Document and Entity Information
Document and Entity Information - $ / shares | 3 Months Ended | |
Dec. 31, 2018 | Jan. 31, 2019 | |
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 | Dec. 31, 2018 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 70,960,094 | |
Entity Listing, Par Value Per Share | $ 0.01 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Current assets | ||
Cash and cash equivalents | $ 135,791 | $ 197,708 |
Marketable securities | 28 | 46,281 |
Accounts receivable, net | 164,516 | 125,192 |
Inventories | 110,070 | 96,986 |
Prepaid expenses and other current assets | 42,063 | 31,741 |
Current assets held for sale | 68,334 | 66,148 |
Total current assets | 520,802 | 564,056 |
Property, plant and equipment, net | 96,124 | 59,988 |
Long-term marketable securities | 2,489 | 7,237 |
Long-term deferred tax assets | 23,287 | 43,798 |
Goodwill | 490,525 | 255,876 |
Intangible assets, net | 279,233 | 99,956 |
Other assets | 22,304 | 5,294 |
Non-current assets held for sale | 61,967 | 59,052 |
Total assets | 1,496,731 | 1,095,257 |
Current liabilities | ||
Current portion of long term debt | 9,527 | 2,000 |
Accounts payable | 70,814 | 55,873 |
Deferred revenue | 31,091 | 25,884 |
Accrued warranty and retrofit costs | 6,851 | 6,340 |
Accrued compensation and benefits | 20,799 | 29,322 |
Accrued restructuring costs | 464 | 659 |
Accrued income taxes payable | 6,131 | 6,746 |
Accrued expenses and other current liabilities | 37,068 | 30,405 |
Current liabilities held for sale | 8,335 | 7,388 |
Total current liabilities | 191,080 | 164,617 |
Long-term debt | 531,282 | 194,071 |
Long-term tax reserves | 14,635 | 1,102 |
Long-term deferred tax liabilities | 15,555 | 7,135 |
Long-term pension liabilities | 4,499 | 4,255 |
Other long-term liabilities | 8,979 | 5,547 |
Non-current liabilities held for sale | 506 | 698 |
Total liabilities | 766,536 | 377,425 |
Commitments and contingencies (Note 22) | ||
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, 85,417,038 shares issued and 71,955,169 shares outstanding at December 31, 2018, 84,164,130 shares issued and 70,702,261 shares outstanding at September 30, 2018 | 854 | 841 |
Additional paid-in capital | 1,902,888 | 1,898,434 |
Accumulated other comprehensive income | 15,134 | 13,587 |
Treasury stock, at cost- 13,461,869 shares | (200,956) | (200,956) |
Accumulated deficit | (987,725) | (994,074) |
Total stockholders' equity | 730,195 | 717,832 |
Total liabilities and stockholders' equity | $ 1,496,731 | $ 1,095,257 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Sep. 30, 2018 |
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 | 85,417,038 | 84,164,130 |
Common stock, shares outstanding | 71,955,169 | 70,702,261 |
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 | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | ||
Total revenue | $ 179,368 | $ 142,599 |
Cost of revenue | ||
Total cost of revenue | 107,287 | 88,340 |
Gross profit | 72,081 | 54,259 |
Operating expenses | ||
Research and development | 13,148 | 11,405 |
Selling, general and administrative | 53,541 | 37,929 |
Restructuring charges | 59 | |
Total operating expenses | 66,748 | 49,334 |
Operating income | 5,333 | 4,925 |
Interest income | 423 | 149 |
Interest expense | (5,290) | (2,181) |
Other expenses, net | (30) | (1,924) |
Income before income taxes | 436 | 969 |
Income tax benefit | (5,830) | (650) |
Income from continuing operations | 6,266 | 1,619 |
Income from discontinued operations, net of tax | 8,149 | 14,867 |
Net income | $ 14,415 | $ 16,486 |
Basic net income per share attributable to Brooks Automation, Inc. common stockholders: | ||
Income from continuing operations (in dollars per share) | $ 0.09 | $ 0.02 |
Income from discontinued operations, net of tax (in dollars per share) | 0.11 | 0.21 |
Basic net income per share (in dollars per share) | 0.20 | 0.23 |
Diluted net income per share attributable to Brooks Automation, Inc. common stockholders: | ||
Income from continuing operations (in dollars per share) | 0.09 | 0.02 |
Income from discontinued operations, net of tax (in dollars per share) | 0.11 | 0.21 |
Diluted net income per share (in dollars per share) | $ 0.20 | $ 0.23 |
Weighted average shares used in computing net income per share: | ||
Basic (in shares) | 71,450 | 70,183 |
Diluted (in shares) | 72,165 | 70,864 |
Products | ||
Revenue | ||
Total revenue | $ 141,732 | $ 105,772 |
Cost of revenue | ||
Total cost of revenue | 83,481 | 63,529 |
Services | ||
Revenue | ||
Total revenue | 37,636 | 36,827 |
Cost of revenue | ||
Total cost of revenue | $ 23,806 | $ 24,811 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 14,415 | $ 16,486 |
Other comprehensive income, net of tax: | ||
Cumulative foreign currency translation adjustments | 1,677 | 4,131 |
Unrealized gains (losses) on marketable securities, net of tax effects of ($38) and $0 during the three months ended December 31, 2018 and 2017 | (121) | |
Actuarial gains (losses), net of tax effects of $2 and ($2) during the three months ended December 31, 2018 and 2017 | (9) | (9) |
Total other comprehensive income, net of tax | 1,547 | 4,122 |
Comprehensive income | $ 15,962 | $ 20,608 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gains (losses) on marketable securities, tax | $ (38) | $ 0 |
Actuarial gains (losses), tax | $ 2 | $ (2) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net income | $ 14,415 | $ 16,486 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 11,838 | 8,521 |
Stock-based compensation | 4,467 | 4,809 |
Amortization of premium on marketable securities and deferred financing costs | 235 | 122 |
Earnings of equity method investments | (1,772) | (2,180) |
Deferred income tax benefit | (7,682) | (689) |
Other gains on disposals of assets | 6 | |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (13,826) | (16,157) |
Inventories | (12,260) | (5,518) |
Prepaid expenses and other assets | 1,029 | 3,285 |
Accounts payable | 7,932 | 4,449 |
Deferred revenue | 6,385 | 1,376 |
Accrued warranty and retrofit costs | 572 | 87 |
Accrued compensation and tax withholdings | (13,842) | (11,145) |
Accrued restructuring costs | (181) | (592) |
Accrued expenses and other liabilities | 8,948 | 362 |
Net cash provided by operating activities | 6,264 | 3,216 |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (3,560) | (2,700) |
Purchases of marketable securities | (1,290) | (26,875) |
Sales of marketable securities | 48,904 | |
Maturities of marketable securities | 2,557 | 100 |
Acquisitions, net of cash acquired | (445,210) | (65,074) |
Proceeds from sales of property, plant and equipment | 200 | |
Net cash used in investing activities | (398,599) | (94,349) |
Cash flows from financing activities | ||
Proceeds from term loan | 340,540 | 197,554 |
Payment of deferred financing costs | (318) | |
Repayment of term loan | (1,789) | |
Payment of capital lease | (121) | |
Common stock dividends paid | (7,208) | (7,057) |
Net cash provided by financing activities | 331,422 | 190,179 |
Effects of exchange rate changes on cash and cash equivalents | (1,004) | 1,671 |
Net increase (decrease) in cash and cash equivalents | (61,917) | 100,717 |
Cash and cash equivalents, beginning of period | 197,708 | 101,622 |
Cash and cash equivalents, end of period | 135,791 | 202,339 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property, plant and equipment included in accounts payable | 1,717 | 865 |
Deferred financing costs included in accounts payable | $ 1,750 | $ 143 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Dec. 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. In the fourth quarter of fiscal year 2018, the Company entered into a definitive agreement to sell its semiconductor cryogenics business to Edwards Vacuum LLC (a member of the Atlas Copco Group), (the “Disposition”). The Company determined that the cryogenics business met the “held for sale” criteria and the “discontinued operations” criteria in accordance with Financial Accounting Standard Boards (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements , (“FASB ASC 205”) as of December 31, 2018. The Consolidated Balance Sheets and Consolidated Statements of Operations, and the notes to the Consolidated Financial Statements were restated for all periods presented to reflect the discontinuation of the cryogenics business, in accordance with FASB ASC 205. The discussion in the notes to these Consolidated Financial Statements, unless otherwise noted, relate solely to the Company's continuing operations. Please refer to Note 3, “Discontinued Operations” for further information. 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, 2018 (the "2018 Annual Report on Form 10‑K"). The accompanying Consolidated Balance Sheet as of September 30, 2018 was derived from the audited annual consolidated financial statements as of the period then ended. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 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 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 $ 0.1 million and $2.0 million, respectively, during the three months ended December 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 months ended December 31, 2018 and 2017 (in thousands): Three Months Ended December 31, 2018 2017 Realized gains (losses) on derivatives not designated as hedging instruments $ 2,977 $ (1,673) 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 described below 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 equivalents and available for sale securities. FASB ASC 820, Fair Value Measurement and Disclosures , establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. 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 December 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 August 2018, the FASB issued ASU 2018-14, Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans , which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amendments require additional disclosure for the weighted-average interest crediting rates, a narrative description of the reasons for significant gains and losses, and an explanation of any other significant changes in the benefit obligation or plan assets. The amendment removes disclosure requirement for accumulated other comprehensive income expected to be recognized over the next year, information about plan assets to be returned to the entity, and the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement health care benefits. The ASU is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The ASU does not amend the interim disclosure requirements of ASC 715-20. The Company is currently evaluating the impact of this ASU. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which amends ASC 820 to add and remove disclosure requirements related to fair value measurement. The amendments include new disclosure requirement for changes in unrealized gains or losses included in other comprehensive income (OCI) for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The amendments eliminated disclosure requirements for amount of and reasons for transfers between Level 1 and Level 2, valuation processes for Level 3 fair value measurements, and policy for timing of transfers between levels of the fair value hierarchy. In addition, the amendments modified certain disclosure requirement to provide clarification or to promote appropriate exercise of discretion by entities. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted. The Company is currently evaluating the impact of this ASU. In March 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which amends ASC 220 to add, remove, and clarify disclosure requirements related to reporting comprehensive income. This ASU gives entities the option to reclassify tax effects recorded 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 its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) , which amends ASC 326 to add, remove, and clarify disclosure requirements related to credit losses of financial instruments . The new guidance introduces a new "expected loss" impairment model which applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities and other financial assets. Entities are required to estimate expected credit losses over the life of financial assets and record an allowance against the assets’ amortized cost basis to present them at the amount expected to be collected. Additionally, the guidance amends the impairment model for available for sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on such debt security is a credit loss. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption of the newly issued guidance is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The standard should be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company expects to adopt the guidance during the first quarter of fiscal year 2021 and is currently evaluating the impact of this guidance on its financial position and results of operations. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , an amendment of the FASB ASC. 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 May 2014, the FASB issued new accounting guidance for reporting revenue recognition, ASC 606 Revenue from Contracts with Customers (“ASC 606”). 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. In addition, the guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The guidance also specifies the accounting for certain costs to obtain and fulfill a contract, as codified in ASC 340-40 Accounting for Other Assets and Deferred Costs (“ASC 340-40”). The Company adopted this standard effective October 1, 2018, using the modified retrospective method and has only applied this method to contracts that were not completed as of the effective date and all new contracts initiated on or after the effective date. Results for reporting periods beginning on or after October 1, 2018 are presented under ASC 606, while prior period amounts have not been restated and continue to be reported in accordance with the governing revenue recognition standards applicable to that period. The impact of the cumulative effect of adopting ASC 606 effective October 1, 2018 on the Company’s Consolidated Balance Sheet is as follows: As Reported Impact of Adopting As Adopted September 30, 2018 ASC 606 October 1, 2018 Prepaid expenses and other current assets $ 31,741 $ 350 $ 32,091 Prepaid expenses and other current assets - discontinued operations 343 235 578 Other assets 5,294 1,483 6,777 Long-term deferred tax assets 43,798 403 44,201 Deferred revenue 25,884 2,850 28,734 Deferred revenue - discontinued operations 1,052 480 1,532 Accumulated deficit (994,074) (859) (994,933) Upon adoption the Company recorded a cumulative effect adjustment of $0.9 million, net of tax adjustment of $0.4 million, which resulted in an increase to the opening accumulated deficit balance on the Consolidated Balance Sheet, primarily driven by deferral of previously recognized revenue within the Brooks Life Sciences segment, offset by deferral of previously recognized commission expense within the Brooks Life Sciences segment and acceleration of revenue within the Brooks Semiconductor Solutions Group segment. A portion of the adjustment related to the acceleration of revenue within the Brooks Semiconductor Solutions Group segment results from the change in the revenue recognition rules. Upon the adoption of ASC 606, the Company is no longer required to defer revenue in accordance with billing constraints defined in the contract with the customer. The change impacted the Company’s semiconductor contamination control solutions revenue stream as the Company is now permitted to recognize revenue in an amount equivalent to the transfer of control that has occurred. (Please refer to Note 13, “Revenue” for further information on when control is transferred). As a result, revenue previously deferred due to the contractual billing restraints that otherwise met the revenue recognition requirements was accelerated into the opening accumulated deficit balance resulting in an increase to accumulated deficit of $0.9 million as of October 1, 2018. A portion of the adjustment related to the deferral of previously recognized revenue within the Brooks Life Science segment related to fees associated with registration of biological samples. This adjustment is derived from the new requirement to recognize revenue associated with certain sample life cycle management solutions transactions over time under ASC 606, while historically these transactions have been recorded at a point in time. Registration fees for these samples were previously recognized as revenue at a point in time upon completion of the registration and are now required to be recognized ratably over the period of benefit under ASC 606. As a result, upon adopting the standard the Company deferred previously recognized registration fee revenue for contracts not completed as of the effective date. The period of benefit associated with registration fees has been determined to be approximately 24 months resulting in the deferral of revenue historically recognized at a point in time over this period. This change resulted in a decrease to accumulated deficit of $3.1 million as of October 1, 2018. A portion of the adjustment is related to the deferral of previously recognized commission expense within the Brooks Life Science segment. This portion of the adjustment is derived from the new requirement to recognize the cost to obtain certain transactions over time under ASC 340-40, while historically this expense has been recognized at a point in time. The standard requires certain costs incurred to obtain a contract to be recorded as an asset when incurred and expensed as the transfer of control of the underlying performance obligations occur or over the estimated customer life, depending on the nature of the underlying contract. As a result, upon adopting the standard the Company deferred previously recognized costs for contracts not completed as of the effective date. The estimated customer life has been determined to be approximately 60 months resulting in the deferral of costs historically expensed at a point in time over this period. This change resulted in an increase to accumulated deficit of $1.5 million as of October 1, 2018. Additional changes to the Company’s accumulated deficit were made as the result of adopting ASC 606. These changes, which resulted in a cumulative decrease to accumulated deficit of $0.2 million as of October 1, 2018, were driven by the identification of additional performance obligations as well as changes in the transfer of control of certain performance obligations across both the Brooks Semiconductor Solutions Group and Brooks Life Science segments. The additional changes to the Company’s accumulated deficit included a cumulative decrease to accumulated deficit of $0.2 million from discontinued operations. As the Company has adopted ASC 606 using the modified retrospective method, the standard requires disclosure of impact from adoption of the standard to each financial statement line item in the current reporting period. The impact of adoption of ASC 606 on the Company’s Consolidated Statement of Operations and Consolidated Balance sheet was as follows: Three Months Ended December 31, 2018 Without adoption of Effect of Change As Reported ASC 606 Higher/(Lower) Revenue $ 179,368 $ 179,769 $ (401) Cost of revenue 107,287 107,799 (512) Gross profit 72,081 71,970 111 Operating expenses 66,748 66,544 204 Operating income $ 5,333 $ 5,426 $ (93) December 31, 2018 Without adoption of Effect of Change As Reported ASC 606 Higher/(Lower) Prepaid expenses and other current assets $ 42,063 $ 37,292 $ 4,771 Other assets 22,304 21,025 1,279 Deferred revenue 31,091 28,944 2,147 Accumulated deficit (987,725) (991,628) 3,903 The difference between the reported results and the results without the adoption of ASC 606 was primarily driven from the elimination of revenue constraints due to billing limitations that resulted in acceleration of revenue within the Brooks Semiconductor Solutions Group segment and the deferral of fees associated with the registration of biological samples within the Brooks Life Science segment. Amortization of costs to obtain a contract capitalized through the cumulative effect adjustment described above have resulted in additional expense in the current period under ASC 606. Except as disclosed above, the adoption of ASC 606 did not have a significant impact on the Company’s Consolidated Statement of Operations and Consolidated Balance Sheet for the three months ended December 31, 2018. 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 2018 Annual Report on Form 10‑K. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 3. Discontinued Operations On August 27, 2018, the Company entered into a definitive agreement to sell its semiconductor cryogenics business to Edwards Vacuum LLC (a member of the Atlas Copco Group) for $675.0 million in cash. The purchase price is subject to adjustments for working capital and other items. The Company anticipates closing of the transaction in the third fiscal quarter of 2019 upon satisfaction of various closing conditions and regulatory approvals. The semiconductor cryogenics business consists of the CTI pump business, Polycold chiller business, the related services business and the Company's 50% share in Ulvac Cryogenics, Inc., a joint venture based in Japan. The semiconductor cryogenics business was originally acquired by the Company in its 2005 merger with Helix Technology Corporation and is included in the Brooks Semiconductor Solutions Group segment as part of the segment. In connection with the Disposition, the Company and Edwards have agreed to enter into a transition service agreement, a supply agreement, and lease agreements. The transition service agreement outlines the information technology, people, and facility support the Company expects to provide to Edwards for a period up to 9 months after transaction closing date. The supply agreement allows the Company to purchase CTI and Polycold goods at cost from Edwards up to an aggregate amount equal to $1.0 million during the one-year term after closing of the Disposition. The lease agreements will provide facility space to Edwards free of charge for three years after the transaction closing date. Edwards will have the option to renew each lease at the then current market rates after the initial three-year lease term has ended. This Disposition is consistent with the Company’s long-standing strategy to increase shareholder value by accelerating the growth of its Life Sciences business with further acquisitions and strengthening its semiconductor automation business with opportunistic acquisitions. The Disposition met the "held for sale" criteria and the “discontinued operation” criteria in accordance with FASB ASC 205 as of September 30, 2018. As such, its operating results have been reported as a discontinued operation for all periods presented. The following table presents the financial results of discontinued operations (in thousands): Three Months Ended December 31, 2018 2017 Revenue Products $ 28,786 $ Services 10,538 Total revenue 39,324 46,729 Cost of revenue Products 16,516 Services 6,049 Total cost of revenue 22,565 Gross profit 16,759 Operating expenses Research and development 2,158 Selling, general and administrative 7,203 Total operating expenses 9,361 Operating income 7,398 Other (expense) income, net 289 Income before income taxes and earnings of equity method investment Income tax provision Income before equity in earnings of equity method investment Equity in earnings of equity method investment Net income $ $ The table above reflects revenue for the three months ended December 31, 2018 in accordance with ASC 606, while results for the three months ended December 31, 2017 have not been restated and are reported in accordance with the governing revenue recognition standards applicable to that period. Results for the three months ended December 31, 2018 were not significantly impacted by the adoption of ASC 606. The Company performed its annual goodwill impairment analysis in April 2018. This analysis was updated upon announcement of the Disposition for the year ended September 30, 2018. The Company has concluded that there is no impairment indicator related to the goodwill of the Disposition group at either date the impairment analysis was performed. The following table presents the summarized financial information for Ulvac Cryogenics, Inc., the unconsolidated subsidiaries accounted for based on the equity method (in thousands): December 31, September 30, 2018 2018 Balance Sheets: Current assets $ 71,538 $ 69,302 Non-current assets 21,568 21,338 Current liabilities 30,467 26,006 Non-current liabilities 8,588 8,397 Three Months Ended December 31, 2018 2017 Statements of Operations: Total revenue $ 22,299 $ 22,878 Gross profit 8,928 9,226 Operating Income 5,124 5,343 Net income 3,496 4,285 The following table presents the significant non-cash items and capital expenditures for the discontinued operations that are included in the Consolidated Statements of Cash Flows (in thousands): Three Months Ended December 31, 2018 2017 Depreciation and amortization $ 2 $ 195 Capital expenditures 308 26 Stock-based compensation 291 246 Earnings of equity method investment (1,772) (2,180) The carrying value of the assets and liabilities of the discontinued operations on the Consolidated Balance Sheet as of December 31, 2018 and September 30, 2018 were as follows (in thousands). Balances as of December 31, 2018 are presented under ASC 606, while balances as of September 30, 2018 have not been restated and are reported in accordance with the governing revenue recognition standards applicable to that period. The carrying value of the assets and liabilities associated with discontinued operations as of December 31, 2018 was not significantly impacted by the adoption of ASC 606: December 31, September 30, 2018 2018 Assets Accounts receivable, net $ 28,327 $ 27,852 Inventories 39,884 37,953 Other current assets 123 343 Total current assets of discontinued operation $ 68,334 $ 66,148 Property, plant and equipment, net $ 1,397 $ 1,081 Goodwill 26,485 26,485 Intangibles, net 14 14 Equity method investment 34,053 31,472 Other assets 18 - Total long-term assets of discontinued operation $ 61,967 $ 59,052 Liabilities Deferred revenue $ 1,907 $ 1,052 Accrued warranty and retrofit costs 2,400 2,464 Accrued compensation and benefits 3,325 3,648 Other current liabilities 703 224 Total current liabilities of discontinued operation $ 8,335 $ 7,388 Long-term liabilities of discontinued operation $ 506 $ 698 |
Marketable Securities
Marketable Securities | 3 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 4. Marketable Securities The Company invests in marketable securities that are classified as available-for-sale and 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. Unrealized gains and losses are excluded from earnings and reported as a separate component of accumulated other comprehensive income until the security is sold or matures. Gains or losses realized from sales of marketable securities are computed based on the specific identification method and recognized as a component of "Other expenses, net" in the accompanying unaudited Consolidated Statements of Operations. There were no sales of marketable securities during the three months ended December 31, 2017. During the three months ended December 31, 2018, the Company sold marketable securities with a fair value and amortized cost of $49.4 million and $49.5 million, respectively, and recognized net losses of $0.1 million. As a result, during this period, the Company collected cash proceeds of $48.9 million from the sale of marketable securities and reclassified net unrealized holding losses of $0.1 million from accumulated other comprehensive income into "Other expenses, net" in the accompanying unaudited Consolidated Statements of Operations as a result of these transactions. The following is a summary of the amortized cost and the fair value, including accrued interest receivable and unrealized holding gains (losses) on the short-term and long-term marketable securities as of December 31, 2018 and September 30, 2018 (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Losses Gains Fair Value December 31, 2018: Corporate securities $ 2,489 $ — $ — $ 2,489 Other debt securities 28 28 $ 2,517 $ — $ — $ 2,517 September 30, 2018: U.S. Treasury securities and obligations of U.S. government agencies $ 30,142 $ (65) $ — $ 30,077 Bank certificates of deposits 5,148 — 1 5,149 Corporate securities 14,763 (30) — 14,733 Municipal securities 2,797 (17) — 2,780 Other debt securities 779 — — 779 $ 53,629 $ (112) $ 1 $ 53,518 The fair values of the marketable securities by contractual maturities at December 31, 2018 are presented below (in thousands): Fair Value Due in one year or less $ 28 Due after one year through five years — Due after five years through ten years — Due after ten years 2,489 Total marketable securities $ 2,517 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. There were no securities in an unrealized loss position as of December 31, 2018. The aggregate fair value of the marketable securities in an unrealized loss position was $43.0 million as of September 30, 2018. Aggregate unrealized losses for these securities were insignificant as of September 30, 2018 and are presented in the table above. As of September 30, 2018, marketable securities in an unrealized loss position was comprised primarily of U.S. Treasury securities, corporate securities, and municipal securities. The securities in an unrealized loss position as of September 30, 2018 were not considered other-than-temporarily impaired and, as such, the Company did not recognize impairment losses during the period then ended. The unrealized losses were attributable to changes in interest rates that impacted the value of the investments. Cash equivalents of less than $0.1 million and $50.6 million, respectively, at December 31, 2018 and September 30, 2018 consist of money market funds and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Cash equivalents of less than $0.1 million at December 31, 2018 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 | 3 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 5. Acquisitions Acquisition Completed in Fiscal Year 2019 Acquisition of GENEWIZ On November 15, 2018, the Company acquired all the outstanding capital stock of GENEWIZ Group (“GENEWIZ”), a leading global genomics service provider headquartered in South Plainfield, New Jersey. GENEWIZ provides genomics services that enable research scientists to advance their discoveries within the pharmaceutical, academic, biotechnology, agriculture and other markets. It provides gene sequencing and synthesis services for more than 4,000 institutional customers worldwide supported by their global network of laboratories spanning the United States, China, Japan, Germany and the United Kingdom. This transaction added a new and innovative platform which the Company expects to leverage, along with its core capabilities, to add even more value to samples under the Company’s care. The total cash purchase price for the acquisition was $442.4 million, net of cash acquired. The total purchase price is subject to working capital, and other adjustments, e.g., adjustment for cash and debt. The Company used the proceeds of the incremental loan described in Note 8, “Debt” to pay a portion of the purchase price. On the acquisition date, the Company paid $32.3 million to escrow accounts related to the satisfaction of the seller's indemnification obligations with respect to their representations and warranties and other indemnities. The Company also retained an amount equal to $1.5 million (adjustment holdback) as collateral for any adjustment shortfall in determining the final merger consideration. The final settlement of the adjustment hold back is expected to be determined during the second quarter of the Company’s 2019 fiscal year. The Company recorded the following assets acquired and liabilities assumed related to GENEWIZ at their fair values as of the acquisition date, from a market participant’s perspective (in thousands). While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed on the acquisition date, its estimates and assumptions are subject to refinement. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. The finalization of the assignment of fair values will be completed within one year. Fair Value of Assets and Liabilities Accounts receivable, net $ 26,952 Inventories 4,370 Prepaid expenses and other current assets 11,210 Property, plant and equipment, net 36,379 Goodwill 236,504 Intangible assets, net 188,524 Other assets 15,998 Current portion of long-term debt (3,170) Accounts payable (6,522) Deferred revenue (67) Accrued compensation and benefits (5,145) Other current liabilities (6,771) Long-term debt (2,482) Long-term tax reserves (13,400) Long-term deferred tax liabilities (37,415) Other long-term liabilities (2,602) Total purchase price, net of cash acquired $ 442,363 The Company applied variations of the income approach to estimate the fair values of the intangibles assets acquired. The identifiable intangible assets include customer relationships (excess earnings method) of $125.4 million with a useful life of 14 years, completed technology (relief from royalty method) of $44.1 million with useful lives from 10 to 15 years and trademarks (relief from royalty method) of $19.0 million with a useful life of 13 years. The intangible assets acquired are amortized over the total weighted average period of 13.3 years using methods that approximate the pattern in which the economic benefits are expected to be realized. Goodwill of $236.5 million largely reflects the potential synergies and expansion of the Company’s core technologies and offerings in the Life Sciences business. The goodwill from this acquisition is reported within the Brooks Life Sciences segment and is not tax deductible. The revenues and net income from GENEWIZ included in the Company's consolidated results for the reporting period since acquisition were $16.4 million and $0.9 million, respectively. During the three months ended December 31, 2018, net income included $1.6 million related to amortization expense of acquired intangible assets. The Company incurred $10.0 million in transaction costs related to the acquisition of which $6.3 million was incurred during the three months ended December 31, 2018. The following unaudited pro forma information reflects our consolidated results of operations as if the acquisition had taken place on October 1, 2017. The unaudited pro forma information is not necessarily indicative of the results of operations that we would have reported had the transaction actually occurred at the beginning of these periods nor is it necessarily indicative of future results. The unaudited pro forma financial information does not reflect the impact of future events that may occur after the acquisition, including, but not limited to, anticipated costs savings from synergies or other operational improvements (in thousands). Three Months Ended December 31, 2018 Three Months Ended December 31, 2017 Revenue $ Net income (loss) (35,325) (8,714) The unaudited pro forma financial information presented in the table above has been adjusted to give effect to adjustments that are (1) directly related to the acquisition; (2) factually supportable; and (3) expect to have a continuing impact. These adjustments include, but are not limited to, the application of our accounting policies, elimination of related party transactions, depreciation and amortization related to fair value adjustments to property, plant and equipment and intangible assets, and interest expense on acquisition related debt. Revenue for the three months ended December 31, 2018 is recognized in accordance with ASC 606, while results for the three months ended December 31, 2017 have not been restated and are reported in accordance with the governing revenue recognition standards applicable to that period. Pro forma revenue for the three months ended December 31, 2018 has been decreased by $0.4 million for the adoption of ASC 606. To present our consolidated results of operations as if the acquisition had taken place on October 1, 2017, the unaudited pro forma earnings for the period from October 31, 2018 to December 31, 2018 and the three months ended December 31, 2017 have been adjusted to include the following additional expenses related to the acquisition: $1.6 million and $3.3 million, respectively, of property, plant, and equipment, leases, and intangible asset step-up depreciation and amortization expense, and $2.0 million and $4.8 million, respectively, of interest expense related to financing activities. The net loss of $35.3 million for the quarter ended December 31, 2018 is mainly due to the one-time option, bonus, and transaction costs of $43.9 million incurred by GENEWIZ and one-time transaction costs of $6.3 million incurred by Brooks. Acquisitions Completed in Fiscal Year 2018 Acquisition of Tec-Sem 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 fabrication automation equipment with a focus on reticle management. The preliminary amounts recorded were as follows (in thousands): Fair Value of Assets Liabilities Accounts receivable (approximates contractual value) $ 988 Inventories 4,297 Prepaid expenses and other current assets 4,038 Property, plant and equipment 85 Intangible assets 10,694 Goodwill 7,665 Accounts payable (1,049) Accrued liabilities (6,962) Deferred tax liabilities (1,391) Accrued pension liability (2,800) Total purchase price, net of cash acquired $ 15,565 The Company applied variations of the income approach to estimate the fair values of the intangibles assets acquired. The identifiable intangible assets include completed technology (excess earnings method) of $8.4 million with a useful life of 10 years, backlog (excess earnings method) of $1.6 million with a useful life of 1 year, and customer relationships (distributor method) of $0.7 million with a useful life of 9 years. The intangible assets acquired are amortized over the total weighted average period of 8.6 years using methods that approximate the pattern in which the economic benefits are expected to be realized. Goodwill of $7.7 million largely reflects the potential synergies and expansion of technical capabilities to the Company's existing contamination control solutions business. The goodwill from this acquisition is reported within the Brooks Semiconductor Solutions Group segment and is not tax deductible. As part of the acquisition, the Company assumed all the assets and liabilities of Tec-Sem’s Swiss defined benefit plan, which covered substantially all its full-time employees. At acquisition date, the plan was fully funded for each employee’s pension contribution plus an expected rate of return equal to the statutory discount rate. Total plan assets and plan liability were $5.1 million and $7.9 million, respectively, at acquisition date. The Company recorded a liability of $2.8 million for the unfunded projected benefit obligation related to each plan participant’s future services. The Company reports the results of operations for Tec-Sem in the Brooks Semiconductor Solutions Group segment starting from the acquisition date. The revenues and net income from Tec-Sem included in the Company's consolidated results for the three months ended December 31, 2018 were $9.3 million and $1.7 million, respectively. During the three months ended December 31, 2018, the net income included $0.2 million related to the step-up in value of the acquired inventories and $0.9 million related to amortization expense of acquired intangible assets. The escrow at closing had a balance of $2.6 million which consisted of $1.8 million related to satisfaction of the sellers' indemnification obligations with respect to their representations and warranties and other indemnities. The remaining $0.8 million of the escrow balance is related to a performance obligation that the Company assumed at the acquisition date for the transfer of non-core wafer stocker technology to an unrelated third party. Upon successful delivery of such technology, the Company expects to collect a portion of the $0.8 million which will represent reimbursement of costs incurred to complete development. The Company did not present a pro forma information summary for its consolidated results of operations for the three months ended December 31, 2018 and 2017 as if the acquisition of Tec-Sem occurred on October 1, 2016 because such results were immaterial. Acquisition of 4titude Limited On October 5, 2017, the Company acquired all 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 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 The Company applied variations of the income approach to estimate the fair values of the intangibles assets acquired. The identified intangible assets include customer relationships (excess earnings method) of $21.4 million with a useful life of 10 years, completed technology (relief from royalty method) of $5.2 million with a useful life of 13 years, backlog (excess earnings method) of $0.4 million with a useful life of 1 year and trademarks (excess earnings method) of $0.2 million with a useful life of 1 year. 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. 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. During the three months ended December 31, 2018, revenue and net income from 4titude recognized in the Company’s results of operations were $3.9 million and less than $0.1 million, respectively. During the three months ended December 31, 2017, revenue and net loss from 4titude recognized in the Company’s results of operations were $3.4 million and $1.1 million, respectively. During the three months ended December 31, 2018 and 2017, the net income or loss included recurring charges of $0.9 million and $1.0 million, respectively, related to amortization expense of acquired intangible assets. During the three months ended December 31, 2017, the net loss also included non-recurring charges of $1.2 million related to the step-up in value of the acquired inventories. During the three months ended December 31, 2017, the Company incurred $0.5 million 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. There were no transaction costs related to the 4titude acquisition during the three months ended December 31, 2018. The Company did not present a pro forma information summary for its consolidated results of operations for the three months ended December 31, 2018 and 2017 as if the acquisition of 4titude occurred on October 1, 2016 because such results were immaterial. Other On April 20, 2018, the Company acquired BioSpeciMan Corporation (“BioSpeciMan”), a Canadian provider of storage services for biological sample materials. BioSpeciMan, founded in 2002, provides temperature controlled biological sample storage services to an attractive mix of pharma, biotech and contract lab customers. This acquisition has expanded customer relationships and geographic reach within its growing sample management storage services business in the Brooks Life Sciences segment. The total cash payment made by the Company was $5.2 million, net of cash acquired and subject to working capital adjustments. The Company allocated the purchase price of $5.2 million based on the fair value of the assets and liabilities acquired as of the acquisition date, which included $0.3 million of accounts receivable, $2.6 million of customer relationships, $2.7 million of goodwill and $0.7 million of assumed liabilities. The Company applied the excess earnings method, a variation of the income approach to determine the fair value of the customer relationship intangible asset. The purchase price allocation was based on a preliminary valuation which is subject to further adjustments within the measurement period when additional information becomes available. The goodwill from this acquisition is reported within the Brooks Life Sciences segment and is not tax deductible. At the acquisition date, a cash payment of $0.5 million was held back for potential working capital adjustments and the sellers' satisfaction of general representations and warranties. These holdback payments were ascribed to the purchase price. The operating results of the acquisition have been reflected in the results of operations for the Brooks Life Sciences segment from the date of the acquisition. The Company did not present a pro forma information summary for its consolidated results of operations for the three months ended December 31, 2018 and 2017 as if the acquisition of BioSpeciMan occurred on October 1, 2016 because such results were immaterial. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill represents the excess of net book value over the estimated fair value of net tangible and identifiable intangible assets of a reporting unit. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. 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 three months ended December 31, 2018. Please refer to Note 7, "Goodwill and Intangible Assets" to the Company's consolidated financial statements included in the 2018 Annual Report on Form 10-K for further information on the goodwill impairment testing performed during fiscal year 2018. The components of the Company’s goodwill by operating segment at December 31, 2018 and September 30, 2018 are as follows (in thousands): Brooks Semiconductor Solutions Brooks Group Life Sciences Other Total Gross goodwill, at September 30, 2018 $ 636,907 $ 207,913 $ 26,014 $ 870,834 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at September 30, 2018 47,963 207,913 — 255,876 Acquisitions and adjustments (167) 234,816 — 234,649 Gross goodwill, at December 31, 2018 636,740 442,729 26,014 1,105,483 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at December 31, 2018 $ 47,796 $ 442,729 $ — $ 490,525 During the three months ended December 31, 2018, the Company recorded a goodwill increase of $234.6 million primarily related to the acquisition of GENEWIZ which represented the excess of the consideration transferred over the fair value of the net assets acquired. Please refer to the Note 5 "Acquisitions" for further information on this transaction. The components of the Company’s identifiable intangible assets as of December 31, 2018 and September 30, 2018 are as follows (in thousands): December 31, 2018 September 30, 2018 Accumulated Net Book Accumulated Net Book Cost Amortization Value Cost Amortization Value Patents $ 5,302 $ 4,401 $ 901 $ 5,302 $ 4,325 $ 977 Completed technology 88,475 30,790 57,685 44,829 28,934 15,895 Trademarks and trade names 25,316 3,444 21,872 6,298 2,953 3,345 Customer relationships 266,425 67,650 198,775 142,489 62,750 79,739 $ 385,518 $ 106,285 $ 279,233 $ 198,918 $ 98,962 $ 99,956 Amortization expense for intangible assets was $7.8 million and $5.5 million, respectively, during the three months ended December 31, 2018 and 2017. Estimated future amortization expense for the intangible assets for the remainder of fiscal year 2019, the subsequent four fiscal years and thereafter is as follows (in thousands): Fiscal year ended September 30, 2019 $ 26,976 2020 41,340 2021 37,547 2022 34,545 2023 31,589 Thereafter 107,236 $ 279,233 |
Line of Credit
Line of Credit | 3 Months Ended |
Dec. 31, 2018 | |
Line of Credit | |
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 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 sub-limits for letters of credit were reduced to $7.5 million under the amended terms of the credit agreement. All outstanding borrowings under the credit agreement are guaranteed by the Company and BioStorage Technologies, Inc., its wholly-owned subsidiary, 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 December 31, 2018 and September 30, 2018. 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. Deferred financing costs were $0.5 million at both December 31, 2018 and September 30, 2018. 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 and affirmative and negative covenants as well as events of default. The Company was in compliance with the line of credit covenants as of December 31, 2018 and September 30, 2018. |
Debt
Debt | 3 Months Ended |
Dec. 31, 2018 | |
Secured Debt | |
Debt Instrument [Line Items] | |
Debt | 8. Debt Term Loans 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. On November 15, 2018, the Company entered into an incremental Amendment (the “Amendment”) to the existing credit agreement. Under the Amendment, the Company obtained an incremental term loan in an aggregate principal amount of $350.0 million. The proceeds of the incremental loan were used to finance a portion of the purchase price for the Company’s acquisition of GENEWIZ. The term loan was issued at $340.5 million, or 97.3% of its par value, resulting in a discount of $9.5 million, or 2.7%, which represented financing cost of the loan. Except as provided in the Amendment, the incremental loan is subject to the same terms and conditions as set forth in the existing credit agreement. 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 Amendment, the Company may elect that the borrowings comprising the incremental loan bear interest at a rate per annum equal to (a) the Alternate Base Rate (the “ABR”) plus 1.50%; or (b) the Adjusted LIBOR plus 2.50%. ABR is equal to the highest of (a) the federal funds effective rate plus 0.50%, (b) the prime rate, or (c) one-month LIBOR rate plus 1.00%. The LIBOR is equal to the rate for eurodollar deposits in the London interbank market for a period of one, two, three or six months, in each case selected by the Company . “Adjusted LIBOR” is the LIBOR as adjusted for statutory reserve requirements for eurodollar liabilities. 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 December 31, 2018, deferred financing costs were $11.6 million. 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 December 31, 2018 , the Company was in compliance with all covenants and conditions under the term loan agreement. In connection with the GENEWIZ acquisition, we assumed three five-year term loans for a total of $3.3 million and two one-year short term loans for a total of RMB 22 million or $3.2 million. The three five-year term loans were initiated during 2016 and mature in 2021. The principal payments are payable in eight installments equal to 12.5% of the initial principal amount of the term loans on December 14th and June 14th of each year, commencing in 2017. The three five-year term loans were secured to fund equipment payments and the interest rates were equal to the LIBOR plus 3.1%. The two one-year term loans were borrowed to fund operations. Both of the one-year term loans were initiated in 2018 and mature in 2019. The principal payments are due at the maturity date. The interest rates of these two loans were 4.56% and 4.35%. There is no deferred financing costs related to either the five-year term loans or the one-year term loans. At December 31, 2018, we had an aggregate outstanding principal balance of $2.1 million and $3.2 million for the three five-year term loans and two one-year short term loans, respectively. During the three months ended December 31, 2018, the weighted average stated interest rate paid on all oudtanding debt was 5.0%. During the three months ended December 31, 2018, the Company incurred aggregate interest expense of $5.3 million in connection with the borrowings, including $0.4 million of deferred financing costs amortization. As of December 31, 2018 , the estimated fair value of the outstanding principal balance of the debt no our balance sheet approximates its carrying value. The fair value was determined based on observable market inputs and classified within Level 2 of the fair value hierarchy due to a lack of an active market for this term loan or a similar loan instrument. The following are the future minimum principal payment obligations under all of the Company’s outstanding debt as of December 31, 2018. Amount Fiscal year ended September 30, 2019 $ 7,738 2020 6,327 2021 6,328 2022 5,500 2023 5,500 Thereafter 521,000 Total outstanding principal balance 552,393 Unamortized deferred financing costs (11,584) 540,809 Current portion of long-term debt 9,527 Non-current portion of long-term debt $ 531,282 Capital Lease Obligations In connection with the GENEWIZ acquisition, the Company assumed five capital lease obligations related to leases of equipment. Three of the capital leases were initiated in 2016 and mature in 2021 and two of them were initiated in 2017 and mature in 2022. The outstanding principal balance of these obligations is included within “Other long-term liabilities” on the Company’s Consolidated Balance Sheets. See below for the future minimum principal payment obligations under the capital lease obligations as of December 31, 2018 : Amount Fiscal year ended September 30, 2019 $ 960 2020 1,176 2021 1,126 2022 358 Total outstanding principal balance $ 3,620 |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9 . Income Taxes The Company recorded an income tax benefit of $5.8 million and $0.7 million, respectively, for the three months ended December 31, 2018 and the three months ended December 31, 2017. The tax benefit for the three months ended December 31, 2018 was primarily driven by discrete benefits related to stock compensation windfalls of $3.7 million for tax deductions that exceeded the associated compensation expense, $1.4 million of tax benefits related to the remeasurement of net U.S. deferred tax assets due to state tax rate changes, and a $1.1 million transition tax reduction. These discrete benefits were slightly offset by the tax provision on foreign earnings during the period. The tax benefit for the three months ended December 31, 2017 was primarily driven by discrete benefits related to the reduction of reserves for unrecognized tax benefits of $0.3 million of tax and $0.7 million of tax benefits related to the remeasurement of net U.S. deferred tax liabilities at the reduced 21 percent federal income tax rate. These discrete benefits were slightly offset by the tax provision on foreign earnings during the period. During 2018, the Internal Revenue Service issued proposed regulations on the federal toll charge and various other aspects of the Tax Cuts and Jobs Act. The Company finalized its analysis of the toll charge and related liabilities, including uncertain tax positions, during the three months ended December 31, 2018 pursuant to U.S. Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 118. As a result of the new guidance issued and additional work to complete the calculation of its federal toll charge, the Company reduced its provisional accrual for federal, state and foreign taxes by net $1.1 million during the three months ended December 31, 2018. In addition, the Company also assessed its uncertain tax positions related to these taxes and accrued income and determined no tax reserves were required. The Company evaluates the realizability of its deferred tax assets by tax-paying component and assesses the need for a valuation allowance on an annual and quarterly basis. The Company evaluates the profitability of each tax-paying component on a historic cumulative basis and a forward-looking basis in the course of performing this analysis. During the three months ended December 31, 2018, the Company recorded $37.4 million of deferred tax liabilities in purchase accounting in connection with the acquisition of GENEWIZ. Also, as a result of the acquisition, the Company recorded a $13.4 million reserve in purchase accounting for unrecognized tax benefits related to uncertain tax positions taken by GENEWIZ in prior years. As of December 31, 2018, the Company has evaluated all relevant information related to U.S. tax reform under the allowable period pursuant to SEC Staff Accounting Bulletin No. 118 and has decided to maintain its indefinite reinvestment assertion. Based on this the Company has not provided income taxes on the outside basis differences of its foreign subsidiaries. The Company continues to expect its foreign earnings to be reinvested in foreign operations and acquisitions. The Company has not accrued foreign withholding tax costs on unremitted earnings. The Company maintains liabilities for uncertain tax positions. These liabilities involve judgment and estimation and are monitored based on the best information available. The Company recognizes interest related to unrecognized benefits as a component of the income tax benefit, of which $0.1 million was recognized during the three months ended December 31, 2018. During the three months ended December 31, 2017 the statute of limitations lapsed on an uncertain tax positions in a foreign jurisdiction which resulted in a $0.3 million reduction in the gross unrecognized tax benefits that impacted the effective tax rate. The Company is subject to U.S. federal income tax and state, local and international income taxes in various jurisdictions. The amount of income taxes paid is subject to the Company’s interpretation of applicable tax laws in the jurisdictions in which it files 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 $0.1 million within the next twelve months. |
Other Balance Sheet Information
Other Balance Sheet Information | 3 Months Ended |
Dec. 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 December 31, 2018 and September 30, 2018 (in thousands): December 31, September 30, 2018 2018 Accounts receivable $ 165,670 $ 126,350 Less allowance for doubtful accounts (1,114) (1,113) Less allowance for sales returns (40) (45) Accounts receivable, net $ 164,516 $ 125,192 The following is a summary of inventories at December 31, 2018 and September 30, 2018 (in thousands): December 31, September 30, 2018 2018 Inventories Raw materials and purchased parts $ 67,428 $ 57,527 Work-in-process 13,799 19,547 Finished goods 28,843 19,912 Total inventories $ 110,070 $ 96,986 Reserves for excess and obsolete inventory were $14.9 million and $15.0 million, respectively, at December 31, 2018 and September 30, 2018. At December 31, 2018 and September 30, 2018, the Company had cumulative capitalized direct costs of $6.6 million and $5.6 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. The balance at December 31, 2018 included $0.9 million capitalized direct costs from the GENEWIZ acquisition. During the three months ended December 31, 2018, the Company capitalized direct costs of $0.1 million associated with the 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 months ended December 31, 2018 and 2017 (in thousands): Activity -Three Months Ended December 31, 2018 Balance Balance September 30, December 31, 2018 Accruals Costs Incurred 2018 $ 6,340 $ 2,355 $ (1,844) $ 6,851 Activity -Three Months Ended December 31, 2017 Balance Balance September 30, December 31, 2017 Accruals Costs Incurred 2017 $ 5,479 $ 1,408 $ (1,313) $ 5,574 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Dec. 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 months ended December 31, 2018 and 2017 (in thousands): Three Months Ended December 31, 2018 2017 Restricted stock units $ 3,960 $ 4,385 Employee stock purchase plan 216 178 Total stock-based compensation expense $ 4,176 $ 4,563 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. The Company grants restricted stock units that vest over a required service period and/or achievement of certain operating performance goals. Restricted stock units granted with performance goals may also have a required service period following the achievement of all or a portion of the performance goals. The following table reflects restricted stock units granted during the three months ended December 31, 2018 and 2017: Time-Based Performance- Total Units Units Stock Grants Based Units Three months ended December 31, 2018 745,776 321,835 552 Three months ended December 31, 2017 471,151 190,266 546 Among the total restricted stock units granted, 28,493 shares were granted to the employees who belong to the discontinued operations during the three months ended December 31, 2017. No shares were granted to the employees who belong to the discontinued operations during the three months ended December 31, 2018. 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 The stock awards granted to the members of the Company’s Board of Directors include restricted stock awards and deferred restricted stock units. Certain members of the Board of Directors have elected to defer receiving their annual awards of restricted stock units and related quarterly dividends until they attain a certain age or cease to provide services as the Company’s Board members. Restricted stock awards granted in fiscal years 2017 and 2018 are subject to a one-year vesting period. 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 and approved by the Board of Directors. The criteria for performance-based awards have threshold, target and maximum performance goals. Performance-based awards granted in fiscal year 2019, 2018 and 2017 allow participants to earn 100% of restricted stock units if the Company’s performance meets its target goal for each applicable financial metric, and up to a maximum of 200% if the Company’s performance for such metrics meets or exceeds the maximum or stretch goal. Performance below the threshold financial metric results in award forfeiture. Performance goals for each plan will be measured over a three-year period for each plan and at the end of the period. Around the third anniversary of each plan’s grant date, the Company’s Board of Directors determines the number of units earned for participants who continue to meet the service requirements on the vest date. Restricted Stock Unit Activity The following table summarizes restricted stock unit activity for the three months ended December 31, 2018 : Weighted Average Grant-Date Shares Fair Value Outstanding at September 30, 2018 2,194,512 $ 17.20 Granted 745,776 30.49 Vested (851,702) 18.70 Forfeited (9,199) 10.91 Outstanding at December 31, 2018 2,079,387 23.58 The weighted average grant date fair value of res tricted stock units granted during the three months ended December 31, 2018 and 2017 was $30.49 and $34.25, respectively. The fair value of restricted stock units vested during the three months ended December 31, 2018 and 2017 was $27.1 million and $19.0 million, respectively. During the three months ended December 31, 2018 and 2017, the Company remitted $14.2 million and $6.3 million, respectively, collected from employees to satisfy their tax obligations as a result of share issuances. As of December 31, 2018, the unrecognized compensation cost related to restricted stock units that are expected to vest is $38.4 million and will be recognized over an estimated weighted average service period of approximately 2.0 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 no shares purchased by employees under the employee stock purchase plan during the three months ended December 31, 2018 and 2017. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Dec. 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 months ended December 31, 2018 and 2017 (in thousands, except per share data): Three Months Ended December 31, 2018 2017 Income from continuing operations $ 6,266 $ 1,619 Income from discontinued operations, net of tax 8,149 14,867 Net income $ 14,415 $ 16,486 Weighted average common shares outstanding used in computing basic earnings per share 71,450 70,183 Dilutive restricted stock units 715 681 Weighted average common shares outstanding used in computing diluted earnings per share 72,165 70,864 Basic net income per share attributable to Brooks Automation, Inc. common stockholders: Income from continuing operations $ 0.09 $ 0.02 Income from discontinued operations, net of tax 0.11 0.21 Basic net income per share attributable to Brooks Automation, Inc. $ 0.20 $ 0.23 Diluted net income per share attributable to Brooks Automation, Inc. common stockholders: Income from continuing operations $ 0.09 $ 0.02 Income from discontinued operations, net of tax 0.11 0.21 Diluted net income per share attributable to Brooks Automation, Inc. common stockholders $ 0.20 $ 0.23 Dividend declared per share $ 0.10 $ 0.10 During the three months ended December 31, 2018 and 2017, antidilutive restricted stock units of 261,384 and 190,266, respectively, were excluded from the computation of diluted earnings per share based on the treasury stock method. |
Revenue
Revenue | 3 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 13. Revenue Revenue Recognition (Performance Obligations) The Company generates revenue from the following sources: · Products, including sales of tool automation and automated cold sample management systems, atmospheric and vacuum robots, contamination control solutions, as well as consumables and spare parts. · Services, including repairs, upgrades, diagnostic support, installation, as well as biological sample services such as DNA sequencing, gene synthesis, molecular biology, bioinformatics, biological sample storage and other support services. The company recognizes revenue for the transfer of such promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those products or services. Under ASC 606, revenue is recognized when or as the transfer of control of the underlying performance obligation occurs. To determine the amount of consideration the Company expects to be entitled to and whether transfer of control has occurred, the Company applies the following five-step model: · Identify the contract with a customer. Contracts are accounted for when approval and commitment has been received from both parties, the rights of each party are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration to which the Company is entitled is probable. Contracts are generally evidenced through receipt of an approved purchase order or execution of a binding arrangement. Within the Brooks Semiconductor Solutions Group segment, contracts are typically short-term with the exception of service-type warranty contracts, which generally have a stated contract term that is greater than one year. Within the Brooks Life Sciences segment, contracts are both short and long-term. Long-term contracts within this segment relate to the sale of products with attached service-type warranty contracts that generally have a stated contract term that is greater than one year. Contracts within both operating segments may contain acceptance provisions where the Company is required to obtain technical acceptance from the customer upon completion of installation services and evidence of the systems functional performance within the customer’s operating environment. The Company has concluded that acceptance criteria within its contracts can be objectively evaluated and will not impact the Company’s transfer of control assessment under ASC 606. · Identify the performance obligations in the contract. Performance obligations include the sale of products and services. Certain customer arrangements related to the sale of automated cold sample management systems and contamination control solution products generally include more than one performance obligation and may include a combination of goods and or services, such as products with installation services or service-type warranty obligations. These contracts include multiple promises and as a result, the Company is required to evaluate each promise and determine whether the promise qualifies as a performance obligation within the contract. Contracts may contain the option to acquire additional products or services at defined prices. The Company reviews the pricing of these options to determine whether the option would exist independently of the current contract. If the pricing of contract options provides a material right to the customer that it would not receive without entering into the current contract, the Company accounts for the option as a separate performance obligation. · Determine the transaction price. The transaction price of the Company’s contracts with its customer is generally fixed, based on the amounts to be contractually billed to the customer. Certain contracts may contain variable consideration in the form of customer allowances and rebates that consist primarily of retrospective volume based discounts and other incentive programs. Variable consideration is estimated at contract inception and included in the transaction price if it is probable that a subsequent change in the estimate would not result in a significant revenue reversal. The period between transfer of control of the performance obligations within a customer contract and timing of payment is generally within one year. As a result, the Company’s contracts typically do not include significant financing components. · Allocate the transaction price to the performance obligations in the contract. For customer contracts that contain more than one performance obligation, the Company allocates the total transaction consideration to each performance obligation based on the relative stand-alone selling price of each performance obligation within the contract. The Company relies on either observable standalone sales or an expected cost plus margin approach to determine the standalone selling price of offerings, depending on the nature of the performance obligation. Performance obligations whose standalone selling price is estimated using an expected cost plus margin approach relate to the sale of customized automated cold sample management systems and service-type warranties within the Brooks Life Sciences segment. · Recognize revenue when or as the Company satisfies a performance obligation . The Company satisfies its performance obligations by transferring a product or service either at a point in time or over time, when the transfer of control of the underlying performance obligation has occurred. Control is evidenced by the customer’s ability to direct the use of, and obtain substantially all the remaining benefits from the performance obligation. Revenue from third-party sales for which the Company does not meet the criteria for gross revenue recognition is recognized on a net basis. All other revenue is recognized on a gross basis. The Company excludes from the transaction price all sales taxes assessed by governmental authorities and as a result, revenue is presented net of tax. As a result of applying this five-step model under ASC 606, the Company recognizes revenues from its sale of products and services as follows: · Products: Revenue from the sale of standard products is recognized upon their transfer of control to the customer, which is generally upon delivery. Delivery is considered complete at either the time of shipment or arrival at destination, based on the agreed upon terms within the contract. The Company’s payment terms for the sale of standard products are typically 30 to 60 days. Revenue from the sales of certain products that involve significant customization, which include primarily automated cold sample management systems is recognized over time as the asset created by the Company’s performance does not have alternative use to the Company and an enforceable right to payment for performance completed to date is present. The Company recognizes revenue as work progresses based on a percentage of actual labor hours incurred on the project to-date and total estimated labor hours expected to be incurred on the project. The selection of the method to measure progress towards completion requires judgment. The Company has concluded that using the percentage of labor hours incurred to estimated labor hours needed to complete the project most appropriately depicts the Company’s efforts towards satisfaction of the performance obligation. The Company develops profit estimates for long-term contracts based on total revenue expected to be generated from the project and total costs anticipated to be incurred in the project. These estimates are based on a number of factors, including the degree of required product customization and the work required to be able to install the product in the customer’s existing environment, as well as the Company’s historical experience, project plans and an assessment of the risks and uncertainties inherent in the contract related to implementation delays or performance issues that may or may not be within the Company’s control. The Company estimates a loss on a contract by comparing total estimated contract revenue to the total estimated contract costs and recognizes a loss during the period in which it becomes probable and can be reasonably estimated. The Company reviews profit estimates for long-term contracts during each reporting period and revises the estimate based on changes in circumstances. Revenue for certain arrangements that involve significant product customization but do not provide the customer with an enforceable right to payment for performance completed to date are recognized at a point in time, upon completion or substantial completion of the project, provided transfer of control has occurred. The project is considered substantially complete when the Company receives acceptance from the customer and remaining tasks are perfunctory or inconsequential and in control of the Company. Generally, the terms of long-term contracts provide for progress billings based on completion of milestones or other defined phases of work. In certain instances, payments collected from customers in advance of recognizing the related revenue are recorded and presented as contract liabilities within Deferred revenue on the Company’s Consolidated Balance Sheet. Additionally, due to certain billing constraints within contracts, the customer may retain a portion of the contract price until completion of the contract. In these contracts, revenue recognized may exceed billings, which the Company presents as a contract asset on the balance sheet, which is included within the Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheet. · Services: Service revenue is generally recognized ratably over time or on an output method, as the customer simultaneously receives and consumes the benefit of these services as they are performed. Revenue from short-term services, generally related to repair services or upgrades of customer-owned equipment is recognized upon completion of the repair effort and the shipment of the repaired product back to the customer. Payments related to service-type warranties may be made up front or proportionally over the contract term. Payment due or received from the customers prior to rendering the associated services are recorded as a contract liability. Disaggregated Revenue The Company disaggregates revenue from contracts with customers in a manner that depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company disaggregates revenue based on the transfer of control of the underlying performance obligations, the geographic location in which customer orders are placed and by reporting unit. The Company transfers control of its performance obligations at a point in time or over time, depending on the nature of the product or service being provided. Revenue from contracts with customers is attributed to geographic areas based on locations in which the customer orders are placed. As discussed within Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2018 Annual Report on Form 10-K, the Company reports financial results for two operating and reportable segments which consist of Brooks Semiconductor Solutions Group segment and Brooks Life Sciences segment Brooks Semiconductor Brooks Life Solutions Group Sciences Total Timing of Revenue Recognition Point in time $ 111,916 $ 23,167 $ 135,083 Over time 791 43,494 44,285 $ 112,707 $ 66,661 $ 179,368 The following is revenue by geographic location and reporting unit for the three months ended December 31, 2018: Three Months Ended Geographic Location North America $ 68,897 Asia/Pacific/Other 79,460 United Kingdom 12,078 Rest of Europe 18,933 $ 179,368 Reporting Unit Automation Solutions $ 73,675 Contamination Control Solutions 27,956 Global Semiconductor Services 11,076 Brooks Semiconductor Solutions Group 112,707 Sample Management 50,303 GENEWIZ 16,358 Brooks Life Sciences 66,661 Total $ 179,368 Contract Balances Accounts Receivable, Net. Accounts receivable represent rights to consideration in exchange for products or services that have been transferred by the Company, when payment is unconditional and only the passage of time is required before payment is due. Accounts receivable do not bear interest and are recorded at the invoiced amount. The Company maintains an allowance for doubtful accounts representing its best estimate of probable credit losses related to its existing accounts receivable and their net realizable value. The Company determines the allowance for doubtful accounts based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends and historical experience. Accounts receivable, net were $164.5 million and $125.2 million at December 31, 2018 and October 1, 2018, respectively. Contract Assets. Contract assets represent rights to consideration in exchange for products or services that have been transferred by the Company, when payment is conditional on something other than the passage of time. These amounts typically relate to contracts within the Brooks Life Sciences segment where the right to payment is not present until completion of the contract or the achievement of specified milestones and the value of the products or services transferred exceed this constraint. Contract assets are classified as current. Contract asset balances which are included within Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheet, were $12.6 million and $8.2 million at December 31, 2018 and October 1, 2018, respectively. Deferred Commissions. Deferred commissions represent a direct and incremental cost of obtaining a contract. These amounts primarily relate to sales commissions within the Brooks Life Sciences segment and are deferred and amortized over a 60 month period, which represents the average period of contract performance. The Company classifies deferred commissions as noncurrent as the original amortization period of this asset is greater than one year. Deferred commissions balances are included within Other assets on the Company’s Consolidated Balance Sheet. Deferred commissions were $1.3 million and $1.5 million at December 31, 2018 and October 1, 2018, respectively. The Company recorded $0.2 million of amortization expense related to deferred commissions for the three months ended December 31, 2018. Contract Liabilities. Contract liabilities represent the Company’s obligation to transfer products or services to a customer for which consideration has been received, or for which an amount of consideration is due from the customer. Contract assets and liabilities are reported on a net basis at the contract level, depending on the contracts position at the end of each reporting period. Contract liabilities are included within Deferred revenue on the Company’s Consolidated Balance Sheet. Contract liabilities were $31.1 million and $28.7 million at December 31, 2018 and October 1, 2018, respectively. Revenue recognized from the contract liability balance at October 1, 2018 was $12.1 million for the three months ended December 31, 2018. Remaining Performance Obligations. Remaining performance obligations represent the transaction price of unsatisfied or partially satisfied performance obligations within contracts with an original expected contract term that is greater than one year and for which fulfillment of the contract has started as of the end of the reporting period. The aggregate amount of transaction consideration allocated to remaining performance obligations as of December 31, 2018 was $36.4 million. The following table summarizes when the Company expects to recognize the remaining performance obligations as revenue, the Company will recognize revenue associated with these performance obligations as transfer of control occurs: As of December 31, 2018 Less than 1 Year Greater than 1 Year Total Remaining Performance Obligations $ 11,107 $ 25,252 $ 36,359 Cost to Obtain and Fulfill a Contract The Company capitalizes sales commissions when incurred if they are (i) incremental costs of obtaining a contract, (ii) expected to be recovered and (iii) have an expected amortization period that is greater than one year. As part of the Company’s cumulative effect adjustment, incremental costs associated with obtaining a contract were capitalized and have been classified as deferred commissions within the Company’s Consolidated Balance Sheet. These amounts primarily relate to sales commissions within the Brooks Life Sciences segment and are being amortized over a 60 month period, which represents the average period of contract performance. The Company did not capitalize any sales commissions during the three months ended December 31, 2018 as the amount of sales commissions that qualified for capitalization during the reporting period was insignificant. Sales commissions incurred during the reporting period have been expensed as incurred. These costs are recorded within selling, general, and administration expenses. The Company has concluded that none of its costs incurred in fulfillment of customer contracts meet the capitalization criteria. The Company will account for shipping and handling activities as fulfillment activities and recognize the associated expense when transfer of control of the product has transferred to the customer. |
Segment Information
Segment Information | 3 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information The Company operates in two reportable segments: Brooks Semiconductor Solutions Group and Brooks Life Sciences. Brooks Life Sciences consists of two operating segments aggregated into one reportable segment. The Brooks Semiconductor Solutions Group segment provides a variety of products, services and solutions that enable improved throughput and yield in controlled operating environments, as well as an extensive range of support services. The solutions include atmospheric and vacuum robots, robotic modules, tool automation systems, contamination control of wafer carrier front opening unified pods and reticle management. The support services include repair services, diagnostic support services, and installation services in support of the products, which enable the customers to maximize process tool uptime and productivity. This segment also provides end-user customers with spare parts and productivity enhancement upgrades to maximize tool productivity. The Brooks Life Sciences segment provides comprehensive life cycle sample management solutions to life science and bioscience customers including complete end-to-end “cold chain of custody” solutions and a variety of sample-based lab services such as genomic sequencing and synthesis to advance scientific research and support drug development. The segment’s product offerings include automated cold sample management systems for compound and biological sample storage, equipment for sample preparation and handling, consumables, and informatics that help customers manage samples throughout their research discovery and development work flows. The segment’s service offerings include sample storage, genomic sequencing, genomic synthesis, lab processing services, lab analysis, and other support services provided to a wide range of life science customers, including pharmaceutical companies, biotechnology companies, biobanks and research institutes. Revenue and adjusted operating income (loss) are two key metrics used by the CODM when assessing operating results and management performance as resources are allocated to each of the operating segments. The adjusted operating income (loss) for each segment includes selling, general and administrative expenses directly attributable to the segment, and corporate allocations for general and administrative support. Amortization of acquired intangible assets (excluding completed technology), restructuring and other charges, pension settlement, in-process research and development, and other unallocated corporate expenses are excluded from the segments’ adjusted operating income (loss). Please refer to Note 20, "Segment and Geographic Information" to the Company’s consolidated financial statements included in the 2018 Annual Report on Form 10‑K for further information on the operating segments’ description and accounting policies. In conjunction with the acquisition of GENEWIZ during the quarter ended December 31, 2018, the Company reassessed Brooks segment reporting structure and determined that GENEWIZ represents a separate operating segment based on ASC 280. As permitted by ASC 280 Segment Reporting, the Company assessed and elected to aggregate the Sample Management operating segment with the GENEWIZ operating segment as a single reportable segment titled Brooks Life Sciences. We have aggregated the two operating segments as one reporting segment based on similarities in long-term forecasted economic characteristics, particularly adjusted operating income, similarity in services they offer, the customers they serve, the nature of their service delivery models, and their regulatory environments. The Company believes that the aggregated presentation is more useful to investors and other financial users. Management formally assesses the long-term financial outlook of its operating segments on an annual basis as part of its strategic planning process and more frequently on an informal basis. The customer bases of the operating segments overlap, serving life science and bioscience customers in the pharmaceutical, bio-technology, academic and government institutions. Both operating segments, provide services relating to the biological samples needed to advance non-clinical and clinical research, serving scientific and business operations functions. In a typical customer workflow, a biological sample is collected, processed and analyzed with results interpreted and used to make scientific judgements. Critical or valuable samples are then annotated and stored for many years in environments where they can be easily retrieved for additional study. The operating segments provide services across this workflow. Both operating segments services meeting standards of Good Manufacturing Practices (GMP) set forth by the U.S. Food and Drug Administration (FDA). The following is the summary of the financial information for the Company’s operating and reportable segments for the three months ended December 31, 2018 and 2017 a nd balances as of December 31, 2018 and September 30, 2018 (in thousands): Brooks Semiconductor Brooks Solutions Group Life Sciences Total Three Months Ended December 31, 2018: Revenue Products $ 101,801 $ 39,931 $ 141,732 Services 10,906 26,730 37,636 Segment revenue $ 112,707 $ 66,661 $ 179,368 Gross profit $ 45,915 $ 26,166 $ 72,081 Segment operating income 16,141 1,590 17,731 Depreciation expense 916 2,771 3,687 Three Months Ended December 31, 2017: Revenue Products $ 83,791 $ 21,981 $ 105,772 Services 11,366 25,461 36,827 Segment revenue $ 95,157 $ 47,442 $ 142,599 Gross profit $ 38,494 $ 15,765 $ 54,259 Segment operating income (loss) 11,718 (1,396) 10,322 Depreciation expense 996 1,549 2,545 Assets: December 31, 2018 $ 288,891 $ 915,944 $ 1,204,835 September 30, 2018 264,452 410,581 675,033 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 months ended December 31, 2018 and 2017 and Consolidated Balance Sheets as of December 31, 2018 and September 30, 2018 (in thousands): Three Months Ended December 31, 2018 2017 Segment operating income $ 17,731 $ 10,322 Amortization of acquired intangible assets 5,768 4,588 Restructuring charges 59 — Other unallocated corporate expenses 6,571 809 Total operating income $ 5,333 $ 4,925 December 31, September 30, 2018 2018 Segment assets $ 1,204,835 $ 675,033 Cash, cash equivalents and marketable securities 138,308 251,226 Deferred tax assets 23,287 43,798 Assets held for sale 130,301 125,200 Total assets $ 1,496,731 $ 1,095,257 |
Significant Customers
Significant Customers | 3 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Significant Customers | 15. Significant Customers The Company had no customer that accounted for 10% or more of its consolidated revenue, during each of the three months ended December 31, 2018 and 201 7. As of December 31, 2018 and September 30, 2018, 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 | 3 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Letters of Credit As of December 31, 2018, the Company had approximately $1.3 million of letters of credit outstanding related primarily to customer advances and other performance obligations. These arrangements guarantee the refund of advance payments received from 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 three months ended December 31, 2018, and the Company currently does not anticipate any of these obligations to be called in the near future. Purchase Commitments The Company had non-cancellable contracts and purchase orders for inventory of $95.9 million as of December 31, 2018. Contingencies The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. 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 | 3 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Dividend On January 30, 2019, the Company’s Board of Directors declared a cash dividend of $0.10 per share payable on March 22, 2019 to common stockholders of record as of March 1, 2019. 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 Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 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 |
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 $ 0.1 million and $2.0 million, respectively, during the three months ended December 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 months ended December 31, 2018 and 2017 (in thousands): Three Months Ended December 31, 2018 2017 Realized gains (losses) on derivatives not designated as hedging instruments $ 2,977 $ (1,673) 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 described below 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 equivalents and available for sale securities. FASB ASC 820, Fair Value Measurement and Disclosures , establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. 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 December 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 August 2018, the FASB issued ASU 2018-14, Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans , which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amendments require additional disclosure for the weighted-average interest crediting rates, a narrative description of the reasons for significant gains and losses, and an explanation of any other significant changes in the benefit obligation or plan assets. The amendment removes disclosure requirement for accumulated other comprehensive income expected to be recognized over the next year, information about plan assets to be returned to the entity, and the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement health care benefits. The ASU is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The ASU does not amend the interim disclosure requirements of ASC 715-20. The Company is currently evaluating the impact of this ASU. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which amends ASC 820 to add and remove disclosure requirements related to fair value measurement. The amendments include new disclosure requirement for changes in unrealized gains or losses included in other comprehensive income (OCI) for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The amendments eliminated disclosure requirements for amount of and reasons for transfers between Level 1 and Level 2, valuation processes for Level 3 fair value measurements, and policy for timing of transfers between levels of the fair value hierarchy. In addition, the amendments modified certain disclosure requirement to provide clarification or to promote appropriate exercise of discretion by entities. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted. The Company is currently evaluating the impact of this ASU. In March 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which amends ASC 220 to add, remove, and clarify disclosure requirements related to reporting comprehensive income. This ASU gives entities the option to reclassify tax effects recorded 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 its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) , which amends ASC 326 to add, remove, and clarify disclosure requirements related to credit losses of financial instruments . The new guidance introduces a new "expected loss" impairment model which applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities and other financial assets. Entities are required to estimate expected credit losses over the life of financial assets and record an allowance against the assets’ amortized cost basis to present them at the amount expected to be collected. Additionally, the guidance amends the impairment model for available for sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on such debt security is a credit loss. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption of the newly issued guidance is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The standard should be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company expects to adopt the guidance during the first quarter of fiscal year 2021 and is currently evaluating the impact of this guidance on its financial position and results of operations. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , an amendment of the FASB ASC. 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 May 2014, the FASB issued new accounting guidance for reporting revenue recognition, ASC 606 Revenue from Contracts with Customers (“ASC 606”). 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. In addition, the guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The guidance also specifies the accounting for certain costs to obtain and fulfill a contract, as codified in ASC 340-40 Accounting for Other Assets and Deferred Costs (“ASC 340-40”). The Company adopted this standard effective October 1, 2018, using the modified retrospective method and has only applied this method to contracts that were not completed as of the effective date and all new contracts initiated on or after the effective date. Results for reporting periods beginning on or after October 1, 2018 are presented under ASC 606, while prior period amounts have not been restated and continue to be reported in accordance with the governing revenue recognition standards applicable to that period. The impact of the cumulative effect of adopting ASC 606 effective October 1, 2018 on the Company’s Consolidated Balance Sheet is as follows: As Reported Impact of Adopting As Adopted September 30, 2018 ASC 606 October 1, 2018 Prepaid expenses and other current assets $ 31,741 $ 350 $ 32,091 Prepaid expenses and other current assets - discontinued operations 343 235 578 Other assets 5,294 1,483 6,777 Long-term deferred tax assets 43,798 403 44,201 Deferred revenue 25,884 2,850 28,734 Deferred revenue - discontinued operations 1,052 480 1,532 Accumulated deficit (994,074) (859) (994,933) Upon adoption the Company recorded a cumulative effect adjustment of $0.9 million, net of tax adjustment of $0.4 million, which resulted in an increase to the opening accumulated deficit balance on the Consolidated Balance Sheet, primarily driven by deferral of previously recognized revenue within the Brooks Life Sciences segment, offset by deferral of previously recognized commission expense within the Brooks Life Sciences segment and acceleration of revenue within the Brooks Semiconductor Solutions Group segment. A portion of the adjustment related to the acceleration of revenue within the Brooks Semiconductor Solutions Group segment results from the change in the revenue recognition rules. Upon the adoption of ASC 606, the Company is no longer required to defer revenue in accordance with billing constraints defined in the contract with the customer. The change impacted the Company’s semiconductor contamination control solutions revenue stream as the Company is now permitted to recognize revenue in an amount equivalent to the transfer of control that has occurred. (Please refer to Note 13, “Revenue” for further information on when control is transferred). As a result, revenue previously deferred due to the contractual billing restraints that otherwise met the revenue recognition requirements was accelerated into the opening accumulated deficit balance resulting in an increase to accumulated deficit of $0.9 million as of October 1, 2018. A portion of the adjustment related to the deferral of previously recognized revenue within the Brooks Life Science segment related to fees associated with registration of biological samples. This adjustment is derived from the new requirement to recognize revenue associated with certain sample life cycle management solutions transactions over time under ASC 606, while historically these transactions have been recorded at a point in time. Registration fees for these samples were previously recognized as revenue at a point in time upon completion of the registration and are now required to be recognized ratably over the period of benefit under ASC 606. As a result, upon adopting the standard the Company deferred previously recognized registration fee revenue for contracts not completed as of the effective date. The period of benefit associated with registration fees has been determined to be approximately 24 months resulting in the deferral of revenue historically recognized at a point in time over this period. This change resulted in a decrease to accumulated deficit of $3.1 million as of October 1, 2018. A portion of the adjustment is related to the deferral of previously recognized commission expense within the Brooks Life Science segment. This portion of the adjustment is derived from the new requirement to recognize the cost to obtain certain transactions over time under ASC 340-40, while historically this expense has been recognized at a point in time. The standard requires certain costs incurred to obtain a contract to be recorded as an asset when incurred and expensed as the transfer of control of the underlying performance obligations occur or over the estimated customer life, depending on the nature of the underlying contract. As a result, upon adopting the standard the Company deferred previously recognized costs for contracts not completed as of the effective date. The estimated customer life has been determined to be approximately 60 months resulting in the deferral of costs historically expensed at a point in time over this period. This change resulted in an increase to accumulated deficit of $1.5 million as of October 1, 2018. Additional changes to the Company’s accumulated deficit were made as the result of adopting ASC 606. These changes, which resulted in a cumulative decrease to accumulated deficit of $0.2 million as of October 1, 2018, were driven by the identification of additional performance obligations as well as changes in the transfer of control of certain performance obligations across both the Brooks Semiconductor Solutions Group and Brooks Life Science segments. The additional changes to the Company’s accumulated deficit included a cumulative decrease to accumulated deficit of $0.2 million from discontinued operations. As the Company has adopted ASC 606 using the modified retrospective method, the standard requires disclosure of impact from adoption of the standard to each financial statement line item in the current reporting period. The impact of adoption of ASC 606 on the Company’s Consolidated Statement of Operations and Consolidated Balance sheet was as follows: Three Months Ended December 31, 2018 Without adoption of Effect of Change As Reported ASC 606 Higher/(Lower) Revenue $ 179,368 $ 179,769 $ (401) Cost of revenue 107,287 107,799 (512) Gross profit 72,081 71,970 111 Operating expenses 66,748 66,544 204 Operating income $ 5,333 $ 5,426 $ (93) December 31, 2018 Without adoption of Effect of Change As Reported ASC 606 Higher/(Lower) Prepaid expenses and other current assets $ 42,063 $ 37,292 $ 4,771 Other assets 22,304 21,025 1,279 Deferred revenue 31,091 28,944 2,147 Accumulated deficit (987,725) (991,628) 3,903 The difference between the reported results and the results without the adoption of ASC 606 was primarily driven from the elimination of revenue constraints due to billing limitations that resulted in acceleration of revenue within the Brooks Semiconductor Solutions Group segment and the deferral of fees associated with the registration of biological samples within the Brooks Life Science segment. Amortization of costs to obtain a contract capitalized through the cumulative effect adjustment described above have resulted in additional expense in the current period under ASC 606. Except as disclosed above, the adoption of ASC 606 did not have a significant impact on the Company’s Consolidated Statement of Operations and Consolidated Balance Sheet for the three months ended December 31, 2018. 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 2018 Annual Report on Form 10‑K. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Realized gains (losses) on derivatives not designated as hedging instruments | Three Months Ended December 31, 2018 2017 Realized gains (losses) on derivatives not designated as hedging instruments $ 2,977 $ (1,673) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of financial results | The following table presents the financial results of discontinued operations (in thousands): Three Months Ended December 31, 2018 2017 Revenue Products $ 28,786 $ Services 10,538 Total revenue 39,324 46,729 Cost of revenue Products 16,516 Services 6,049 Total cost of revenue 22,565 Gross profit 16,759 Operating expenses Research and development 2,158 Selling, general and administrative 7,203 Total operating expenses 9,361 Operating income 7,398 Other (expense) income, net 289 Income before income taxes and earnings of equity method investment Income tax provision Income before equity in earnings of equity method investment Equity in earnings of equity method investment Net income $ $ |
Schedule of unconsolidated subsidiaries accounted for based on the equity method | The following table presents the summarized financial information for Ulvac Cryogenics, Inc., the unconsolidated subsidiaries accounted for based on the equity method (in thousands): December 31, September 30, 2018 2018 Balance Sheets: Current assets $ 71,538 $ 69,302 Non-current assets 21,568 21,338 Current liabilities 30,467 26,006 Non-current liabilities 8,588 8,397 Three Months Ended December 31, 2018 2017 Statements of Operations: Total revenue $ 22,299 $ 22,878 Gross profit 8,928 9,226 Operating Income 5,124 5,343 Net income 3,496 4,285 |
Schedule of non-cash items and capital expenditures | The following table presents the significant non-cash items and capital expenditures for the discontinued operations that are included in the Consolidated Statements of Cash Flows (in thousands): Three Months Ended December 31, 2018 2017 Depreciation and amortization $ 2 $ 195 Capital expenditures 308 26 Stock-based compensation 291 246 Earnings of equity method investment (1,772) (2,180) |
Schedule of carrying value of the assets and liabilities | The carrying value of the assets and liabilities associated with discontinued operations as of December 31, 2018 was not significantly impacted by the adoption of ASC 606: December 31, September 30, 2018 2018 Assets Accounts receivable, net $ 28,327 $ 27,852 Inventories 39,884 37,953 Other current assets 123 343 Total current assets of discontinued operation $ 68,334 $ 66,148 Property, plant and equipment, net $ 1,397 $ 1,081 Goodwill 26,485 26,485 Intangibles, net 14 14 Equity method investment 34,053 31,472 Other assets 18 - Total long-term assets of discontinued operation $ 61,967 $ 59,052 Liabilities Deferred revenue $ 1,907 $ 1,052 Accrued warranty and retrofit costs 2,400 2,464 Accrued compensation and benefits 3,325 3,648 Other current liabilities 703 224 Total current liabilities of discontinued operation $ 8,335 $ 7,388 Long-term liabilities of discontinued operation $ 506 $ 698 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Amortized Cost and Fair Value, Including Accrued Interest Receivable and Unrealized Holding Gains (Losses) on Short-term and Long-term Marketable Securities | The following is a summary of the amortized cost and the fair value, including accrued interest receivable and unrealized holding gains (losses) on the short-term and long-term marketable securities as of December 31, 2018 and September 30, 2018 (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Losses Gains Fair Value December 31, 2018: Corporate securities $ 2,489 $ — $ — $ 2,489 Other debt securities 28 28 $ 2,517 $ — $ — $ 2,517 September 30, 2018: U.S. Treasury securities and obligations of U.S. government agencies $ 30,142 $ (65) $ — $ 30,077 Bank certificates of deposits 5,148 — 1 5,149 Corporate securities 14,763 (30) — 14,733 Municipal securities 2,797 (17) — 2,780 Other debt securities 779 — — 779 $ 53,629 $ (112) $ 1 $ 53,518 |
Fair Value of Marketable Securities by Contractual Maturity | The fair values of the marketable securities by contractual maturities at December 31, 2018 are presented below (in thousands): Fair Value Due in one year or less $ 28 Due after one year through five years — Due after five years through ten years — Due after ten years 2,489 Total marketable securities $ 2,517 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
GENEWIZ | |
Business Acquisition [Line Items] | |
Amounts of Assets and Liabilities at Fair Value as of Acquisition Date | Fair Value of Assets and Liabilities Accounts receivable, net $ 26,952 Inventories 4,370 Prepaid expenses and other current assets 11,210 Property, plant and equipment, net 36,379 Goodwill 236,504 Intangible assets, net 188,524 Other assets 15,998 Current portion of long-term debt (3,170) Accounts payable (6,522) Deferred revenue (67) Accrued compensation and benefits (5,145) Other current liabilities (6,771) Long-term debt (2,482) Long-term tax reserves (13,400) Long-term deferred tax liabilities (37,415) Other long-term liabilities (2,602) Total purchase price, net of cash acquired $ 442,363 |
Pro Forma Information | The unaudited pro forma financial information does not reflect the impact of future events that may occur after the acquisition, including, but not limited to, anticipated costs savings from synergies or other operational improvements (in thousands). |
Tec-Sem Group AG | |
Business Acquisition [Line Items] | |
Amounts of Assets and Liabilities at Fair Value as of Acquisition Date | The preliminary amounts recorded were as follows (in thousands): Fair Value of Assets Liabilities Accounts receivable (approximates contractual value) $ 988 Inventories 4,297 Prepaid expenses and other current assets 4,038 Property, plant and equipment 85 Intangible assets 10,694 Goodwill 7,665 Accounts payable (1,049) Accrued liabilities (6,962) Deferred tax liabilities (1,391) Accrued pension liability (2,800) Total purchase price, net of cash acquired $ 15,565 |
4titude Limited | |
Business Acquisition [Line Items] | |
Amounts of Assets and Liabilities at Fair Value as of Acquisition Date | The Company used a market participant approach to record the assets acquired and liabilities assumed in the 4titude acquisition 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) | 3 Months Ended |
Dec. 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 December 31, 2018 and September 30, 2018 are as follows (in thousands): Brooks Semiconductor Solutions Brooks Group Life Sciences Other Total Gross goodwill, at September 30, 2018 $ 636,907 $ 207,913 $ 26,014 $ 870,834 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at September 30, 2018 47,963 207,913 — 255,876 Acquisitions and adjustments (167) 234,816 — 234,649 Gross goodwill, at December 31, 2018 636,740 442,729 26,014 1,105,483 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at December 31, 2018 $ 47,796 $ 442,729 $ — $ 490,525 |
Components of Identifiable Intangible Assets | The components of the Company’s identifiable intangible assets as of December 31, 2018 and September 30, 2018 are as follows (in thousands): December 31, 2018 September 30, 2018 Accumulated Net Book Accumulated Net Book Cost Amortization Value Cost Amortization Value Patents $ 5,302 $ 4,401 $ 901 $ 5,302 $ 4,325 $ 977 Completed technology 88,475 30,790 57,685 44,829 28,934 15,895 Trademarks and trade names 25,316 3,444 21,872 6,298 2,953 3,345 Customer relationships 266,425 67,650 198,775 142,489 62,750 79,739 $ 385,518 $ 106,285 $ 279,233 $ 198,918 $ 98,962 $ 99,956 |
Schedule of Future Amortization Expense | Estimated future amortization expense for the intangible assets for the remainder of fiscal year 2019, the subsequent four fiscal years and thereafter is as follows (in thousands): Fiscal year ended September 30, 2019 $ 26,976 2020 41,340 2021 37,547 2022 34,545 2023 31,589 Thereafter 107,236 $ 279,233 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Future Minimum Principal Payment Obligations | The following are the future minimum principal payment obligations under all of the Company’s outstanding debt as of December 31, 2018. Amount Fiscal year ended September 30, 2019 $ 7,738 2020 6,327 2021 6,328 2022 5,500 2023 5,500 Thereafter 521,000 Total outstanding principal balance 552,393 Unamortized deferred financing costs (11,584) 540,809 Current portion of long-term debt 9,527 Non-current portion of long-term debt $ 531,282 |
Schedule of Future Minimum Lease Payments for Capital Leases | See below for the future minimum principal payment obligations under the capital lease obligations as of December 31, 2018 : Amount Fiscal year ended September 30, 2019 $ 960 2020 1,176 2021 1,126 2022 358 Total outstanding principal balance $ 3,620 |
Other Balance Sheet Informati_2
Other Balance Sheet Information (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Accounts Receivable | The following is a summary of accounts receivable at December 31, 2018 and September 30, 2018 (in thousands): December 31, September 30, 2018 2018 Accounts receivable $ 165,670 $ 126,350 Less allowance for doubtful accounts (1,114) (1,113) Less allowance for sales returns (40) (45) Accounts receivable, net $ 164,516 $ 125,192 |
Summary of Inventories | The following is a summary of inventories at December 31, 2018 and September 30, 2018 (in thousands): December 31, September 30, 2018 2018 Inventories Raw materials and purchased parts $ 67,428 $ 57,527 Work-in-process 13,799 19,547 Finished goods 28,843 19,912 Total inventories $ 110,070 $ 96,986 |
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 months ended December 31, 2018 and 2017 (in thousands): Activity -Three Months Ended December 31, 2018 Balance Balance September 30, December 31, 2018 Accruals Costs Incurred 2018 $ 6,340 $ 2,355 $ (1,844) $ 6,851 Activity -Three Months Ended December 31, 2017 Balance Balance September 30, December 31, 2017 Accruals Costs Incurred 2017 $ 5,479 $ 1,408 $ (1,313) $ 5,574 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Dec. 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 months ended December 31, 2018 and 2017 (in thousands): Three Months Ended December 31, 2018 2017 Restricted stock units $ 3,960 $ 4,385 Employee stock purchase plan 216 178 Total stock-based compensation expense $ 4,176 $ 4,563 |
Restricted Stock Unit Activity | The following table reflects restricted stock units granted during the three months ended December 31, 2018 and 2017: Time-Based Performance- Total Units Units Stock Grants Based Units Three months ended December 31, 2018 745,776 321,835 552 Three months ended December 31, 2017 471,151 190,266 546 The following table summarizes restricted stock unit activity for the three months ended December 31, 2018: Weighted Average Grant-Date Shares Fair Value Outstanding at September 30, 2018 2,194,512 $ 17.20 Granted 745,776 30.49 Vested (851,702) 18.70 Forfeited (9,199) 10.91 Outstanding at December 31, 2018 2,079,387 23.58 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Dec. 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 months ended December 31, 2018 and 2017 (in thousands, except per share data): Three Months Ended December 31, 2018 2017 Income from continuing operations $ 6,266 $ 1,619 Income from discontinued operations, net of tax 8,149 14,867 Net income $ 14,415 $ 16,486 Weighted average common shares outstanding used in computing basic earnings per share 71,450 70,183 Dilutive restricted stock units 715 681 Weighted average common shares outstanding used in computing diluted earnings per share 72,165 70,864 Basic net income per share attributable to Brooks Automation, Inc. common stockholders: Income from continuing operations $ 0.09 $ 0.02 Income from discontinued operations, net of tax 0.11 0.21 Basic net income per share attributable to Brooks Automation, Inc. $ 0.20 $ 0.23 Diluted net income per share attributable to Brooks Automation, Inc. common stockholders: Income from continuing operations $ 0.09 $ 0.02 Income from discontinued operations, net of tax 0.11 0.21 Diluted net income per share attributable to Brooks Automation, Inc. common stockholders $ 0.20 $ 0.23 Dividend declared per share $ 0.10 $ 0.10 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated Revenue | The following is a reconciliation of revenue disaggregated in a manner discussed above to segment revenue for the three month period ended December 31, 2018: Brooks Semiconductor Brooks Life Solutions Group Sciences Total Timing of Revenue Recognition Point in time $ 111,916 $ 23,167 $ 135,083 Over time 791 43,494 44,285 $ 112,707 $ 66,661 $ 179,368 |
Geographic Location and Reporting Unit | The following is revenue by geographic location and reporting unit for the three months ended December 31, 2018: Three Months Ended Geographic Location North America $ 68,897 Asia/Pacific/Other 79,460 United Kingdom 12,078 Rest of Europe 18,933 $ 179,368 Reporting Unit Automation Solutions $ 73,675 Contamination Control Solutions 27,956 Global Semiconductor Services 11,076 Brooks Semiconductor Solutions Group 112,707 Sample Management 50,303 GENEWIZ 16,358 Brooks Life Sciences 66,661 Total $ 179,368 |
Remaining Performance Obligations | The following table summarizes when the Company expects to recognize the remaining performance obligations as revenue, the Company will recognize revenue associated with these performance obligations as transfer of control occurs: As of December 31, 2018 Less than 1 Year Greater than 1 Year Total Remaining Performance Obligations $ 11,107 $ 25,252 $ 36,359 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Dec. 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 months ended December 31, 2018 and 2017 a nd balances as of December 31, 2018 and September 30, 2018 (in thousands): Brooks Semiconductor Brooks Solutions Group Life Sciences Total Three Months Ended December 31, 2018: Revenue Products $ 101,801 $ 39,931 $ 141,732 Services 10,906 26,730 37,636 Segment revenue $ 112,707 $ 66,661 $ 179,368 Gross profit $ 45,915 $ 26,166 $ 72,081 Segment operating income 16,141 1,590 17,731 Depreciation expense 916 2,771 3,687 Three Months Ended December 31, 2017: Revenue Products $ 83,791 $ 21,981 $ 105,772 Services 11,366 25,461 36,827 Segment revenue $ 95,157 $ 47,442 $ 142,599 Gross profit $ 38,494 $ 15,765 $ 54,259 Segment operating income (loss) 11,718 (1,396) 10,322 Depreciation expense 996 1,549 2,545 Assets: December 31, 2018 $ 288,891 $ 915,944 $ 1,204,835 September 30, 2018 264,452 410,581 675,033 |
Reconciliation of Reportable Segment Operating Income (Loss) to Corresponding Consolidated Amounts | Three Months Ended December 31, 2018 2017 Segment operating income $ 17,731 $ 10,322 Amortization of acquired intangible assets 5,768 4,588 Restructuring charges 59 — Other unallocated corporate expenses 6,571 809 Total operating income $ 5,333 $ 4,925 |
Reconciliation of Reportable Segment Assets to Corresponding Consolidated Amounts | December 31, September 30, 2018 2018 Segment assets $ 1,204,835 $ 675,033 Cash, cash equivalents and marketable securities 138,308 251,226 Deferred tax assets 23,287 43,798 Assets held for sale 130,301 125,200 Total assets $ 1,496,731 $ 1,095,257 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Foreign Currency Transaction Gain (Loss), before Tax [Abstract] | ||
Foreign currency transaction and remeasurement (losses) gains | $ (0.1) | $ (2) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments Not Designated as Hedging Instruments [Abstract] | ||
Realized gains (losses) on derivative instruments not designated as hedging instruments | $ 2,977 | $ (1,673) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Fair Value Measurements (Details) - Fair Value, Measurements, Recurring - Significant Unobservable Inputs (Level 3) $ in Millions | Dec. 31, 2018USD ($) |
Assets | |
Assets measured at fair value | $ 0 |
Liabilities | |
Liabilities measured at fair value | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - ASC 606 - Cumulative Effect - Balance Sheet - Continuing Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Oct. 01, 2018 | Sep. 30, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Prepaid expenses and other current assets | $ 42,063 | $ 32,091 | $ 31,741 |
Other assets | 22,304 | 6,777 | 5,294 |
Long-term deferred tax assets | 23,287 | 44,201 | 43,798 |
Deferred revenue | 31,091 | 28,734 | 25,884 |
Accumulated deficit | $ (987,725) | (994,933) | $ (994,074) |
Accounting Standards Update 2014-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Prepaid expenses and other current assets | 350 | ||
Other assets | 1,483 | ||
Long-term deferred tax assets | 403 | ||
Deferred revenue | 2,850 | ||
Accumulated deficit | $ (859) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - ASC 606 - Cumulative Effect - Balance Sheet - Discontinued Operations (Details) - Discontinued Operations, Held-for-sale - Semiconductor Cryogenics Business - USD ($) $ in Thousands | Dec. 31, 2018 | Oct. 01, 2018 | Sep. 30, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Prepaid expenses and other current assets - discontinued operations | $ 578 | $ 343 | |
Deferred revenue - discontinued operations | $ 1,907 | 1,532 | $ 1,052 |
Accounting Standards Update 2014-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Prepaid expenses and other current assets - discontinued operations | 235 | ||
Deferred revenue - discontinued operations | $ 480 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - ASC 606 - Cumulative Effect - Accumulated Deficit (Details) $ in Millions | Oct. 01, 2018USD ($) |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Registration fees benefit period | 24 months |
Customer life period | 60 months |
Accounting Standards Update 2014-09 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Cumulative effect adjustment, increase to the opening accumulated deficit | $ 0.9 |
Cumulative effect adjustment, increase to the opening accumulated deficit, tax | 0.4 |
Cumulative effect on accumulated deficit, net of tax, effect of acceleration of revenue | 0.9 |
Cumulative effect on accumulated deficit, net of tax, effect of deferral of registration fee | 3.1 |
Cumulative effect on accumulated deficit, net of tax, effect of deferral of commission expense | 1.5 |
Cumulative effect on accumulated deficit, net of tax, effect of additional performance obligation | 0.2 |
Accounting Standards Update 2014-09 | Discontinued Operations, Held-for-sale | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Cumulative effect on accumulated deficit, net of tax, effect of additional performance obligation | $ 0.2 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - ASC 606 - Impact - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | $ 179,368 | $ 142,599 |
Cost of Revenue | 107,287 | 88,340 |
Gross profit | 72,081 | 54,259 |
Operating expenses | 66,748 | 49,334 |
Operating income | 5,333 | $ 4,925 |
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | (401) | |
Cost of Revenue | (512) | |
Gross profit | 111 | |
Operating expenses | 204 | |
Operating income | (93) | |
Calculated under Revenue Guidance in Effect before Topic 606 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue | 179,769 | |
Cost of Revenue | 107,799 | |
Gross profit | 71,970 | |
Operating expenses | 66,544 | |
Operating income | $ 5,426 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - ASC 606 - Impact - Balance sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Oct. 01, 2018 | Sep. 30, 2018 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Prepaid expenses and other current assets | $ 42,063 | $ 32,091 | $ 31,741 |
Other assets | 22,304 | 6,777 | 5,294 |
Deferred revenue | 31,091 | 28,734 | 25,884 |
Accumulated deficit | (987,725) | (994,933) | $ (994,074) |
Accounting Standards Update 2014-09 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Prepaid expenses and other current assets | 350 | ||
Other assets | 1,483 | ||
Deferred revenue | 2,850 | ||
Accumulated deficit | $ (859) | ||
Calculated under Revenue Guidance in Effect before Topic 606 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Prepaid expenses and other current assets | 37,292 | ||
Other assets | 21,025 | ||
Deferred revenue | 28,944 | ||
Accumulated deficit | (991,628) | ||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Prepaid expenses and other current assets | 4,771 | ||
Other assets | 1,279 | ||
Deferred revenue | 2,147 | ||
Accumulated deficit | $ 3,903 |
Discontinued Operations - Gener
Discontinued Operations - General Information (Details) $ in Millions | Aug. 27, 2018USD ($) |
Edwards Vacuum LLC | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Transition service agreement, term, high end of range | 9 months |
Aggregate amount to purchase goods | $ 1 |
Supply agreement term | 1 year |
Lease term | 3 years |
ULVAC Cryogenics, Inc. | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Ownership interest (as a percent) | 50.00% |
Discontinued Operations, Held-for-sale | Semiconductor Cryogenics Business | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Consideration in cash | $ 675 |
Discontinued Operations - Finan
Discontinued Operations - Financial Results (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent, Total | $ 8,149 | $ 14,867 |
Discontinued Operations, Held-for-sale | Semiconductor Cryogenics Business | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Total revenue | 39,324 | 46,729 |
Total cost of revenue | 22,565 | 25,773 |
Gross profit | 16,759 | 20,956 |
Research and development | 2,158 | 1,794 |
Selling, general and administrative | 7,203 | 3,247 |
Total operating expenses | 9,361 | 5,041 |
Operating income | 7,398 | 15,915 |
Other (expense) income, net | 289 | 272 |
Income before income taxes and earnings of equity method investment | 7,687 | 16,187 |
Income tax provision | 1,310 | 3,500 |
Income before equity in earnings of equity method investment | 6,377 | 12,687 |
Equity in earnings of equity method investment | 1,772 | 2,180 |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent, Total | 8,149 | 14,867 |
Discontinued Operations, Held-for-sale | Semiconductor Cryogenics Business | Products | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Total revenue | 28,786 | 36,412 |
Total cost of revenue | 16,516 | 20,648 |
Discontinued Operations, Held-for-sale | Semiconductor Cryogenics Business | Services | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Total revenue | 10,538 | 10,317 |
Total cost of revenue | $ 6,049 | $ 5,125 |
Discontinued Operations - Uncon
Discontinued Operations - Unconsolidated Subsidiaries - Balance Sheets (Details) - ULVAC Cryogenics, Inc. - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Equity Method Investment, Summarized Financial Information [Abstract] | ||
Current assets | $ 71,538 | $ 69,302 |
Non-current assets | 21,568 | 21,338 |
Current liabilities | 30,467 | 26,006 |
Non-current liabilities | $ 8,588 | $ 8,397 |
Discontinued Operations - Unc_2
Discontinued Operations - Unconsolidated Subsidiaries - Statements of Operations (Details) - ULVAC Cryogenics, Inc. - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ||
Total revenue | $ 22,299 | $ 22,878 |
Gross profit | 8,928 | 9,226 |
Operating Income | 5,124 | 5,343 |
Net income | $ 3,496 | $ 4,285 |
Discontinued Operations - Non-c
Discontinued Operations - Non-cash Items and Capital Expenditures (Details) - Discontinued Operations, Held-for-sale - Semiconductor Cryogenics Business - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operation, Alternative Cash Flow Information [Abstract] | ||
Depreciation and amortization | $ 2 | $ 195 |
Capital expenditures | 308 | 26 |
Stock-based compensation | 291 | 246 |
Earnings of equity method investment | $ (1,772) | $ (2,180) |
Discontinued Operations - Carry
Discontinued Operations - Carrying Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Oct. 01, 2018 | Sep. 30, 2018 |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |||
Total current assets of discontinued operation | $ 68,334 | $ 66,148 | |
Total long-term assets of discontinued operation | 61,967 | 59,052 | |
Disposal Group, Including Discontinued Operation, Liabilities [Abstract] | |||
Total current liabilities of discontinued operation | 8,335 | 7,388 | |
Long-term liabilities of discontinued operation | 506 | 698 | |
Discontinued Operations, Held-for-sale | Semiconductor Cryogenics Business | |||
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |||
Accounts receivable, net | 28,327 | 27,852 | |
Inventories | 39,884 | 37,953 | |
Other current assets | 123 | 343 | |
Total current assets of discontinued operation | 68,334 | 66,148 | |
Property, plant and equipment, net | 1,397 | 1,081 | |
Goodwill | 26,485 | 26,485 | |
Intangibles, net | 14 | 14 | |
Equity method investment | 34,053 | 31,472 | |
Other assets | 18 | ||
Total long-term assets of discontinued operation | 61,967 | 59,052 | |
Disposal Group, Including Discontinued Operation, Liabilities [Abstract] | |||
Deferred revenue | 1,907 | $ 1,532 | 1,052 |
Accrued warranty and retrofit costs | 2,400 | 2,464 | |
Accrued compensation and benefits | 3,325 | 3,648 | |
Other current liabilities | 703 | 224 | |
Total current liabilities of discontinued operation | 8,335 | 7,388 | |
Long-term liabilities of discontinued operation | $ 506 | $ 698 |
Marketable Securities - General
Marketable Securities - General Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | ||
Marketable securities sold during period, fair value | $ 49,400 | $ 0 |
Marketable securities sold during period, amortized cost basis | 49,500 | $ 0 |
Net realized losses | 100 | |
Sales of marketable securities | 48,904 | |
Reclassification unrealized net holding losses | $ 100 |
Marketable Securities - Summary
Marketable Securities - Summary of Amortized Cost and Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 2,517 | $ 53,629 |
Gross Unrealized Losses | (112) | |
Gross Unrealized Gains | 1 | |
Fair Value | 2,517 | 53,518 |
U.S. Treasury securities and obligations of U.S. government agencies | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 30,142 | |
Gross Unrealized Losses | (65) | |
Fair Value | 30,077 | |
Bank certificates of deposits | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 5,148 | |
Gross Unrealized Gains | 1 | |
Fair Value | 5,149 | |
Corporate securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,489 | 14,763 |
Gross Unrealized Losses | (30) | |
Fair Value | 2,489 | 14,733 |
Municipal securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,797 | |
Gross Unrealized Losses | (17) | |
Fair Value | 2,780 | |
Other debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 28 | 779 |
Fair Value | $ 28 | $ 779 |
Marketable Securities - Fair Va
Marketable Securities - Fair Value of Marketable Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Investments, Debt and Equity Securities [Abstract] | ||
Due in one year or less | $ 28 | |
Due after ten years | 2,489 | |
Fair Value | $ 2,517 | $ 53,518 |
Marketable Securities - Unreali
Marketable Securities - Unrealized Loss Position (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2018 | |
Debt Securities, Available-for-sale, Unrealized Loss Position [Abstract] | ||
Fair value of marketable securities in unrealized loss position | $ 43 | $ 0 |
Other-than-temporary Impairment Loss, Debt Securities, Available-for-sale [Abstract] | ||
Impairment losses | $ 0 |
Marketable Securities - Cash Eq
Marketable Securities - Cash Equivalents (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Dec. 31, 2018 | Sep. 30, 2018 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | $ 50.6 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | Maximum | ||
Assets: | ||
Cash and cash equivalents | $ 0.1 | |
Significant Other Observable Inputs (Level 2) | Bank certificates of deposits | Maximum | ||
Assets: | ||
Cash and cash equivalents | $ 0.1 |
Acquisitions - Ownership Inform
Acquisitions - Ownership Information (Details) | Apr. 06, 2018 |
Tec-Sem Group AG | |
Business Combination, Description [Abstract] | |
Noncontrolling interest (as a percent) | 7.00% |
Tec-Sem Group AG | |
Business Combination, Description [Abstract] | |
Percentage of voting interests acquired (as a percent) | 93.00% |
Acquisitions - Purchase Conside
Acquisitions - Purchase Consideration (Details) $ in Thousands | Nov. 15, 2018USD ($)customer | Apr. 20, 2018USD ($) | Apr. 06, 2018USD ($) | Oct. 05, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||||
Net cash outflow | $ 445,210 | $ 65,074 | ||||
GENEWIZ | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price | $ 442,400 | |||||
GENEWIZ | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Number of institutional customers | customer | 4,000 | |||||
Tec-Sem Group AG | ||||||
Business Acquisition [Line Items] | ||||||
Cash payment net of cash acquired and subject to working capital adjustments | $ 15,600 | |||||
4titude Limited | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price | $ 65,100 | |||||
Cash payment net of cash acquired and subject to working capital adjustments | 64,800 | |||||
Liabilities incurred | $ 400 | |||||
BioSpeciMan Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price | $ 5,200 | |||||
Cash payment net of cash acquired and subject to working capital adjustments | 5,200 | |||||
Working capital adjustment | $ 500 |
Acquisitions - Amounts of Asset
Acquisitions - Amounts of Assets and Liabilities at Fair Value as of Acquisition Date (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Nov. 15, 2018 | Sep. 30, 2018 | Apr. 20, 2018 | Apr. 06, 2018 | Oct. 05, 2017 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Goodwill | $ 490,525 | $ 255,876 | ||||
GENEWIZ | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Accounts receivable | $ 26,952 | |||||
Inventories | 4,370 | |||||
Prepaid expenses and other current assets | 11,210 | |||||
Property, plant and equipment | 36,379 | |||||
Goodwill | 236,504 | |||||
Intangible assets, finite-lived | 188,524 | |||||
Other assets | 15,998 | |||||
Current portion of long-term debt | (3,170) | |||||
Accounts payable | (6,522) | |||||
Deferred revenue | (67) | |||||
Accrued compensation and benefits | (5,145) | |||||
Other current liabilities | (6,771) | |||||
Long-term debt | (2,482) | |||||
Long term tax reserves | (13,400) | |||||
Long-term deferred tax liabilities | (37,415) | |||||
Other long-term liabilities | (2,602) | |||||
Total purchase price | $ 442,363 | |||||
Tec-Sem Group AG | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Accounts receivable | $ 988 | |||||
Inventories | 4,297 | |||||
Prepaid expenses and other current assets | 4,038 | |||||
Property, plant and equipment | 85 | |||||
Goodwill | 7,665 | |||||
Intangible assets, finite-lived | 10,694 | |||||
Accounts payable | (1,049) | |||||
Accrued liabilities | (6,962) | |||||
Deferred tax liabilities | (1,391) | |||||
Accrued pension liability | (2,800) | |||||
Total purchase price | $ 15,565 | |||||
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 | |||||
Goodwill | 38,185 | |||||
Intangible assets, finite-lived | 27,212 | |||||
Accounts payable | (286) | |||||
Accrued liabilities | (845) | |||||
Deferred tax liabilities | (5,090) | |||||
Total purchase price | $ 65,119 | |||||
BioSpeciMan Corporation | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Accounts receivable | $ 300 | |||||
Goodwill | 2,700 | |||||
Intangible assets, finite-lived | 2,600 | |||||
Assumed liabilities | 700 | |||||
Total purchase price | $ 5,200 |
Acquisitions - Goodwill (Detail
Acquisitions - Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Nov. 15, 2018 | Sep. 30, 2018 | Apr. 20, 2018 | Apr. 06, 2018 | Oct. 05, 2017 |
Goodwill | ||||||
Goodwill | $ 490,525 | $ 255,876 | ||||
Brooks Semiconductor Solutions Group | ||||||
Goodwill | ||||||
Goodwill | 47,796 | 47,963 | ||||
Brooks Life Sciences | ||||||
Goodwill | ||||||
Goodwill | $ 442,729 | $ 207,913 | ||||
GENEWIZ | ||||||
Goodwill | ||||||
Goodwill | $ 236,504 | |||||
GENEWIZ | Brooks Life Sciences | ||||||
Goodwill | ||||||
Goodwill | 236,500 | |||||
Goodwill deductible for tax purposes | $ 0 | |||||
Tec-Sem Group AG | ||||||
Goodwill | ||||||
Goodwill | $ 7,665 | |||||
Goodwill deductible for tax purposes | 0 | |||||
Tec-Sem Group AG | Brooks Semiconductor Solutions Group | ||||||
Goodwill | ||||||
Goodwill | $ 7,700 | |||||
4titude Limited | ||||||
Goodwill | ||||||
Goodwill | $ 38,185 | |||||
Goodwill deductible for tax purposes | 0 | |||||
4titude Limited | Brooks Life Sciences | ||||||
Goodwill | ||||||
Goodwill | $ 38,185 | |||||
BioSpeciMan Corporation | ||||||
Goodwill | ||||||
Goodwill | $ 2,700 | |||||
Goodwill deductible for tax purposes | 0 | |||||
BioSpeciMan Corporation | Brooks Life Sciences | ||||||
Goodwill | ||||||
Goodwill | $ 2,700 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets Acquired (Details) - USD ($) $ in Millions | Nov. 15, 2018 | Apr. 06, 2018 | Oct. 05, 2017 |
GENEWIZ | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life of intangible assets | 13 years 3 months 18 days | ||
GENEWIZ | Customer Relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 125.4 | ||
Useful life | 14 years | ||
GENEWIZ | Completed Technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 44.1 | ||
GENEWIZ | Completed Technology | Minimum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 10 years | ||
GENEWIZ | Completed Technology | Maximum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 15 years | ||
GENEWIZ | Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 19 | ||
Useful life | 13 years | ||
Tec-Sem Group AG | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life of intangible assets | 8 years 7 months 6 days | ||
Tec-Sem Group AG | Customer Relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 0.7 | ||
Useful life | 9 years | ||
Tec-Sem Group AG | Completed Technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 8.4 | ||
Useful life | 10 years | ||
Tec-Sem Group AG | Order or Production Backlog | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 1.6 | ||
Useful life | 1 year | ||
4titude Limited | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life of intangible assets | 10 years 4 months 24 days | ||
4titude Limited | Customer Relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 21.4 | ||
Useful life | 10 years | ||
4titude Limited | Completed Technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 5.2 | ||
Useful life | 13 years | ||
4titude Limited | Order or Production Backlog | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 0.4 | ||
Useful life | 1 year | ||
4titude Limited | Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 0.2 | ||
Useful life | 1 year |
Acquisitions - Escrow (Details)
Acquisitions - Escrow (Details) - USD ($) $ in Millions | Nov. 15, 2018 | Apr. 06, 2018 | Oct. 05, 2017 |
GENEWIZ | |||
Business Acquisition [Line Items] | |||
Escrow deposit | $ 32.3 | ||
Escrow deposit for acquiree's employees retention obligations | $ 1.5 | ||
Tec-Sem Group AG | |||
Business Acquisition [Line Items] | |||
Escrow deposit | $ 2.6 | ||
Escrow deposit for acquiree's employees retention obligations | 1.8 | ||
Escrow balance related to performance obligations | $ 0.8 | ||
4titude Limited | |||
Business Acquisition [Line Items] | |||
Escrow deposit | $ 0.4 | ||
Escrow deposit for acquiree's employees retention obligations | $ 0.4 |
Acquisitions - Defined Benefit
Acquisitions - Defined Benefit Plan (Details) - Tec-Sem Group AG $ in Millions | Apr. 06, 2018USD ($) |
Defined Benefit Plan, Funded (Unfunded) Status of Plan [Abstract] | |
Plan assets | $ 5.1 |
Unfunded projected benefit obligation | 2.8 |
Plan liability | $ 7.9 |
Defined benefit plan, type | us-gaap:PensionPlansDefinedBenefitMember |
Defined benefit plan, sponsor location | us-gaap:ForeignPlanMember country:CH |
Acquisitions - Transaction Cost
Acquisitions - Transaction Costs (Details) - USD ($) $ in Millions | Nov. 15, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
GENEWIZ | |||
Business Acquisition [Line Items] | |||
Acquisition related costs | $ 10 | $ 6.3 | |
4titude Limited | Selling, General and Administrative Expenses | |||
Business Acquisition [Line Items] | |||
Acquisition related costs | $ 0 | $ 0.5 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information - Tabular Disclosure (Details) - GENEWIZ - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue | $ 196,021 | $ 170,033 |
Net income (loss) | $ (35,325) | $ (8,714) |
Acquisitions - Pro Forma Info_2
Acquisitions - Pro Forma Information - Additional Information (Details) - GENEWIZ - USD ($) $ in Thousands | Nov. 15, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition, Pro Forma Information [Abstract] | |||
Revenue | $ 196,021 | $ 170,033 | |
Depreciation and amortization expense included in pro forma earnings | 1,600 | 3,300 | |
Interest expense excluded from pro forma earnings | 2,000 | 4,800 | |
Net income (loss) | (35,325) | $ (8,714) | |
One-time option, bonus, and transaction costs incurred by acquiree | 43,900 | ||
Acquisition related costs | $ 10,000 | 6,300 | |
Accounting Standards Update 2014-09 | |||
Business Acquisition, Pro Forma Information [Abstract] | |||
Revenue | $ (400) |
Acquisitions - Results of Opera
Acquisitions - Results of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Amortization of acquired intangible assets | $ 7.8 | $ 5.5 |
GENEWIZ | ||
Business Acquisition, Pro Forma Information [Abstract] | ||
Actual revenues | 16.4 | |
Actual net income (loss) | 0.9 | |
Amortization of acquired intangible assets | 1.6 | |
Tec-Sem Group AG | ||
Business Acquisition, Pro Forma Information [Abstract] | ||
Actual revenues | 9.3 | |
Actual net income (loss) | 1.7 | |
Inventory step up | 0.2 | |
Amortization of acquired intangible assets | 0.9 | |
4titude Limited | ||
Business Acquisition, Pro Forma Information [Abstract] | ||
Actual revenues | 3.9 | 3.4 |
Actual net income (loss) | (1.1) | |
Inventory step up | 1.2 | |
Amortization of acquired intangible assets | 0.9 | $ 1 |
4titude Limited | Maximum | ||
Business Acquisition, Pro Forma Information [Abstract] | ||
Actual net income (loss) | $ 0.1 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Components of Goodwill by Operating Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Goodwill [Line Items] | ||
Gross goodwill | $ 1,105,483 | $ 870,834 |
Accumulated goodwill impairments | (614,958) | (614,958) |
Goodwill | 490,525 | 255,876 |
Brooks Semiconductor Solutions Group | ||
Goodwill [Line Items] | ||
Gross goodwill | 636,740 | 636,907 |
Accumulated goodwill impairments | (588,944) | (588,944) |
Goodwill | 47,796 | 47,963 |
Brooks Life Sciences | ||
Goodwill [Line Items] | ||
Gross goodwill | 442,729 | 207,913 |
Goodwill | 442,729 | 207,913 |
Other | ||
Goodwill [Line Items] | ||
Gross goodwill | 26,014 | 26,014 |
Accumulated goodwill impairments | $ (26,014) | $ (26,014) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Goodwill Roll Forward (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, net of accumulated impairments, beginning balance | $ 255,876 |
Acquisitions and adjustments | 234,649 |
Goodwill, net of accumulated impairments, ending balance | 490,525 |
Brooks Semiconductor Solutions Group | |
Goodwill [Roll Forward] | |
Goodwill, net of accumulated impairments, beginning balance | 47,963 |
Acquisitions and adjustments | (167) |
Goodwill, net of accumulated impairments, ending balance | 47,796 |
Brooks Life Sciences | |
Goodwill [Roll Forward] | |
Goodwill, net of accumulated impairments, beginning balance | 207,913 |
Acquisitions and adjustments | 234,816 |
Goodwill, net of accumulated impairments, ending balance | $ 442,729 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Goodwill Acquired (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill acquired during period | $ 234.6 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Components of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 385,518 | $ 198,918 |
Accumulated Amortization | 106,285 | 98,962 |
Net Book Value | 279,233 | 99,956 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 5,302 | 5,302 |
Accumulated Amortization | 4,401 | 4,325 |
Net Book Value | 901 | 977 |
Completed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 88,475 | 44,829 |
Accumulated Amortization | 30,790 | 28,934 |
Net Book Value | 57,685 | 15,895 |
Trademarks and Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 25,316 | 6,298 |
Accumulated Amortization | 3,444 | 2,953 |
Net Book Value | 21,872 | 3,345 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 266,425 | 142,489 |
Accumulated Amortization | 67,650 | 62,750 |
Net Book Value | $ 198,775 | $ 79,739 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense for intangible assets | $ 7.8 | $ 5.5 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,019 | $ 26,976 | |
2,020 | 41,340 | |
2,021 | 37,547 | |
2,022 | 34,545 | |
2,023 | 31,589 | |
Thereafter | 107,236 | |
Net Book Value | $ 279,233 | $ 99,956 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) $ in Millions | Oct. 04, 2017 | Dec. 31, 2018 | Nov. 15, 2018 | Sep. 30, 2018 |
Line of Credit | Credit Agreement | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 75 | $ 75 | ||
Line of credit, expiration date | Oct. 4, 2022 | |||
Line of credit, expiration period | 90 days | |||
Outstanding line of credit | 0 | $ 0 | ||
Deferred finance costs | $ 0.5 | $ 0.5 | ||
Line of Credit | Credit Agreement | Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 7.5 | |||
Secured Debt | Senior Secured Term Loan Facility | ||||
Line of Credit Facility [Line Items] | ||||
Face amount | $ 200 | $ 350 |
Debt - General Information (Det
Debt - General Information (Details) - Senior Secured Term Loan Facility - Secured Debt $ in Millions | Nov. 15, 2018USD ($) | Oct. 04, 2017USD ($) |
Debt Instrument [Line Items] | ||
Face amount | $ 350 | $ 200 |
Issue amount | $ 340.5 | $ 197.6 |
Percentage of par (as a percent) | 97.30% | 98.80% |
Discount | $ 9.5 | $ 2.4 |
Discount percentage (as a percent) | 2.70% | 1.20% |
Aggregate increase amount | $ 75 | |
Maximum secured leverage ratio | 3 |
Debt - Interest Rate (Details)
Debt - Interest Rate (Details) - Secured Debt - Senior Secured Term Loan Facility | Oct. 04, 2017 |
Base Rate | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 1.50% |
Eurodollar | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 2.50% |
Federal Funds Rate | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate (as a percent) | 0.50% |
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 | 3 Months Ended | |
Dec. 31, 2018 | Oct. 04, 2017 | |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 11,584 | |
Senior Secured Term Loan Facility | Secured Debt | ||
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 11,600 | |
Weighted average interest rate (as a percent) | 5.00% | |
Interest expense | $ 5,300 | |
Deferred financing costs amortization | $ 400 | |
Interest rate above applicable rate (as a percent) | 2.00% |
Debt - Term Loans (Details)
Debt - Term Loans (Details) - 3 months ended Dec. 31, 2018 $ in Thousands, ¥ in Millions | CNY (¥)loaninstallment | USD ($)loaninstallment |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 11,584 | |
Outstanding principal balance | $ 552,393 | |
Secured Debt | Five-year Term Loans Maturing 2021 | ||
Debt Instrument [Line Items] | ||
Number of term loans | loan | 3 | 3 |
Debt instrument, term (in years) | 5 years | |
Face amount | $ 3,300 | |
Number of installments | installment | 8 | 8 |
Installment payment, percentage of initial principal amount (as a percent) | 12.50% | 12.50% |
Deferred financing costs | $ 0 | |
Outstanding principal balance | $ 2,100 | |
Secured Debt | Five-year Term Loans Maturing 2021 | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate (as a percent) | 3.10% | |
Secured Debt | One-year Term Loans Maturing 2019 | ||
Debt Instrument [Line Items] | ||
Number of term loans | loan | 2 | 2 |
Debt instrument, term (in years) | 1 year | |
Face amount | ¥ 22 | $ 3,200 |
Deferred financing costs | 0 | |
Outstanding principal balance | $ 3,200 | |
Secured Debt | One-year Term Loans Maturing 2019, Loan One | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage (as a percentage) | 4.56% | 4.56% |
Secured Debt | One-year Term Loans Maturing 2019, Loan Two | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage (as a percentage) | 4.35% | 4.35% |
Debt - Long-term Debt - Future
Debt - Long-term Debt - Future Minimum Principal Payment Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,019 | $ 7,738 |
2,020 | 6,327 |
2,021 | 6,328 |
2,022 | 5,500 |
2,023 | 5,500 |
Thereafter | 521,000 |
Total outstanding principal balance | 552,393 |
Unamortized deferred financing costs | (11,584) |
Long-term debt | $ 540,809 |
Debt - Long-term Debt - Current
Debt - Long-term Debt - Current and Non-current (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Long-term Debt, by Current and Noncurrent [Abstract] | ||
Long-term debt | $ 540,809 | |
Current portion of long term debt | 9,527 | $ 2,000 |
Non-current portion of long-term debt | $ 531,282 | $ 194,071 |
Debt - Capital Lease Obligation
Debt - Capital Lease Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,019 | $ 960 |
2,020 | 1,176 |
2,021 | 1,126 |
2,022 | 358 |
Total outstanding principal balance | 3,620 |
The outstanding principal balance included within Other long-term liabilities on the Consolidated Balance Sheets | $ 3,620 |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Income tax benefit | $ (5,830) | $ (650) |
Benefit related to stock compensation windfalls | 3,700 | |
Benefit related to remeasurement of net U.S. deferred tax assets | 1,400 | |
Benefit related to transition tax reduction | $ 1,100 | |
Benefit related to reduction of reserves | 300 | |
Benefit related to remeasurement of net U.S. deferred tax liabilities | $ 700 | |
U.S. statutory federal tax rate (as a percent) | 21.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Toll charge, reduction in provisional accrual | $ 1.1 |
Income Taxes - Acquisition (Det
Income Taxes - Acquisition (Details) - GENEWIZ $ in Millions | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |
Deferred tax liabilities | $ 37.4 |
Reserve for unrecognized tax benefits | $ 13.4 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense [Abstract] | |
Interest related to unrecognized benefits | $ 0.1 |
Statute of limitations lapsed on an uncertain tax positions in a foreign jurisdiction | 0.3 |
Anticipated unrecognized tax benefit reduction during next twelve months | $ 0.1 |
Other Balance Sheet Informati_3
Other Balance Sheet Information - Summary of Account Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Oct. 01, 2018 | Sep. 30, 2018 |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Accounts receivable | $ 165,670 | $ 126,350 | |
Less allowance for doubtful accounts | (1,114) | (1,113) | |
Accounts receivable, net | 164,516 | $ 125,200 | 125,192 |
Allowance for Sales Returns | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Less allowance for sales returns | $ (40) | $ (45) |
Other Balance Sheet Informati_4
Other Balance Sheet Information - Summary of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials and purchased parts | $ 67,428 | $ 57,527 |
Work-in-process | 13,799 | 19,547 |
Finished goods | 28,843 | 19,912 |
Inventory, net | 110,070 | 96,986 |
Reserves for excess and obsolete inventory | $ 14,900 | $ 15,000 |
Other Balance Sheet Informati_5
Other Balance Sheet Information - Capitalized Direct Costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | |
Property, Plant and Equipment, Gross [Abstract] | ||
Capitalized computer software, gross | $ 6.6 | $ 5.6 |
Capitalized computer software costs | 0.1 | |
GENEWIZ | ||
Property, Plant and Equipment, Gross [Abstract] | ||
Capitalized computer software, gross | $ 0.9 |
Other Balance Sheet Informati_6
Other Balance Sheet Information - Product Warranty and Retrofit Activity on Gross Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Beginning Balance | $ 6,340 | $ 5,479 |
Accruals for warranties | 2,355 | 1,408 |
Costs incurred | (1,844) | (1,313) |
Ending Balance | $ 6,851 | $ 5,574 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 4,176 | $ 4,563 |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 3,960 | 4,385 |
Employee Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 216 | $ 178 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units Granted - Tabular Disclosure (Details) - shares | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 745,776 | 471,151 |
Restricted Stock, Time Based Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 321,835 | 190,266 |
Board of Director Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 552 | 546 |
Restricted Stock, Performance Based Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 423,389 | 280,339 |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Units Granted - Discontinued Operations (Details) - shares | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operations, Held-for-sale | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 0 | 28,493 |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 745,776 | 471,151 |
Stock-Based Compensation - Time
Stock-Based Compensation - Time-Based Grants (Details) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 1 year | 1 year | |
Restricted Stock, Time Based Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 3 years | ||
Share-based Compensation Award, Tranche One | Restricted Stock, Time Based Shares | |||
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 | Restricted Stock, Time Based Shares | |||
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 | Restricted Stock, Time Based Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting percentage (as a percent) | 33.33% |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Grants (Details) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 1 year | 1 year |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 1 year | 1 year |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-Based Grants (Details) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Performance-based awards granted, percentage (as a percent) | 100.00% | 100.00% | 100.00% | |
Performance-based awards granted, percentage, maximum threshold met (as a percent) | 200.00% | |||
Performance goal measurement period (in years) | 3 years |
Stock-Based Compensation - Re_3
Stock-Based Compensation - Restricted Stock Unit Activity - Tabular Disclosure (Details) - Restricted Stock Units (RSUs) - $ / shares | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | ||
Outstanding at beginning of period (in shares) | 2,194,512 | |
Restricted stocks granted (in shares) | 745,776 | 471,151 |
Vested (in shares) | (851,702) | |
Forfeited (in shares) | (9,199) | |
Outstanding at end of period (in shares) | 2,079,387 | |
Weighted Average Grant-Date Fair Value | ||
Outstanding at beginning of period (in dollars per share) | $ 17.20 | |
Granted (in dollars per share) | 30.49 | $ 34.25 |
Vested (in dollars per share) | 18.70 | |
Forfeited (in dollars per share) | 10.91 | |
Outstanding at end of period (in dollars per share) | $ 23.58 |
Stock-Based Compensation - Re_4
Stock-Based Compensation - Restricted Stock Unit Activity - Additional Information (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in dollars per share) | $ 30.49 | $ 34.25 |
Fair value of restricted stock awards vested | $ 27.1 | $ 19 |
Proceeds from employees to satisfy tax obligation | $ 14.2 | $ 6.3 |
Stock-Based Compensation - Re_5
Stock-Based Compensation - Restricted Stock Unit Activity - Unrecognized Compensation Cost (Details) - Restricted Stock Units (RSUs) $ in Millions | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 38.4 |
Unrecognized compensation cost, estimated weighted average amortization period | 2 years |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - shares | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued under employee stock purchase plan (in shares) | 0 | 0 |
Employee Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Purchase price of common stock (as a percent) | 85.00% |
Earnings per Share - Tabular Di
Earnings per Share - Tabular Disclosure (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Income from continuing operations | $ 6,266 | $ 1,619 |
Income from discontinued operations, net of tax | 8,149 | 14,867 |
Net income | $ 14,415 | $ 16,486 |
Weighted average common shares outstanding used in computing basic earnings per share (in shares) | 71,450 | 70,183 |
Dilutive restricted stock units | 715 | 681 |
Weighted average common shares outstanding used in computing diluted earnings per share (in shares) | 72,165 | 70,864 |
Basic net income per share attributable to Brooks Automation, Inc. common stockholders: | ||
Income from continuing operations (in dollars per share) | $ 0.09 | $ 0.02 |
Income from discontinued operations, net of tax (in dollars per share) | 0.11 | 0.21 |
Basic net income per share attributable to Brooks Automation, Inc. (in dollars per share) | 0.20 | 0.23 |
Diluted net income per share attributable to Brooks Automation, Inc. common stockholders: | ||
Income from continuing operations (in dollars per share) | 0.09 | 0.02 |
Income from discontinued operations, net of tax (in dollars per share) | 0.11 | 0.21 |
Diluted net income per share attributable to Brooks Automation, Inc. common stockholders (in dollars per share) | 0.20 | 0.23 |
Dividend declared per share (in dollars per share) | $ 0.10 | $ 0.10 |
Earnings per Share - Anti-dilut
Earnings per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | |
Dec. 31, 2018 | Dec. 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) | 261,384 | 190,266 |
Revenue - Payment Terms (Detail
Revenue - Payment Terms (Details) | 3 Months Ended |
Dec. 31, 2018 | |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Payment period | 30 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Payment period | 60 days |
Revenue - Segment Information (
Revenue - Segment Information (Details) | 3 Months Ended |
Dec. 31, 2018segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 2 |
Number of reporting units | 5 |
Brooks Semiconductor Solutions Group | |
Segment Reporting Information [Line Items] | |
Number of reporting units | 3 |
Brooks Life Sciences | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 2 |
Number of reporting units | 2 |
Revenue - Disaggregated By Timi
Revenue - Disaggregated By Timing (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 179,368 | $ 142,599 |
Brooks Semiconductor Solutions Group | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 112,707 | 95,157 |
Brooks Life Sciences | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 66,661 | $ 47,442 |
Point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 135,083 | |
Point in time | Brooks Semiconductor Solutions Group | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 111,916 | |
Point in time | Brooks Life Sciences | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 23,167 | |
Over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 44,285 | |
Over time | Brooks Semiconductor Solutions Group | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 791 | |
Over time | Brooks Life Sciences | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 43,494 |
Revenue - Disaggregated By Geog
Revenue - Disaggregated By Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 179,368 | $ 142,599 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 68,897 | |
Asia/Pacific/Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 79,460 | |
United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 12,078 | |
Rest of Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 18,933 |
Revenue - Disaggregated By Repo
Revenue - Disaggregated By Reporting Unit (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 179,368 | $ 142,599 |
Automation Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 73,675 | |
Reporting unit, name of segment | brks:BrooksSemiconductorSolutionsGroupMember | |
Contamination Control Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 27,956 | |
Reporting unit, name of segment | brks:BrooksSemiconductorSolutionsGroupMember | |
Global Semiconductor Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 11,076 | |
Reporting unit, name of segment | brks:BrooksSemiconductorSolutionsGroupMember | |
Sample Management | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 50,303 | |
Reporting unit, name of segment | brks:BrooksLifeSciencesMember | |
GENEWIZ | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 16,358 | |
Reporting unit, name of segment | brks:BrooksLifeSciencesMember | |
Brooks Semiconductor Solutions Group | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 112,707 | 95,157 |
Brooks Life Sciences | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 66,661 | $ 47,442 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2018 | Oct. 01, 2018 | Sep. 30, 2018 | |
Accounts Receivable, Net, Current [Abstract] | |||
Accounts receivable, net | $ 164,516 | $ 125,200 | $ 125,192 |
Contract with Customer, Asset, Net, Current [Abstract] | |||
Contract assets | $ 12,600 | 8,200 | |
Capitalized Contract Cost [Abstract] | |||
Sales commission amortization period | 60 months | ||
Deferred commissions | $ 1,300 | 1,500 | |
Deferred commission amortization expense | 200 | ||
Contract with Customer, Liability [Abstract] | |||
Current contract liabilities | 31,091 | $ 28,734 | $ 25,884 |
Change in Contract with Customer, Liability [Abstract] | |||
Revenue recognized | $ 12,100 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 36,359 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 11,107 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligation, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 25,252 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligation, period |
Revenue - Costs to Obtain and F
Revenue - Costs to Obtain and Fulfill a Contract (Details) | Dec. 31, 2018 |
Capitalized Contract Cost [Abstract] | |
Sales commission amortization period | 60 months |
Segment Information - General I
Segment Information - General Information (Details) | 3 Months Ended |
Dec. 31, 2018segment | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Number of reportable segments | 2 |
Brooks Life Sciences | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Number of operating segments | 2 |
Segment Information - Financial
Segment Information - Financial Information for Business Segments - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | ||
Revenue | $ 179,368 | $ 142,599 |
Gross profit | 72,081 | 54,259 |
Segment operating income (loss) | 5,333 | 4,925 |
Products | ||
Revenue | ||
Revenue | 141,732 | 105,772 |
Services | ||
Revenue | ||
Revenue | 37,636 | 36,827 |
Brooks Semiconductor Solutions Group | ||
Revenue | ||
Revenue | 112,707 | 95,157 |
Gross profit | 45,915 | 38,494 |
Brooks Semiconductor Solutions Group | Products | ||
Revenue | ||
Revenue | 101,801 | 83,791 |
Brooks Semiconductor Solutions Group | Services | ||
Revenue | ||
Revenue | 10,906 | 11,366 |
Brooks Life Sciences | ||
Revenue | ||
Revenue | 66,661 | 47,442 |
Gross profit | 26,166 | 15,765 |
Brooks Life Sciences | Products | ||
Revenue | ||
Revenue | 39,931 | 21,981 |
Brooks Life Sciences | Services | ||
Revenue | ||
Revenue | 26,730 | 25,461 |
Operating Segments | ||
Revenue | ||
Segment operating income (loss) | 17,731 | 10,322 |
Depreciation expense | 3,687 | 2,545 |
Operating Segments | Brooks Semiconductor Solutions Group | ||
Revenue | ||
Segment operating income (loss) | 16,141 | 11,718 |
Depreciation expense | 916 | 996 |
Operating Segments | Brooks Life Sciences | ||
Revenue | ||
Segment operating income (loss) | 1,590 | (1,396) |
Depreciation expense | $ 2,771 | $ 1,549 |
Segment Information - Financi_2
Segment Information - Financial Information for Business Segments - Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 1,496,731 | $ 1,095,257 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 1,204,835 | 675,033 |
Operating Segments | Brooks Semiconductor Solutions Group | ||
Segment Reporting Information [Line Items] | ||
Total assets | 288,891 | 264,452 |
Operating Segments | Brooks Life Sciences | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 915,944 | $ 410,581 |
Segment Information - Reconcili
Segment Information - Reconciliation of Reportable Segment Operating Income (Loss) to Corresponding Consolidated Amounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Amortization of acquired intangible assets | $ 7,800 | $ 5,500 |
Restructuring Charges | 59 | |
Segment operating income (loss) | 5,333 | 4,925 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment operating income (loss) | 17,731 | 10,322 |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Amortization of acquired intangible assets | 5,768 | 4,588 |
Corporate, Non-Segment | ||
Segment Reporting Information [Line Items] | ||
Other unallocated corporate expenses | $ 6,571 | $ 809 |
Segment Information - Reconci_2
Segment Information - Reconciliation of Reportable Segment Assets to Corresponding Consolidated Amounts (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Segment Reporting Information [Line Items] | ||
Cash, cash equivalents and marketable securities | $ 138,308 | $ 251,226 |
Deferred tax assets | 23,287 | 43,798 |
Assets | 1,496,731 | 1,095,257 |
Discontinued Operations, Held-for-sale | ||
Segment Reporting Information [Line Items] | ||
Assets held for sale | 130,301 | 125,200 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 1,204,835 | $ 675,033 |
Commitments and Contingencies -
Commitments and Contingencies - Letters of Credit (Details) $ in Millions | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Outstanding letters of credit | $ 1.3 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Commitments (Details) $ in Millions | Dec. 31, 2018USD ($) |
Non-cancellable Contracts and Purchase Orders for Inventory | |
Other Commitments [Line Items] | |
Other commitment | $ 95.9 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Subsequent Event [Line Items] | |||
Cash dividend declared (in dollars per share) | $ 0.10 | $ 0.10 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Cash dividend declared, date | Jan. 30, 2019 | ||
Cash dividend declared (in dollars per share) | $ 0.10 | ||
Cash dividend declared, payment date | Mar. 22, 2019 | ||
Cash dividend declared, record date | Mar. 1, 2019 |