 05, 2017 | Jul. 05, 2017 |
4titude Limited | |||
Business Acquisition [Line Items] | |||
Escrow deposit | $ 0.2 | $ 0.4 | |
PBMMI and Novare | |||
Business Acquisition [Line Items] | |||
Escrow deposit | $ 3.3 | ||
Escrow deposit for indemnification obligation | $ 2.7 | 2.9 | |
Escrow deposit for payable to former owner | $ 0.4 |
Acquisitions - General Informat
Acquisitions - General Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | Nov. 28, 2016 | |
Business Acquisition [Line Items] | |||||
Amortization of acquired intangible assets | $ 11.1 | $ 8.4 | |||
4titude Limited | |||||
Business Acquisition [Line Items] | |||||
Actual revenues | $ 4.3 | 7.8 | |||
Actual net income (loss) | (1.2) | ||||
Inventory step up | 1.2 | ||||
Amortization of acquired intangible assets | 1 | 2.1 | |||
PBMMI and Novare | |||||
Business Acquisition [Line Items] | |||||
Actual revenues | 2.5 | 4.8 | |||
Actual net income (loss) | (0.1) | ||||
Amortization of acquired intangible assets | 0.4 | 0.8 | |||
Cool Lab, LLC | |||||
Business Acquisition [Line Items] | |||||
Liabilities arising from contingencies, amount recognized | 0.8 | 0.8 | $ 0.7 | $ 0.7 | |
Actual revenues | 0.6 | 1.6 | |||
Actual net income (loss) | (0.2) | (0.2) | |||
Amortization of acquired intangible assets | 0.4 | 0.8 | |||
Selling, General and Administrative Expenses | 4titude Limited | |||||
Business Acquisition [Line Items] | |||||
Acquisition related costs | 0.5 | $ 1 | |||
Maximum | 4titude Limited | |||||
Business Acquisition [Line Items] | |||||
Actual net income (loss) | (0.1) | ||||
Maximum | PBMMI and Novare | |||||
Business Acquisition [Line Items] | |||||
Actual net income (loss) | $ (0.1) |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets - Components of Goodwill by Operating Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Goodwill [Line Items] | ||
Gross goodwill | $ 890,186 | $ 848,596 |
Accumulated goodwill impairments | (614,958) | (614,958) |
Goodwill | 275,228 | 233,638 |
Brooks Semiconductor Solutions Group | ||
Goodwill [Line Items] | ||
Gross goodwill | 655,834 | 655,762 |
Accumulated goodwill impairments | (588,944) | (588,944) |
Goodwill | 66,890 | 66,818 |
Brooks Life Science Systems | ||
Goodwill [Line Items] | ||
Gross goodwill | 208,338 | 166,820 |
Goodwill | 208,338 | 166,820 |
Other | ||
Goodwill [Line Items] | ||
Gross goodwill | 26,014 | 26,014 |
Accumulated goodwill impairments | $ (26,014) | $ (26,014) |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Goodwill Roll Forward (Details) $ in Thousands | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, net of accumulated impairments, beginning balance | $ 233,638 |
Acquisitions and adjustments | 41,590 |
Goodwill, net of accumulated impairments, ending balance | 275,228 |
Brooks Semiconductor Solutions Group | |
Goodwill [Roll Forward] | |
Goodwill, net of accumulated impairments, beginning balance | 66,818 |
Acquisitions and adjustments | 72 |
Goodwill, net of accumulated impairments, ending balance | 66,890 |
Brooks Life Science Systems | |
Goodwill [Roll Forward] | |
Goodwill, net of accumulated impairments, beginning balance | 166,820 |
Acquisitions and adjustments | 41,518 |
Goodwill, net of accumulated impairments, ending balance | $ 208,338 |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets - Goodwill Acquired (Details) $ in Millions | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill acquired during period | $ 41.6 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Components of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 240,799 | $ 210,589 |
Accumulated Amortization | 138,617 | 127,069 |
Net Book Value | 102,182 | 83,520 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 9,028 | 9,028 |
Accumulated Amortization | 7,883 | 7,729 |
Net Book Value | 1,145 | 1,299 |
Completed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 67,510 | 61,662 |
Accumulated Amortization | 56,686 | 54,777 |
Net Book Value | 10,824 | 6,885 |
Trademarks and Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 9,417 | 9,244 |
Accumulated Amortization | 5,522 | 4,969 |
Net Book Value | 3,895 | 4,275 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 154,844 | 130,655 |
Accumulated Amortization | 68,526 | 59,594 |
Net Book Value | $ 86,318 | $ 71,061 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense for intangible assets | $ 11.1 | $ 8.4 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,018 | $ 11,045 | |
2,019 | 20,853 | |
2,020 | 19,009 | |
2,021 | 13,248 | |
2,022 | 10,553 | |
Thereafter | 27,474 | |
Net Book Value | $ 102,182 | $ 83,520 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment | $ 35,134 | $ 35,134 | $ 28,593 | ||
Equity in earnings of equity method investments | $ 1,422 | $ 2,777 | $ 3,602 | $ 4,719 | |
ULVAC Cryogenics, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Joint venture interest (as a percent) | 50.00% | 50.00% | |||
Equity method investment | $ 35,100 | $ 35,100 | $ 28,600 | ||
Equity in earnings of equity method investments | 1,400 | 2,800 | 3,600 | 5,200 | |
Management fee payments received | $ 300 | $ 200 | $ 500 | $ 500 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Oct. 04, 2017 | Sep. 30, 2017 |
Credit Agreement | Line of Credit | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 75 | $ 75 | |
Outstanding line of credit | 0 | $ 0 | |
Deferred finance costs | $ 0.6 | $ 0.5 | |
Credit Agreement | Line of Credit | Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit, maximum borrowing capacity | 7.5 | ||
Senior Secured Term Loan Facility | Secured Debt | |||
Line of Credit Facility [Line Items] | |||
Face amount | $ 200 |
Debt - General Information (Det
Debt - General Information (Details) $ in Thousands | Mar. 31, 2018USD ($) | Oct. 04, 2017USD ($) |
Debt Instrument [Line Items] | ||
Long-term debt | $ 196,870 | |
Senior Secured Term Loan Facility | Secured Debt | ||
Debt Instrument [Line Items] | ||
Face amount | $ 200,000 | |
Long-term debt | $ 197,600 | |
Percentage of par (as a percent) | 98.80% | |
Discount | $ 2,400 | |
Discount percentage (as a percent) | 1.20% | |
Deferred financing costs | $ 400 | |
Aggregate increase amount | $ 75,000 | |
Maximum secured leverage ratio | 3 |
Debt - Interest Rate (Details)
Debt - Interest Rate (Details) - Secured Debt - Senior Secured Term Loan Facility | Oct. 04, 2017 |
Eurodollar | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 2.50% |
Base Rate | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 1.50% |
Federal Funds Rate | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 0.50% |
Prime Rate | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 1.00% |
London Interbank Offered Rate (LIBOR) | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 1.00% |
Debt - Payment Terms (Details)
Debt - Payment Terms (Details) - Senior Secured Term Loan Facility - Secured Debt | Oct. 04, 2017 |
Debt Instrument [Line Items] | |
Installment payment percentage (as a percent) | 0.25% |
Prepayment percentage (as a percent) | 50.00% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Oct. 04, 2017 | |
Debt Instrument [Line Items] | |||
Deferred financing costs | $ 2,630 | ||
Senior Secured Term Loan Facility | Secured Debt | |||
Debt Instrument [Line Items] | |||
Deferred financing costs | $ 2,600 | ||
Weighted average interest rate (as a percent) | 4.00% | ||
Interest expense | $ 4,200 | ||
Deferred financing costs amortization | $ 200 | ||
Interest rate above applicable rate (as a percent) | 2.00% |
Debt - Future Minimum Principal
Debt - Future Minimum Principal Payment Obligations (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,018 | $ 1,000 |
2,019 | 2,000 |
2,020 | 2,000 |
2,021 | 2,000 |
2,022 | 2,000 |
Thereafter | 190,500 |
Total outstanding principal balance | 199,500 |
Unamortized deferred financing costs | (2,630) |
Long-term debt | $ 196,870 |
Debt - Current and Non-current
Debt - Current and Non-current (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Long-term Debt, by Current and Noncurrent [Abstract] | |
Long-term debt | $ 196,870 |
Term loan, current portion | 2,000 |
Term loan, long-term portion | $ 194,870 |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||||
Income tax (benefit) provision | $ (43,880) | $ 3,420 | $ (41,030) | $ 6,220 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Decrease in valuation allowance | $ 46.2 | ||||
Benefit related to re-measurement of deferred tax liabilities | $ 0.7 | ||||
U.S. statutory federal tax rate (as a percent) | 21.00% | 35.00% | 21.00% | ||
Reductions in unrecognized tax benefits from expiration | $ 0.7 | ||||
Cumulative effect adjustment to retained earnings | $ 4 | ||||
Toll charge, payable period | 8 years | ||||
Toll charge, estimated foreign earnings | $ 120 | $ 120 | |||
Toll charge, estimated foreign earnings, provision amount, unrecorded | $ 5.2 | ||||
U.S. statutory federal tax rate, prorated allocation (as a percent) | 24.50% | 24.50% | |||
Anticipated unrecognized tax benefit reduction during next twelve months | $ 0.2 | $ 0.2 |
Other Balance Sheet Informati65
Other Balance Sheet Information - Summary of Account Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Accounts receivable | $ 142,819 | $ 122,868 |
Less allowance for doubtful accounts | (1,266) | (1,959) |
Accounts receivable, net | 141,501 | 120,828 |
Allowance for Sales Returns | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Less allowance for sales returns | $ (52) | $ (81) |
Other Balance Sheet Informati66
Other Balance Sheet Information - Summary of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials and purchased parts | $ 79,633 | $ 73,819 |
Work-in-process | 17,503 | 10,548 |
Finished goods | 29,458 | 22,028 |
Inventory, net | 126,594 | 106,395 |
Reserves for excess and obsolete inventory | $ 21,500 | $ 23,500 |
Other Balance Sheet Informati67
Other Balance Sheet Information - Capitalized Direct Costs (Details) - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment, Gross [Abstract] | ||
Capitalized computer software, gross | $ 5 | $ 4.7 |
Capitalized computer software costs | $ 0.3 |
Other Balance Sheet Informati68
Other Balance Sheet Information - Product Warranty and Retrofit Activity on Gross Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||||
Beginning Balance | $ 8,218 | $ 6,217 | $ 8,054 | $ 6,324 |
Accruals for warranties | 2,073 | 2,709 | 4,409 | 5,216 |
Costs incurred | (2,002) | (1,853) | (4,174) | (4,467) |
Ending Balance | $ 8,289 | $ 7,073 | $ 8,289 | $ 7,073 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 5,320 | $ 4,386 | $ 10,129 | $ 6,884 |
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 5,097 | 4,225 | 9,699 | 6,590 |
Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 223 | $ 161 | $ 430 | $ 294 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units Granted (Details) - shares | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 507,556 | 1,008,111 |
Restricted Stock, Time Based Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 192,291 | 377,213 |
Board of Director Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 34,926 | 42,560 |
Restricted Stock, Performance Based Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 280,339 | 588,338 |
Stock-Based Compensation - Time
Stock-Based Compensation - Time-Based Grants (Details) - Restricted Stock, Time Based Shares | 6 Months Ended |
Mar. 31, 2018 | |
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% |
Stock-Based Compensation - St72
Stock-Based Compensation - Stock Grants (Details) - shares | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 507,556 | 1,008,111 |
Board of Director Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 34,926 | 42,560 |
Board of Director Units, Compensation Related Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 26,539 | 28,065 |
Award vesting period (in years) | 1 year | 1 year |
Board of Director Units, Deferred Annual Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 7,130 | 13,065 |
Award vesting period (in years) | 1 year | 1 year |
Board of Director Units, Deferred Quarterly Dividends | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 1,257 | 1,430 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-Based Grants (Details) - Restricted Stock, Performance Based Shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance-based awards granted, percentage, minimum (as a percent) | 0.00% | |
Performance-based awards granted, percentage (as a percent) | 100.00% | 100.00% |
Performance-based awards granted, percentage, maximum threshold met (as a percent) | 200.00% | 200.00% |
Performance goal measurement period (in years) | 3 years |
Stock-Based Compensation - Re74
Stock-Based Compensation - Restricted Stock Unit Activity - Tabular Disclosure (Details) - Restricted Stock Units (RSUs) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Shares | ||||
Outstanding at beginning of period (in shares) | 2,474,011 | |||
Restricted stocks granted (in shares) | 507,556 | 1,008,111 | ||
Vested (in shares) | (629,840) | |||
Forfeited (in shares) | (38,520) | |||
Outstanding at end of period (in shares) | 2,313,207 | 2,313,207 | ||
Weighted Average Grant-Date Fair Value | ||||
Outstanding at beginning of period (in dollars per share) | $ 12.34 | |||
Granted (in dollars per share) | $ 25.41 | $ 20.76 | 33.61 | $ 14.32 |
Vested (in dollars per share) | 13.16 | |||
Forfeited (in dollars per share) | 16.25 | |||
Outstanding at end of period (in dollars per share) | $ 16.89 | $ 16.89 |
Stock-Based Compensation - Re75
Stock-Based Compensation - Restricted Stock Unit Activity - Additional Information (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in dollars per share) | $ 25.41 | $ 20.76 | $ 33.61 | $ 14.32 |
Fair value of restricted stock awards vested | $ 0.1 | $ 0.6 | $ 19.1 | $ 11.9 |
Withholding taxes remitted | 6.3 | 3.8 | ||
Withholding taxes paid | 0 | 0.1 | ||
Proceeds from employees to satisfy tax obligation | $ 6.3 | $ 3.7 |
Stock-Based Compensation - Re76
Stock-Based Compensation - Restricted Stock Unit Activity - Unrecognized Compensation Cost (Details) - Restricted Stock Units (RSUs) $ in Millions | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 30.1 |
Unrecognized compensation cost, estimated weighted average amortization period | 1 year 9 months 18 days |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - Employee Stock - shares | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Purchase price of common stock (as a percent) | 85.00% | |
Shares issued under employee stock purchase plan (in shares) | 66,785 | 90,681 |
Earnings per Share - Tabular Di
Earnings per Share - Tabular Disclosure (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 67,020 | $ 14,005 | $ 83,506 | $ 27,876 |
Weighted average common shares outstanding used in computing basic earnings (losses) per share (in shares) | 70,220 | 69,600 | 70,340 | 69,388 |
Dilutive common stock options and restricted stock units (in shares) | 393 | 549 | 568 | 685 |
Weighted average common shares outstanding used in computing diluted earnings (losses) per share (in shares) | 70,613 | 70,149 | 70,908 | 70,073 |
Basic net income per share (in dollars per share) | $ 0.95 | $ 0.20 | $ 1.19 | $ 0.40 |
Diluted net income per share (in dollars per share) | $ 0.95 | $ 0.20 | $ 1.18 | $ 0.40 |
Earnings per Share - Anti-dilut
Earnings per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
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) | 190,517 | 144,808 | 190,266 | 56,230 |
Restructuring Charges - General
Restructuring Charges - General Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 49 | $ 860 | $ 49 | $ 1,835 |
Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 49 | 860 | $ 49 | 1,835 |
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 | 1,200 | 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 | 100 | 200 | ||
Company-wide Action Initiated in Fiscal Year 2016 | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges, adjustment | $ 500 | |||
Actions Initiated Prior to Fiscal Year 2016 | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 1,400 |
Restructuring Charges - Activit
Restructuring Charges - Activity Related to Restructuring Accruals (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Restructuring Reserve [Roll Forward] | ||||
Expenses | $ 49 | $ 860 | $ 49 | $ 1,835 |
Workforce-related termination benefits | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 1,127 | 3,227 | 1,708 | 5,939 |
Expenses | 49 | 860 | 49 | 1,835 |
Payments | (760) | (2,043) | (1,341) | (5,730) |
Ending Balance | $ 416 | $ 2,044 | $ 416 | $ 2,044 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Restructuring and Related Activities [Abstract] | ||
Accrued restructuring costs | $ 416 | $ 1,708 |
Segment Information - General I
Segment Information - General Information (Details) - segment | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting [Abstract] | ||||
Number of operating segments | 2 | 2 | 2 | 2 |
Number of reportable segments | 2 | 2 | 2 | 2 |
Segment Information - Financial
Segment Information - Financial Information for Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
Revenue | |||||
Products | $ 160,491 | $ 132,613 | $ 302,675 | $ 254,727 | |
Services | 46,769 | 36,720 | 93,913 | 74,561 | |
Total revenue | 207,260 | 169,333 | 396,588 | 329,288 | |
Gross profit | 84,229 | 64,524 | 159,444 | 121,467 | |
Segment operating income (loss) | 23,819 | 14,801 | 44,659 | 27,963 | |
Total assets | 1,066,541 | 1,066,541 | $ 766,628 | ||
Brooks Semiconductor Solutions Group | |||||
Revenue | |||||
Products | 137,025 | 115,634 | 257,228 | 225,029 | |
Services | 21,696 | 19,031 | 43,379 | 36,252 | |
Total revenue | 158,721 | 134,665 | 300,607 | 261,281 | |
Gross profit | 65,299 | 51,325 | 124,752 | 96,794 | |
Brooks Life Science Systems | |||||
Revenue | |||||
Products | 23,466 | 16,979 | 45,447 | 29,698 | |
Services | 25,073 | 17,689 | 50,534 | 38,309 | |
Total revenue | 48,539 | 34,668 | 95,981 | 68,007 | |
Gross profit | 18,930 | 13,199 | 34,692 | 24,673 | |
Operating Segments | |||||
Revenue | |||||
Segment operating income (loss) | 33,519 | 21,293 | 59,741 | 38,776 | |
Depreciation expense | 3,172 | 2,364 | 5,870 | 4,730 | |
Total assets | 738,679 | 738,679 | 632,074 | ||
Operating Segments | Brooks Semiconductor Solutions Group | |||||
Revenue | |||||
Segment operating income (loss) | 30,836 | 20,003 | 57,198 | 37,374 | |
Depreciation expense | 1,133 | 1,319 | 2,282 | 2,595 | |
Total assets | 353,654 | 353,654 | 325,408 | ||
Operating Segments | Brooks Life Science Systems | |||||
Revenue | |||||
Segment operating income (loss) | 2,683 | 1,290 | 2,543 | 1,402 | |
Depreciation expense | 2,039 | $ 1,045 | 3,588 | $ 2,135 | |
Total assets | $ 385,025 | $ 385,025 | $ 306,666 |
Segment Information - Reconcili
Segment Information - Reconciliation of Reportable Segment Operating Income (Loss) to Corresponding Consolidated Amounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||||
Amortization of acquired intangible assets | $ 11,100 | $ 8,400 | ||
Restructuring Charges | $ 49 | $ 860 | 49 | 1,835 |
Total operating income (loss) | 23,819 | 14,801 | 44,659 | 27,963 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total operating income (loss) | 33,519 | 21,293 | 59,741 | 38,776 |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Amortization of acquired intangible assets | 4,629 | 3,294 | 9,218 | 6,358 |
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Other unallocated corporate expenses | $ 5,022 | $ 2,338 | $ 5,815 | $ 2,620 |
Segment Information - Reconci86
Segment Information - Reconciliation of Reportable Segment Assets to Corresponding Consolidated Amounts (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Segment Reporting Information [Line Items] | ||
Assets | $ 1,066,541 | $ 766,628 |
Cash, cash equivalents and marketable securities | 245,179 | 104,292 |
Deferred tax assets | 47,572 | 1,692 |
Equity method investment | 35,134 | 28,593 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 738,679 | 632,074 |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Equity method investment | $ 35,111 | $ 28,570 |
Significant Customers (Details)
Significant Customers (Details) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Customer Concentration Risk | Sales Revenue, Net | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage (as a percent) | 12.00% | 10.00% | 12.00% | 11.00% |
Commitments and Contingencies -
Commitments and Contingencies - Letters of Credit (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding letters of credit | $ 2.6 | $ 3.5 |
Commitments and Contingencies89
Commitments and Contingencies - Purchase Commitments (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Non-cancellable Contracts and Purchase Orders for Inventory | ||
Other Commitments [Line Items] | ||
Other Commitment | $ 163.7 | $ 122 |
Subsequent Events - Acquisition
Subsequent Events - Acquisitions (Details) - Subsequent Event - USD ($) $ in Millions | Apr. 18, 2018 | Apr. 06, 2018 |
Tec-Sem Group AG | ||
Subsequent Event [Line Items] | ||
Noncontrolling interest (as a percent) | 7.00% | |
Tec-Sem Group AG | ||
Subsequent Event [Line Items] | ||
Ownership interest acquired (as a percent) | 93.00% | |
Cash payment subject to working capital adjustments | $ 11.3 | |
BioSpeciMan Corporation | ||
Subsequent Event [Line Items] | ||
Cash payment subject to working capital adjustments | $ 4.8 |
Subsequent Events - Dividend (D
Subsequent Events - Dividend (Details) - $ / shares | Apr. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Subsequent Event [Line Items] | |||||
Cash dividend declared (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.20 | |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Cash dividend declared (in dollars per share) | $ 0.10 | ||||
Cash dividend declared, payment date | Jun. 22, 2018 | ||||
Cash dividend declared, record date | Jun. 1, 2018 |