Document and Entity Information
Document and Entity Information - $ / shares | 6 Months Ended | |
Mar. 31, 2021 | May 04, 2021 | |
Cover [Abstract] | ||
Entity Central Index Key | 0000933974 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 000-25434 | |
Entity Registrant Name | BROOKS AUTOMATION, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3040660 | |
Entity Address, Address Line One | 15 Elizabeth Drive | |
Entity Address, City or Town | Chelmsford | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01824 | |
City Area Code | 978 | |
Local Phone Number | 262-2400 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Entity Listing, Par Value Per Share | $ 0.01 | |
Trading Symbol | BRKS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 74,296,729 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Current assets | ||
Cash and cash equivalents | $ 320,105 | $ 295,649 |
Marketable securities | 101 | 67 |
Accounts receivable, net | 225,389 | 188,291 |
Inventories | 127,987 | 114,834 |
Prepaid expenses and other current assets | 50,908 | 50,612 |
Total current assets | 724,490 | 649,453 |
Property, plant and equipment, net | 132,420 | 117,665 |
Long-term marketable securities | 3,485 | 3,101 |
Long-term deferred tax assets | 9,864 | 4,979 |
Goodwill | 513,093 | 501,536 |
Intangible assets, net | 209,899 | 218,325 |
Other assets | 70,845 | 64,066 |
Total assets | 1,664,096 | 1,559,125 |
Current liabilities | ||
Current portion of long-term debt | 414 | 827 |
Accounts payable | 77,741 | 61,758 |
Deferred revenue | 36,793 | 31,357 |
Accrued warranty and retrofit costs | 8,044 | 8,201 |
Accrued compensation and benefits | 38,504 | 43,267 |
Accrued restructuring costs | 58 | 181 |
Accrued income taxes payable | 23,889 | 10,094 |
Accrued expenses and other current liabilities | 80,203 | 55,433 |
Total current liabilities | 265,646 | 211,118 |
Long-term debt | 49,653 | 49,588 |
Long-term tax reserves | 19,707 | 19,168 |
Long-term deferred tax liabilities | 15,442 | 17,798 |
Long-term pension liabilities | 6,353 | 6,406 |
Long-term operating lease liabilities | 32,749 | 31,855 |
Other long-term liabilities | 8,520 | 9,578 |
Total liabilities | 398,070 | 345,511 |
Commitments and contingencies (Note 17) | ||
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, 87,755,666 shares issued and 74,293,797 shares outstanding at March 31, 2021, 87,293,710 shares issued and 73,831,841 shares outstanding at September 30, 2020 | 878 | 873 |
Additional paid-in capital | 1,959,619 | 1,942,850 |
Accumulated other comprehensive income | 22,637 | 21,919 |
Treasury stock, at cost- 13,461,869 shares | (200,956) | (200,956) |
Accumulated deficit | (516,152) | (551,072) |
Total stockholders' equity | 1,266,026 | 1,213,614 |
Total liabilities and stockholders' equity | $ 1,664,096 | $ 1,559,125 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Sep. 30, 2020 |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [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, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
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 | 87,755,666 | 87,293,710 |
Common stock, shares outstanding | 74,293,797 | 73,831,841 |
Treasury Stock, Number of Shares and Restriction Disclosures [Abstract] | ||
Treasury stock, shares | 13,461,869 | 13,461,869 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | ||||
Total revenue | $ 286,586 | $ 220,227 | $ 536,089 | $ 430,727 |
Cost of revenue | ||||
Total cost of revenue | 159,312 | 129,946 | 295,687 | 255,460 |
Gross profit | 127,274 | 90,281 | 240,402 | 175,267 |
Operating expenses | ||||
Research and development | 16,943 | 15,322 | 33,026 | 29,723 |
Selling, general and administrative | 79,734 | 59,809 | 145,763 | 119,152 |
Restructuring charges | 92 | 578 | 179 | 1,154 |
Total operating expenses | 96,769 | 75,709 | 178,968 | 150,029 |
Operating income | 30,505 | 14,572 | 61,434 | 25,238 |
Interest income | 18 | 137 | 94 | 836 |
Interest expense | (452) | (718) | (1,008) | (1,455) |
Other income (expenses), net | 149 | (1,399) | 1,478 | (1,816) |
Income before income taxes | 30,220 | 12,592 | 61,998 | 22,803 |
Income tax provision | 6,288 | 3,400 | 11,058 | 437 |
Income from continuing operations | 23,932 | 9,192 | 50,940 | 22,366 |
Loss from discontinued operations, net of tax | (184) | (65) | (1,164) | (182) |
Net income | $ 23,748 | $ 9,127 | $ 49,776 | $ 22,184 |
Basic net income per share: | ||||
Income from continuing operations (in dollars per share) | $ 0.32 | $ 0.12 | $ 0.69 | $ 0.30 |
Loss from discontinued operations, net of tax (in dollars per share) | 0 | 0 | (0.02) | 0 |
Basic net income per share (in dollars per share) | 0.32 | 0.12 | 0.67 | 0.30 |
Diluted net income per share: | ||||
Income from continuing operations (in dollars per share) | 0.32 | 0.12 | 0.68 | 0.30 |
Loss from discontinued operations, net of tax (in dollars per share) | 0 | 0 | (0.02) | 0 |
Diluted net income per share (in dollars per share) | $ 0.32 | $ 0.12 | $ 0.67 | $ 0.30 |
Weighted average shares used in computing net income per share: | ||||
Basic (in shares) | 74,265 | 73,708 | 74,142 | 73,331 |
Diluted (in shares) | 74,414 | 73,789 | 74,367 | 73,752 |
Products | ||||
Revenue | ||||
Total revenue | $ 190,369 | $ 139,144 | $ 349,985 | $ 271,006 |
Cost of revenue | ||||
Total cost of revenue | 105,581 | 83,970 | 197,084 | 163,941 |
Services | ||||
Revenue | ||||
Total revenue | 96,217 | 81,083 | 186,104 | 159,721 |
Cost of revenue | ||||
Total cost of revenue | $ 53,731 | $ 45,976 | $ 98,603 | $ 91,519 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 23,748 | $ 9,127 | $ 49,776 | $ 22,184 |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustments | (12,547) | (5,852) | 717 | 3,793 |
Unrealized gains (losses) on marketable securities, net of tax effects of $0 during each of the three and six months ended March 31, 2021, and $0 during each of the three and six months ended March 31, 2020 | (3) | 7 | ||
Actuarial gains (losses), net of tax effects of ($4 )and $1 during the three and six months ended March 31, 2021, $1 and $2 during the three and six months ended March 31, 2020 | 39 | 1 | (12) | |
Total other comprehensive income, net of tax | (12,508) | (5,855) | 718 | 3,788 |
Comprehensive income | $ 11,240 | $ 3,272 | $ 50,494 | $ 25,972 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized (losses) gains on marketable securities, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Actuarial gains (losses) | $ 1 | $ 1 | $ 2 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net income | $ 49,776 | $ 22,184 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 31,543 | 33,079 |
Stock-based compensation | 14,191 | 8,624 |
Amortization of premium on marketable securities and deferred financing costs | 113 | 94 |
Deferred income taxes | (10,161) | (9,477) |
Other losses on disposals of assets | 51 | 125 |
Adjustment to the gain on divestiture, net of tax | 948 | 319 |
Taxes paid stemming from divestiture | (91,500) | |
Changes in operating assets and liabilities, net of acquisitions and divestiture: | ||
Accounts receivable | (35,033) | (12,670) |
Inventories | (11,301) | (9,094) |
Prepaid expenses and other assets | 3,157 | 5,374 |
Accounts payable | 14,136 | 5,807 |
Deferred revenue | 4,659 | (1,478) |
Accrued warranty and retrofit costs | (261) | 735 |
Accrued compensation and tax withholdings | (5,371) | (522) |
Accrued restructuring costs | (124) | (112) |
Accrued expenses and other liabilities | 21,619 | 8,455 |
Net cash provided by (used in) operating activities | 77,942 | (40,057) |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (25,531) | (21,170) |
Purchases of marketable securities | (75) | (10,843) |
Sales of marketable securities | 25 | 2,492 |
Maturities of marketable securities | 42,226 | |
Adjustment to proceeds from divestiture | (1,802) | |
Acquisitions, net of cash acquired | (15,061) | (15,743) |
Issuance of a note receivable | (1,000) | |
Net cash used in by investing activities | (42,444) | (4,038) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 2,583 | 2,330 |
Principal payments on debt | (414) | (414) |
Payments of finance leases | (638) | (639) |
Common stock dividends paid | (14,856) | (14,747) |
Net cash used in financing activities | (13,325) | (13,470) |
Effects of exchange rate changes on cash and cash equivalents | 6,051 | (1,803) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 28,224 | (59,368) |
Cash, cash equivalents and restricted cash, beginning of period | 302,526 | 305,171 |
Cash, cash equivalents and restricted cash, end of period | 330,750 | 245,803 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property, plant and equipment included in accounts payable | $ 3,733 | $ 1,305 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Cash and cash equivalents | $ 320,105 | $ 242,274 |
Short-term restricted cash included in prepaid expenses and other current assets | 3,570 | 3,529 |
Long-term restricted cash included in other assets | 7,075 | |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 330,750 | $ 245,803 |
Restricted Cash, Current, Asset, Statement of Financial Position | Prepaid expenses and other current assets | Prepaid expenses and other current assets |
Restricted Cash, Noncurrent, Asset, Statement of Financial Position | Other assets | Other assets |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Treasury Stock | Total |
Beginning Balance at Sep. 30, 2019 | $ 857 | $ 1,921,954 | $ 3,511 | $ (586,412) | $ (200,956) | $ 1,138,954 |
Beginning Balance (in shares) at Sep. 30, 2019 | 85,759,700 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued under restricted stock and purchase plans, net | $ 15 | 2,315 | 2,330 | |||
Shares issued under restricted stock and purchase plans, net (in shares) | 1,454,922 | |||||
Stock-based compensation | 8,624 | 8,624 | ||||
Common stock dividends declared | (14,747) | (14,747) | ||||
Foreign currency translation adjustments | 3,793 | 3,793 | ||||
Changes in unrealized losses on marketable securities, net of tax effects | 7 | 7 | ||||
Actuarial losses, net of tax effects | (12) | (12) | ||||
Net income | 22,184 | 22,184 | ||||
Ending Balance at Mar. 31, 2020 | $ 872 | 1,932,893 | 7,299 | (578,975) | (200,956) | 1,161,133 |
Ending Balance (in shares) at Mar. 31, 2020 | 87,214,622 | |||||
Beginning Balance at Dec. 31, 2019 | $ 871 | 1,926,350 | 13,154 | (580,724) | (200,956) | 1,158,695 |
Beginning Balance (in shares) at Dec. 31, 2019 | 87,080,017 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued under restricted stock and purchase plans, net | $ 1 | 2,329 | 2,330 | |||
Shares issued under restricted stock and purchase plans, net (in shares) | 134,605 | |||||
Stock-based compensation | 4,214 | 4,214 | ||||
Common stock dividends declared | (7,378) | (7,378) | ||||
Foreign currency translation adjustments | (5,852) | (5,852) | ||||
Changes in unrealized losses on marketable securities, net of tax effects | (3) | (3) | ||||
Net income | 9,127 | 9,127 | ||||
Ending Balance at Mar. 31, 2020 | $ 872 | 1,932,893 | 7,299 | (578,975) | (200,956) | 1,161,133 |
Ending Balance (in shares) at Mar. 31, 2020 | 87,214,622 | |||||
Beginning Balance at Sep. 30, 2020 | $ 873 | 1,942,850 | 21,919 | (551,072) | (200,956) | $ 1,213,614 |
Beginning Balance (in shares) at Sep. 30, 2020 | 87,293,710 | 73,831,841 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued under restricted stock and purchase plans, net | $ 5 | 2,578 | $ 2,583 | |||
Shares issued under restricted stock and purchase plans, net (in shares) | 461,956 | |||||
Stock-based compensation | 14,191 | 14,191 | ||||
Common stock dividends declared | (14,856) | (14,856) | ||||
Foreign currency translation adjustments | 717 | 717 | ||||
Actuarial losses, net of tax effects | 1 | 1 | ||||
Net income | 49,776 | 49,776 | ||||
Ending Balance at Mar. 31, 2021 | $ 878 | 1,959,619 | 22,637 | (516,152) | (200,956) | $ 1,266,026 |
Ending Balance (in shares) at Mar. 31, 2021 | 87,755,666 | 74,293,797 | ||||
Beginning Balance at Dec. 31, 2020 | $ 877 | 1,949,556 | 35,145 | (532,468) | (200,956) | $ 1,252,154 |
Beginning Balance (in shares) at Dec. 31, 2020 | 87,672,132 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued under restricted stock and purchase plans, net | $ 1 | 2,582 | 2,583 | |||
Shares issued under restricted stock and purchase plans, net (in shares) | 83,534 | |||||
Stock-based compensation | 7,481 | 7,481 | ||||
Common stock dividends declared | (7,432) | (7,432) | ||||
Foreign currency translation adjustments | (12,547) | (12,547) | ||||
Actuarial losses, net of tax effects | 39 | 39 | ||||
Net income | 23,748 | 23,748 | ||||
Ending Balance at Mar. 31, 2021 | $ 878 | $ 1,959,619 | $ 22,637 | $ (516,152) | $ (200,956) | $ 1,266,026 |
Ending Balance (in shares) at Mar. 31, 2021 | 87,755,666 | 74,293,797 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividend declared per share (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.20 |
Changes in unrealized gains (losses) on marketable securities, tax | $ 0 | $ 0 | ||
Actuarial losses, tax | $ (4) | $ 1 | $ 1 | $ 2 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The unaudited consolidated financial statements of Brooks Automation, Inc. and its subsidiaries (“Brooks”, or the “Company”) included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all material adjustments, which are of a normal and recurring nature and necessary for a fair statement of the financial position and results of operations and cash flows for the periods presented, have been reflected in the accompanying unaudited consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted and, accordingly, the accompanying financial information should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) for the fiscal year ended September 30, 2020 (the “2020 Annual Report on Form 10-K”). The accompanying Consolidated Balance Sheet as of September 30, 2020 was derived from the audited annual consolidated financial statements as of the period then ended. Discontinued Operations In the fourth quarter of fiscal year 2018, the Company entered into a definitive agreement to sell its semiconductor cryogenics business (the “Disposition”) to Edwards Vacuum LLC (a member of the Atlas Copco Group) (“Edwards”). The Company determined that the semiconductor 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 Risks and Uncertainties The Company is subject to risks common to companies in the markets it serves, including, but not limited to, global economic and financial market conditions, fluctuations in customer demand, acceptance of new products, development by its competitors of new technological innovations, risk of disruption in its supply chain, the implementation of tariffs and export controls, dependence on key personnel, protection of proprietary technology, and compliance with domestic and foreign regulatory authorities and agencies. During the COVID-19 pandemic, the Company’s facilities have remained operational with only required personnel on site, and the balance of employees working from home. The Company’s semiconductor and life sciences business segments fall within the classification of an “Essential Critical Infrastructure Sector” as defined by the U.S. Department of Homeland Security and have continued operations during the COVID-19 pandemic. The Company has followed government guidance in each region and country and has implemented U.S. Centers for Disease Control and Prevention social distancing guidelines and other applicable best practices to protect the health and safety of the Company’s employees. The COVID-19 pandemic has not had a substantial negative impact on the Company’s financial results and a portion of the impact has been mitigated by the Company’s realignment of resources to satisfy incremental orders related to virus research. Future impacts on the Company’s financial results will depend on multiple variables which are not fully determinable, as the full impact of the pandemic on the economy and markets which the Company serves is as yet unknown. The variables are many, but fundamentally include reduced demand from the Company’s customers, the degree that the supply chain may be constrained which could impact the Company’s delivery of product and the potential impact to its operations if there is a significant outbreak among the Company’s employees, as well as the amount of incremental demand caused by research and treatments in the areas of COVID-19 or related threats. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2021 | |
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 recording accounts receivable, inventories, goodwill, intangible assets other than goodwill, long-lived assets, derivative financial instruments, deferred income taxes, warranty obligations, revenue recognized in accordance with the percentage of completion method, and stock-based compensation expense. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances future projections that management believes to be reasonable under the circumstances. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they occur and become known. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, including results of operations and financial condition, sales, expenses, reserves and allowances, manufacturing and employee-related amounts, will depend on future developments that are highly uncertain. This includes results from new information that may emerge concerning COVID-19 and any actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. The Company has made estimates of the impact of COVID-19 within its financial statements and there may be changes to those estimates in future periods. Foreign Currency Translation Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Foreign currency exchange gains and 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 were $0.4 million and $2.0 million during the three months ended March 31, 2021 and 2020, respectively. Net foreign currency transaction and remeasurement gains were $0.4 million and losses were $2.7 million during the six months ended March 31, 2021 and 2020, respectively. Derivative Financial Instruments The Company has transactions and balances denominated in currencies other than U.S. dollars. 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 arrangements typically mature in three months or less and they do not qualify for hedge accounting. Net gains and losses related to these contracts are recorded as a component of "Other income (expenses), net" in the accompanying unaudited Consolidated Statements of Operations and are as follows for the three and six months ended March 31, 2021 and 2020 (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Realized (losses) gains on derivatives not designated as hedging instruments $ (5,173) $ 4,424 $ (6,335) $ 756 The fair values of the forward contracts are recorded in the 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 certain financial assets and liabilities, including cash equivalents and available for sale securities, at fair value. FASB ASC 820, Fair Value Measurement and Disclosures Level 1 Inputs: Level 2 Inputs: Level 3 Inputs: As of March 31, 2021, the Company had no assets or liabilities measured and recorded at fair value on a recurring basis using Level 3 inputs. Accounts Receivable, Allowance for Expected Credit Losses and Sales Returns Trade accounts receivable do not bear interest and are recorded at the invoiced amount. The Company maintains an allowance for expected credit losses representing its best estimate of expected credit losses related to its existing accounts receivable and their net realizable value. The Company determines the allowance based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends, historical experience and other information over the payment periods. The Company reviews and adjusts the allowance for expected credit losses on a quarterly basis. Accounts receivable balances are written off against the allowance for expected credit losses when the Company determines that the balances are not recoverable. Provisions for expected credit losses are recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations. The Company determines the allowance for sales returns based on its best estimate of expected customer returns. Provisions for sales returns are recorded in "Revenue" in the Consolidated Statements of Operations. The Company does not have any off-balance-sheet credit exposure related to its customers. Leases The Company has operating leases for real estate and non-real estate and finance leases for non-real estate. The classification of a lease as operating or finance and the determination of the right-of-use asset (“ROU asset”) and lease liability are determined at lease inception. The ROU asset represents the Company’s right to use an underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company’s lease agreements may contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. Fixed payments for non-lease components are combined with lease payments and accounted for as a single lease component which increases the amount of the ROU asset and liability. The ROU asset for operating leases is included within “Other assets” and the ROU asset for finance leases is included within “Property, plant, and equipment, net” in the accompanying unaudited Consolidated Balance Sheets. The short-term lease liabilities for both operating leases and finance leases are included within “Accrued expenses and other current liabilities” in the accompanying unaudited Consolidated Balance Sheets. The long-term lease liabilities for operating leases and finance leases are included within “Long-term operating lease liabilities”, and “Other long-term liabilities”, respectively, in the accompanying unaudited Consolidated Balance Sheets. Recently Issued Accounting Pronouncements In October 2020 , the FASB issued Accounting Standards Update (“ASU”) 2020-10, Codification Improvements . The amendments in this ASU represent changes to clarify the ASCs, correct unintended application of guidance, or make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 and interim periods within those annual periods, with early adoption permitted. The amendments in this ASU should be applied retrospectively. This ASU will not affect the Company's consolidated financial statements. The Company will adopt the provisions of this ASU in the first quarter of fiscal 2022 and is currently evaluating the impact this guidance may have on the disclosure to the consolidated financial statements. In March 2020 , the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting . In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope . The amendments provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The provisions of the amendments are only available until December 31, 2022, when the reference rate replacement activity is expected to be completed. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. In December 2019 , the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) , which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 clarifying and amending existing guidance. This ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2020. Early adoption is permitted. The Company will adopt the provisions of this ASU in the first quarter of fiscal 2022. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. In August 2018 , the FASB issued ASU 2018-14, Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans , which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amendments require additional disclosure for the weighted-average interest crediting rates, a narrative description of the reasons for significant gains and losses, and an explanation of any other significant changes in the benefit obligation or plan assets. The amendment removes disclosure requirements for accumulated other comprehensive income expected to be recognized over the next year, information about plan assets to be returned to the entity, and the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement health care benefits. The ASU is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The ASU does not amend the interim disclosure requirements of ASC 715-20. The Company will adopt the provisions of this ASU in the first quarter of fiscal 2022 and is currently evaluating the impact this guidance may have on the disclosure to the consolidated financial statements. Recently Adopted Accounting Pronouncements 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 requirements for changes in unrealized gains or losses included in other comprehensive income 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 requirements 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 adopted the guidance during the first quarter of fiscal year 2021 . There is no significant accounting impact on the Company’s consolidated financial statements and related disclosures as a result of the adoption of this ASU. In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. The provisions may be adopted prospectively or retrospectively. This ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company adopted the guidance during the first quarter of fiscal year 2021 on a prospective basis . There is no significant accounting impact on the Company’s consolidated financial statements and related disclosures as a result of the adoption of this ASU. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , ASU 2019-05 “Financial Instruments-Credit Losses” , ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and ASU 2020-02 , Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) to clarify and address certain items related to the amendments in ASU 2016-13. Topic 326 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted. The Company adopted the guidance during the first quarter of fiscal year 2021 . There is no significant accounting impact on the Company’s consolidated financial statements and related disclosures as a result of the adoption of this ASU. 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 2020 Annual Report on Form 10-K. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Mar. 31, 2021 | |
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 for $675.0 million in cash, subject to adjustments. The sale was closed on July 1, 2019. The Company completed the sale for $659.8 million. Net proceeds from the sale were approximately $551.7 million, net of taxes and closing costs paid and remaining estimated taxes payable. During the first quarter of fiscal year 2021, the final net working capital was determined and resulted in a negative adjustment in the amount of $1.8 million payable to Edwards, which was paid during the three months ended March 31, 2021. In the third quarter of fiscal year 2020, Edwards asserted claims for indemnification under the definitive agreement relating to alleged breaches of representations and warranties relating to customer warranty claims and inventory. The Company cannot determine the probability of any losses or outcome of these claims including the amount of any indemnifiable losses, if any, resulting from these claims at this time, however, the Company believes that none of these claims will have a material adverse effect on its consolidated financial position or results of operations. If the resolution of these claims results in indemnifiable losses in excess of the applicable indemnification deductibles and indemnification escrow established under the definitive agreement, Edwards would be required to seek recovery under the representation and warranty insurance Edwards obtained in connection with the closing of the transaction. The Company believes that any indemnifiable losses in excess of the applicable deductibles and indemnification escrow established in the definitive agreement would be covered by such insurance. If Edwards is unable to obtain recovery under its insurance, however, it could seek recovery of such indemnifiable losses, if any, directly from the Company. The semiconductor cryogenics business consisted of the CTI pump business, Polycold chiller business, the related services business and a 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. The operating results of the semiconductor cryogenics business had been included in the Brooks Semiconductor Solutions Group In connection with the closing of the Disposition on July 1, 2019, the Company and Edwards entered into a transition service agreement, a supply agreement, and lease agreements. The transition service agreement outlined the information technology, people, and facility support the parties provided to each other for the period ending 9 months after the transaction closing date. The supply agreement allowed the Company to purchase CTI and Polycold goods at cost from Edwards up to an aggregate amount equal to $1.0 million until the one-year anniversary of closing the Disposition. The lease agreements provide facility space in Chelmsford, Massachusetts to Edwards free of charge for three years after the transaction closing date. Edwards has the option to renew each lease at the then current market rates after the initial three-year lease term has ended. This Disposition was consistent with the Company’s long-standing strategy to increase shareholder value by accelerating the growth of its Life Sciences businesses 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 March 31, Six Months Ended March 31, 2021 2020 2021 2020 Loss on discontinued operations before income taxes $ (242) $ (86) $ (1,530) $ (239) Net loss from discontinued operations (184) (65) (1,164) (182) |
Marketable Securities
Marketable Securities | 6 Months Ended |
Mar. 31, 2021 | |
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 accompanying 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 “Total other comprehensive income, net of tax” in the accompanying unaudited Consolidated Statement of 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 income (expenses), net" in the accompanying unaudited Consolidated Statements of Operations. During the six months ended March 31, 2021, there were insignificant sales of marketable securities. During the six months ended March 31, 2020, the Company sold marketable securities with a fair value 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 March 31, 2021 and September 30, 2020 (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Losses Gains Fair Value March 31, 2021: U.S. Treasury securities and obligations of U.S. government agencies $ 20 $ — $ — $ 20 Bank certificates of deposits 55 — — 55 Corporate securities 3,485 — — 3,485 Municipal securities 25 — — 25 $ 3,586 $ — $ — $ 3,586 September 30, 2020: Bank certificates of deposits $ 51 $ — $ — $ 51 Corporate securities 3,101 — — 3,101 Other debt securities 16 — — 16 $ 3,168 $ — $ — $ 3,168 The fair values of the marketable securities by contractual maturities at March 31, 2021 are presented below (in thousands): Fair Value Due in one year or less $ 101 Due after one year through five years — Due after five years through ten years — Due after ten years 3,485 Total marketable securities $ 3,586 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 either of March 31, 2021 and September 30, 2020. Cash equivalents of less than $0.1 million at March 31, 2021 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. There were no cash equivalents classified within Level 1 of the fair value hierarchy as of September 30, 2020. Cash equivalents of $0.1 million as of September 30, 2020, consist primarily of treasury bills and agency bonds and are classified within Level 2 of the fair value hierarchy because they are not actively traded. Cash equivalents from Level 1 and Level 2 are recorded in “Cash and cash equivalents” within the accompanying unaudited Consolidated Balance Sheet. |
Acquisitions
Acquisitions | 6 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 5. Acquisitions Acquisition Completed in Fiscal Year 2021 On December 3, 2020, the Company acquired Trans-Hit Biomarkers Inc. (“THB”), a worldwide biospecimen procurement service provider based in Montreal Canada. THB has an extensive collection capability for biospecimens and clinical samples through a worldwide partner network of clinical sites and biobanks. The total cash purchase price of the acquisition was approximately $15.2 million, net of cash acquired. The allocation of the consideration primarily included $7.5 million of customer relationships, $8.9 million of goodwill and $2.3 million of deferred tax liabilities. The Company applied the excess earnings method to determine the fair value of the customer relationships intangible asset. The weighted useful life of all intangibles acquired is 11 years . 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 Services segment and is not tax deductible. The acquisition enhances the breadth and depth of the Company’s offerings and expands its expertise in the Brooks Life Sciences Services segment. The Company did not present a pro forma information summary for its consolidated results of operations because such results were immaterial. Acquisition Completed in Fiscal Year 2020 On February 11, 2020, the Company acquired RURO, Inc. (“RURO”), an informatics software company based in Frederick, Maryland. RURO provides cloud-based software solutions to manage laboratory workflow and bio-sample data for a broad range of customers in the biotech, healthcare, and pharmaceutical sectors. The addition of RURO's capabilities and offerings will enable the Company to offer enhanced on-site and off-site management of biological sample inventories as well as integration solutions to its customers for their increasingly distributed workflow. The total cash purchase price of the acquisition net of cash acquired was $15.2 million after the Company’s agreement with the seller of a net working capital settlement. The Company received $0.5 million in connection with the net working capital settlement on April 1, 2021. The allocation of the consideration primarily included $0.6 million of accounts receivable, $2.9 million of customer relationships, $2.9 million of technology assets, $11.0 million of goodwill, and $2.7 million of liabilities. The Company applied the excess earnings method to determine the fair value of the customer relationships intangible asset. The goodwill from this acquisition is reported within the Brooks Life Sciences Services segment and is not tax deductible. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Mar. 31, 2021 | |
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 six months ended March 31, 2021. Please refer to Note 8, "Goodwill and Intangible Assets" to the Company's consolidated financial statements included in the 2020 Annual Report on Form 10-K for further information on the goodwill impairment testing performed during fiscal year 2020. The changes in the Company’s goodwill by reportable segment since September 30, 2020 are as follows (in thousands): Brooks Semiconductor Brooks Brooks Solutions Life Sciences Life Sciences Group Products Services Other Total Gross goodwill, at September 30, 2020 $ 637,303 $ 103,278 $ 349,899 $ 26,014 $ 1,116,494 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at September 30, 2020 48,359 103,278 349,899 — 501,536 Acquisitions and adjustments (129) 2,573 9,113 — 11,557 Gross goodwill, at March 31, 2021 637,174 105,851 359,012 26,014 1,128,051 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at March 31, 2021 $ 48,230 $ 105,851 $ 359,012 $ — $ 513,093 During the six months ended March 31, 2021, the Company recorded a goodwill increase of $11.6 million primarily related to the acquisition of THB and the impact of foreign currency translation adjustments. The components of the Company’s identifiable intangible assets as of March 31, 2021 and September 30, 2020 are as follows (in thousands): March 31, 2021 September 30, 2020 Accumulated Net Book Accumulated Net Book Cost Amortization Value Cost Amortization Value Patents $ 5,302 $ 4,964 $ 338 $ 5,302 $ 4,865 $ 437 Completed technology 93,228 54,599 38,629 92,477 49,875 42,602 Trademarks and trade names 26,258 11,153 15,105 25,769 9,322 16,447 Non-competition agreements 716 94 622 — — — Customer relationships 281,420 126,218 155,202 271,113 112,277 158,836 Other intangibles 248 245 3 245 242 3 $ 407,172 $ 197,273 $ 209,899 $ 394,906 $ 176,581 $ 218,325 Amortization expense for intangible assets was $19.7 million and $20.9 million, respectively, during the six months ended March 31, 2021 and 2020. Estimated future amortization expense for the intangible assets for the remainder of fiscal year 2021, the subsequent four fiscal years and thereafter is as follows (in thousands): Fiscal year ended September 30, 2021 $ 19,407 2022 35,834 2023 32,545 2024 27,604 2025 22,308 Thereafter 72,201 $ 209,899 |
Line of Credit
Line of Credit | 6 Months Ended |
Mar. 31, 2021 | |
Line of Credit | |
Line of Credit Facility [Line Items] | |
Line of Credit | 7. Line of Credit The Company maintains a revolving line of credit under a credit agreement with Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A. that provides for a revolving credit facility 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 discussed below. 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 credit agreement for the term loan discussed in Note 8, “Debt” below, the Company amended certain terms and conditions of the credit agreement for the line of credit. Based on the amended terms of the credit agreement, the line of credit continues to provide for a revolving credit facility of up to $75.0 million, subject to borrowing base availability. Borrowing base availability under the amended credit agreement 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 Brooks Life Sciences, Inc. (fka BioStorage Technologies, Inc.), the Company’s wholly-owned subsidiary (“guarantor”), and subordinated to the obligations under the term loan which are secured by a first priority lien on substantially all of the assets of the Company and the guarantor, other than accounts receivable and inventory. Please refer to Note 8, “Debt”, for further information on the term loan transaction. As of March 31, 2021, the Company had approximately $54.2 million available for borrowing under the line of credit. There were no amounts outstanding under the line of credit as of March 31, 2021 and September 30, 2020. The Company records commitment fees and other costs directly associated with obtaining the line of credit facility as deferred financing costs which are amortized over the term of the related financing arrangement. Deferred financing costs were $0.2 million and $0.4 million, respectively, at March 31, 2021 and September 30, 2020. 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 March 31, 2021. |
Debt
Debt | 6 Months Ended |
Mar. 31, 2021 | |
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 pursuant to the terms of a credit agreement. The term loan was issued at $197.6 million, or 98.8% of its par value, resulting in a discount of $2.4 million, or 1.2%, which represented loan origination fees paid at the closing. On November 15, 2018, the Company entered into an incremental amendment (the “First Amendment”) to the existing credit agreement. Under the First Amendment, the Company obtained an incremental term loan in an aggregate principal amount of $350.0 million. The proceeds of the incremental term loan were used to finance a portion of the purchase price for the Company’s acquisition of GENEWIZ Group. The incremental 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 incremental term loan. Except as provided in the First Amendment, the incremental term loan was subject to the same terms and conditions as set forth in the existing credit agreement. On February 15, 2019, the Company entered into the second amendment to the credit agreement (the “Second Amendment”) and syndicated the incremental term loan to a group of new lenders which met the criteria of a debt extinguishment. The Company wrote off the carrying value of the incremental term loan of $340.1 million as of February 15, 2019 and recorded the syndicated incremental term loan at its present value for $349.1 million and a loss on debt extinguishment for $9.1 million. The syndicated incremental term loan was issued at $345.2 million, or 98.9% of its par value, resulting in a discount of $4.0 million which represented financing costs which are presented as a reduction of the incremental term loan principal balance in the accompanying unaudited Consolidated Balance Sheets and was accreted over the life of the incremental term loan. Except as provided in the Second Amendment with respect to an increase of the applicable interest rates, the syndicated incremental term loan was subject to the same terms and conditions as the initial incremental term loan. On July 1, 2019, the Company completed the sale of its semiconductor cryogenics business and used $348.3 million of the proceeds from the Disposition to extinguish the outstanding balance of the incremental term loan. In addition, the Company used $147.0 million of the proceeds from the Disposition to extinguish a portion of the outstanding balance of the term loan. The Company recorded a loss on debt extinguishment of $5.2 million for the two term loans. The Company’s obligations under the term loan are also guaranteed by Brooks Life Sciences, Inc. (fka BioStorage Technologies, Inc.) as the guarantor, subject to the terms and conditions of the credit 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 loan principal amount under the credit agreement may be increased by an aggregate amount equal to $75.0 million plus any voluntary repayments of the term loan plus any additional amount such that the secured leverage ratio of the Company is less than 3.00 to 1.00. Subject to certain conditions stated in the credit 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 credit agreement. The Company is 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 the guarantor’s assets, subject to certain limitations, (ii) casualty and condemnation proceeds received by the Company or the guarantor, subject to certain exceptions, or (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 was required to make principal payments equal to the excess cash flow amount, as defined in the credit 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 deferred financing costs are accreted over the term of the loan using the effective interest rate method and are included in “Interest expense” in the accompanying unaudited Consolidated Statements of Operations. At March 31, 2021, deferred financing costs were $0.3 million. The credit 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 credit agreement will bear an annual interest rate at 2.00% above the rate otherwise applicable under the terms and conditions of such agreement. The credit agreement does not contain financial maintenance covenants. As of March 31, 2021, the Company was in compliance with all covenants and conditions under the credit agreement. In connection with the GENEWIZ acquisition, the Company assumed three five-year term loans for a total of $3.3 million and two one-year short term loans for a total of $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. The three five-year term loans were secured by GENEWIZ to fund equipment procurement and new building related payments and the interest rates are equal to the LIBOR plus 3.1%. The two one-year term loans were secured by GENEWIZ to fund operations. Both of the one-year term loans were initiated in 2018 and matured in 2019. The interest rates of these two loans were 4.56% and 4.35%. There are no deferred financing costs related to either the five-year term loans or the one-year term loans. At March 31, 2021, the Company had an aggregate outstanding principal balance of $0.4 million for the three five-year term loans. Both of the During the six months ended March 31, 2021, the weighted average stated interest rate paid on all outstanding debt was 2.8%. During the six months ended March 31, 2021, the Company incurred aggregate interest expense of $0.8 million in connection with the borrowings, including $0.1 million of deferred financing costs amortization. The following are the future minimum principal payment obligations under all of the Company’s outstanding debt as of March 31, 2021 (in thousands): Amount Fiscal year ended September 30, 2021 $ 414 2022 — 2023 — 2024 — 2025 50,000 Total outstanding principal balance 50,414 Unamortized deferred financing costs (347) 50,067 Current portion of long-term debt 414 Non-current portion of long-term debt $ 49,653 |
Leases
Leases | 6 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 9. Leases The Company has operating leases for real estate and non-real estate and finance leases for non-real estate in North America, Europe, and Asia. Non-real estate leases are primarily related to vehicles and office equipment. Lease expiration dates range between 2021 and 2041. The components of lease expense were as follows (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 Operating lease costs $ 2,649 $ 2,275 $ 5,257 $ 4,397 Finance lease costs: Amortization of assets 251 311 563 622 Interest on lease liabilities 6 26 21 55 Total finance lease costs 257 337 584 677 Variable lease costs 539 460 1,064 866 Short-term lease costs 116 132 226 296 Total lease costs $ 3,561 $ 3,204 $ 7,131 $ 6,236 Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate): March 31, 2021 September 30, 2020 Operating Leases: Operating lease right-of-use assets $ 40,203 $ 39,071 Accrued expenses and other current liabilities $ 7,506 $ 7,015 Long-term operating lease liabilities 32,749 31,855 Total operating lease liabilities $ 40,255 $ 38,870 Finance Leases: Property, plant and equipment, at cost $ 2,252 $ 2,540 Accumulated amortization (1,807) (1,246) Property, plant and equipment, net $ 445 $ 1,294 Accrued expenses and other current liabilities $ 836 $ 1,135 Other long-term liabilities 31 348 Total finance lease liabilities $ 867 $ 1,483 Weighted average remaining lease term (in years): Operating leases 8.13 8.72 Finance leases 0.91 1.32 Weighted average discount rate: Operating leases 4.00 % 3.92 % Finance leases 4.78 % 4.73 % Supplemental cash flow information related to leases was as follows (in thousands, unaudited): Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases $ 2,535 $ 2,067 $ 4,998 $ 3,874 Operating cash flows from finance leases 12 26 27 55 Financing cash flows from finance leases 308 293 612 583 Future lease payments for operating and finance leases as of March 31, 2021 were as follows for the remainder of fiscal year 2021, the subsequent four fiscal years and thereafter (in thousands): Operating Leases Finance Leases Fiscal year ended September 30, 2021 $ 4,835 $ 527 2022 7,996 363 2023 5,927 - 2024 5,242 - 2025 4,715 - Thereafter 18,954 - Total future lease payments 47,669 890 Less imputed interest (7,414) (23) Total lease liability balance $ 40,255 $ 867 As of March 31, 2021, the Company has entered into leases that have not commenced with future lease payments of $33.7 million. These leases are not yet recorded in the accompanying unaudited Consolidated Balance Sheets. These leases will commence in 2021. |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company recorded an income tax provision of $6.3 million and $11.1 million, respectively, during the three and six months ended March 31, 2021. The tax provision for the three months ended March 31, 2021 was primarily driven by the provision on earnings from operations during the period. The provision for the six months ended March 31, 2021 was primarily driven by the provision on earnings from operations during the period and was partially offset by a $2.7 million discrete stock compensation windfall benefit for tax deductions that exceeded the associated book compensation expense. The Company recorded an income tax provision of $3.4 million and $0.4 million, respectively, during the three and six months ended March 31, 2020. The tax provision for the three months ended March 31, 2020 was primarily driven by the provision on earnings from operations during the period. The tax provision for the six months ended March 31, 2020 was primarily driven by the provision on earnings from operations during the period. The tax provision was offset by a $6.1 million discrete stock compensation windfall benefit for tax deductions that exceeded the associated compensation expense in the period. During the six months ended March 31, 2020, the Company also recorded a discrete benefit of $0.5 million from a reduction of deferred tax liabilities related to the extension of a tax rate incentive in China. During March 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act which contains numerous income tax provisions among other tax and non-tax provisions. Some of these income tax provisions have retroactive effects on years before the date of enactment. During December 2020, the United States enacted the Consolidated Appropriations Act 2021 which also contains numerous income tax provisions among other tax and non-tax provisions. During March 2021, the United States enacted the American Rescue Plan Act of 2021. The Company evaluated the legislation of all three Acts in relation to income taxes and determined that the income tax Acts do not have a material impact on its income tax provision. The Company evaluates the realizability of its deferred tax assets by tax-paying component and assesses the need for a valuation allowance on a quarterly basis. The Company evaluates the profitability of each tax-paying component on a historic cumulative basis and a forward-looking basis while performing this analysis. The Company maintains a U.S. valuation allowance related to the realizability of certain state tax credits and state net operating loss carry-forwards, as well as a valuation allowance against net deferred tax assets on certain foreign tax-paying components as of March 31, 2021. 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 tax benefits as a component of the income tax provision or benefit. The Company recognized interest expense related to its uncertain tax positions of $0.3 million and $0.6 million, respectively, during the three and six months ended March 31, 2021. The Company is subject to U.S. federal, state, local and foreign income taxes in various jurisdictions. The amount of income taxes paid is subject to the Company’s interpretation of applicable tax laws in the jurisdictions in which it files. In the normal course of business, the Company is subject to income tax audits in various global jurisdictions in which it operates. The years subject to examination vary for the U.S. and international jurisdictions, with the earliest tax year being 2013. Based on the outcome of these examinations or the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in the Company’s Consolidated Balance Sheets. The Company currently anticipates that it is reasonably possible that the unrecognized tax benefits and accrued interest on those benefits will be reduced by an amount of $18.2 million in the next 12 months due to statute of limitations expirations. These unrecognized tax benefits would impact the effective tax rate if recognized. |
Other Balance Sheet Information
Other Balance Sheet Information | 6 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Balance Sheet Information | 11. Other Balance Sheet Information The following is a summary of accounts receivable at March 31, 2021 and September 30, 2020 (in thousands): March 31, September 30, 2021 2020 Accounts receivable $ 231,193 $ 195,587 Less allowance for expected credit losses (5,736) (7,216) Less allowance for sales returns (68) (80) Accounts receivable, net $ 225,389 $ 188,291 The decrease in the allowance for expected credit losses from September 30, 2020 is due to collections of previously reserved trade receivables in the Brooks Life Sciences Services segment during the first quarter of fiscal year 2021. The following is a summary of inventories at March 31, 2021 and September 30, 2020 (in thousands): March 31, September 30, 2021 2020 Inventories Raw materials and purchased parts $ 80,498 $ 73,609 Work-in-process 19,777 16,461 Finished goods 27,712 24,764 Total inventories $ 127,987 $ 114,834 Reserves for excess and obsolete inventory were $18.8 million and $17.1 million, respectively, at March 31, 2021 and September 30, 2020. At March 31, 2021 and September 30, 2020, the Company had cumulative capitalized direct costs of $21.1 million and $18.2 million, respectively, associated with the development of software for its internal use. As of March 31, 2021, this balance included $5.0 million associated with software still in the development stage which are included within "Property, plant and equipment, net" in the accompanying unaudited Consolidated Balance Sheets. During the six months ended March 31, 2021, the Company capitalized direct costs of $2.8 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 and six months ended March 31, 2021 and 2020 (in thousands): Activity -Three Months Ended March 31, 2021 Balance Balance December 31, March 31, 2020 Accruals Costs Incurred 2021 $ 8,228 $ 1,647 $ (1,831) $ 8,044 Activity -Three Months Ended March 31, 2020 Balance Balance December 31, March 31, 2019 Accruals Costs Incurred 2020 $ 7,493 $ 2,174 $ (1,757) $ 7,910 Activity -Six Months Ended March 31, 2021 Balance Balance September 30, March 31, 2020 Accruals Costs Incurred 2021 $ 8,201 $ 4,097 $ (4,254) $ 8,044 Activity -Six Months Ended March 31, 2020 Balance Balance September 30, March 31, 2019 Accruals Costs Incurred 2020 $ 7,175 $ 4,653 $ (3,918) $ 7,910 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Mar. 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation The Company may issue to eligible employees options to purchase shares of the Company’s stock, restricted stock and other equity incentives 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 stock awards and deferred restricted stock units to its directors in accordance with its director compensation program. The following table reflects stock-based compensation expense recorded during the three and six months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 Restricted stock units $ 7,048 $ 3,921 $ 13,192 $ 8,014 Employee stock purchase plan 433 293 999 610 Total stock-based compensation expense $ 7,481 $ 4,214 $ 14,191 $ 8,624 The fair value of restricted stock units is determined based on the number of shares granted and the closing price of the Company’s common stock quoted on the Nasdaq Stock Market on the date of grant. For awards that vest based on service conditions, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. For awards that vest subject to performance conditions, the Company recognizes stock-based compensation expense ratably over the performance period if it is probable that performance condition will be met and adjusted for the probability percentage of achieving the performance goals. The Company makes estimates of stock award forfeitures and the number of awards expected to vest. The Company considers many factors in developing forfeiture estimates, including award types, employee classes and historical experience. Each quarter, the Company assesses the probability of achieving the performance goals. Current estimates may differ from actual results and future changes in estimates. 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, including stock awards, granted during the six months ended March 31, 2021 and 2020: Time-Based Stock Performance- Total Units Units Grants Based Units Six months ended March 31, 2021 329,801 149,249 14,657 165,895 Six months ended March 31, 2020 408,827 163,390 23,867 221,570 Time-Based Grants Restricted stock units granted with a required service period typically have three-year vesting schedules in which one-third one-third one-third Stock Grants The stock awards granted to the members of the Company’s Board of Directors include stock awards and deferred restricted stock units. Certain members of the Board of Directors have elected to defer receiving their annual stock awards and related quarterly dividends until they attain a certain age or cease to provide services as the Company’s Board members. Stock awards granted in fiscal years 2021 and 2020 were vested as of the respective grant dates. 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 are weighted and have threshold, target and maximum performance goals. Performance-based awards granted in fiscal year 2021, 2020 and 2019 allow participants to earn 100% of the 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 minimum threshold for each financial metric results in award forfeiture. Performance goals will be measured over a three-year period for each year’s awards and at the end of the period to determine the number of units earned by recipients who continue to meet the service requirement. Around the third anniversary of each year’s awards’ grant date, the Company’s Board of Directors determines the number of units earned for participants who continue to meet the service requirements on the vest date. Restricted Stock Unit Activity The following table summarizes restricted stock unit activity for the six months ended March 31, 2021: Weighted Average Grant-Date Shares Fair Value Outstanding at September 30, 2020 1,183,009 $ 36.10 Granted 329,801 70.18 Vested (403,832) 36.08 Forfeited (30,051) 42.91 Outstanding at March 31, 2021 1,078,927 46.33 The weighted average grant date fair value of restricted stock units granted during the three months ended March 31, 2021 and 2020 was $80.09 and $42.22, respectively. The weighted average grant date fair value of restricted stock units granted during the six months ended March 31, 2021 and 2020 was $70.18 and $46.64, respectively. The fair value of restricted stock units vested during the three months ended March 31, 2021 and 2020 was $2.0 million and $2.9 million, respectively. The fair value of restricted stock units vested during the six months ended March 31, 2021 and 2020 was $27.9 million and $41.4 million, respectively. During the six months ended March 31, 2021 and 2020, the Company remitted $9.7 million and $24.1 million, respectively, collected from employees to satisfy their tax obligations as a result of share issuances. Such proceeds collected and remitted were insignificant during the three months ended March 31, 2021 and 2020. As of March 31, 2021, the unrecognized compensation cost related to restricted stock units that are expected to vest is $32.6 million and will be recognized over an estimated weighted average service period of approximately 1.8 years. Employee Stock Purchase Plan The Company maintains an employee stock purchase plan that allows its employees to purchase shares of common stock at a price equal to 85% of the fair market value of the Company’s stock at the beginning or the end of the semi-annual offering period, whichever is lower. There were 58,124 and 63,885 shares, respectively, purchased by employees under the employee stock purchase plan during the six months ended March 31, 2021 and 2020. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 13. Earnings per Share The calculations of basic and diluted net income per share and basic and diluted weighted average shares outstanding are as follows for the three and six months ended March 31, 2021 and 2020 (in thousands, except per share data): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Income from continuing operations $ 23,932 $ 9,192 $ 50,940 $ 22,366 Loss from discontinued operations, net of tax (184) (65) (1,164) (182) Net income $ 23,748 $ 9,127 $ 49,776 $ 22,184 Weighted average common shares outstanding used in computing basic earnings per share 74,265 73,708 74,142 73,331 Dilutive restricted stock units 149 81 225 421 Weighted average common shares outstanding used in computing diluted earnings per share 74,414 73,789 74,367 73,752 Basic net income per share: Income from continuing operations $ 0.32 $ 0.12 $ 0.69 $ 0.30 Loss from discontinued operations, net of tax (0.00) (0.00) (0.02) (0.00) Basic net income per share $ 0.32 $ 0.12 $ 0.67 $ 0.30 Diluted net income per share: Income from continuing operations $ 0.32 $ 0.12 $ 0.68 $ 0.30 Loss from discontinued operations, net of tax (0.00) (0.00) (0.02) (0.00) Diluted net income per share $ 0.32 $ 0.12 $ 0.67 $ 0.30 Dividend declared per share $ 0.10 $ 0.10 $ 0.20 $ 0.20 During the three and six months ended March 31, 2021, restricted stock units of 2,296 and 31,105, respectively, were excluded from the computation of diluted earnings per share as their effect would be antidilutive based on the treasury stock method. During the three and six months ended March 31, 2020, restricted stock units of 190,723 and 167,161, respectively, were excluded from the computation of diluted earnings per share as their effect would be antidilutive based on the treasury stock method. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 14. Revenue from Contracts with Customers Disaggregated Revenue The Company disaggregates revenue from contracts with customers in a manner that depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company disaggregates revenue based on the geographic location in which customer orders are placed and by reporting unit. Revenue from contracts with customers is attributed to geographic areas based on locations in which the customer orders are placed. The Company has three operating and reportable segments consisting of Brooks Semiconductor Solutions Group, Brooks Life Sciences Products and Brooks Life Sciences Services. The Company has six reporting units, including three reporting units within the Brooks Semiconductor Solutions Group operating segment, one reporting unit within Brooks Life Sciences Products operating segment, and two reporting units within the Brooks Life Sciences Services operating segment . The following is revenue by geographic location and reporting unit for the three and six months ended March 31, 2021 and 2020 (in thousands): Three months ended March 31, Six months ended March 31, 2021 2020 2021 2020 Geographic Location North America $ 105,643 $ 85,887 $ 203,376 $ 166,118 Asia/Pacific/Other 132,278 105,014 244,052 208,553 Europe 48,665 29,326 88,661 56,056 Total $ 286,586 $ 220,227 $ 536,089 $ 430,727 Reporting Unit Automation Solutions $ 107,547 $ 68,733 $ 197,970 $ 132,970 Contamination Control Solutions 37,285 45,463 66,494 89,804 Global Semiconductor Services 12,219 10,727 23,945 20,960 Total Brooks Semiconductor Solutions Group 157,051 124,923 288,409 243,734 Brooks Life Sciences Products 52,355 30,993 97,866 60,717 Sample Repository Solutions 22,191 23,296 42,724 45,290 GENEWIZ 54,989 41,015 107,090 80,986 Total Brooks Life Sciences Services 77,180 64,311 149,814 126,276 Total $ 286,586 $ 220,227 $ 536,089 $ 430,727 Contract Balances Accounts Receivable, Net. Contract Assets. Deferred Commissions. Contract Liabilities. Remaining Performance Obligations. As of March 31, 2021 Less than 1 Year Greater than 1 Year Total Remaining Performance Obligations $ 54,311 $ 22,805 $ 77,116 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 segments 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 and six months ended March 31, 2021 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 administrative” expenses on the Company’s Consolidated Statement of Operations. 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 control of the product has transferred to the customer. |
Segment Information
Segment Information | 6 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 15. Segment Information Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and to assess performance. The Company’s Chief Executive Officer is the Company’s chief operating decision maker. The Company operates in three reportable segments: the Brooks Semiconductor Solutions Group segment, the Brooks Life Sciences Services segment and the Brooks Life Sciences Products segment. These reportable segments also represent the Company’s operating segments. The Company previously operated in two reportable segments: the Brooks Semiconductor Solutions Group segment and the Brooks Life Sciences segment. The Brooks Life Sciences segment consisted of the Sample Management operating segment and the GENEWIZ operating segment that aggregated into one reportable segment. During fiscal year 2020, the Company reorganized its operating segments to better align with its business activities in connection with its recent acquisitions and the Company’s strategic vision. Historical information has been adjusted to reflect the new reportable segments. 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 carrier pods and reticle storage. The support services include repair services, diagnostic support services, and installation services in support of the products, which enable customers to maximize process tool uptime and productivity. This segment also provides end-user customers with spare parts and enhancement upgrades to maximize tool productivity. The Brooks Life Sciences Products segment provides automated cold sample management systems for compound and biological sample storage, equipment for sample preparation and handling, consumables and instruments, that help customers manage samples throughout their research discovery and development workflows. The segment’s product offerings include automated cold storage systems, cryogenic storage systems, consumables and instruments and the associated services business for these products. The Brooks Life Sciences Services segment provides comprehensive sample management programs, integrated cold chain solutions, informatics, as well as sample-based laboratory services to advance scientific research and support drug development. The segment’s service offerings include sample storage, genomic sequencing, gene synthesis, laboratory processing services, laboratory analysis, and other support services which are provided to a wide range of life science customers, including pharmaceutical companies, biotechnology companies, biorepositories and research institutes. The Company considers adjusted operating income, which excludes charges related to amortization of completed technology, the acquisition accounting impact on inventory contracts acquired and restructuring related charges as the primary performance metric when evaluating the business. The following is the summary of the financial information for the Company’s reportable segments for the three and six months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 Revenue: Brooks Semiconductor Solutions Group $ 157,051 $ 124,923 $ 288,409 $ 243,734 Brooks Life Sciences Products 52,355 30,993 97,866 60,717 Brooks Life Sciences Services 77,180 64,311 149,814 126,276 Total revenue $ 286,586 $ 220,227 $ 536,089 $ 430,727 Operating income: Brooks Semiconductor Solutions Group $ 33,302 $ 16,707 $ 54,840 $ 31,707 Brooks Life Sciences Products 11,215 2,144 19,157 2,506 Brooks Life Sciences Services 13,406 5,973 27,717 11,585 Reportable segment adjusted operating income 57,923 24,824 101,714 45,798 Amortization of completed technology 2,319 2,740 4,708 5,416 Amortization of other intangible assets 7,601 7,615 14,957 15,525 Restructuring charges 92 578 179 1,154 Tariff adjustment 5,497 — 5,497 — Other unallocated corporate expenses (income) 11,909 (681) 14,939 (1,535) Total operating income 30,505 14,572 61,434 25,238 Interest income 18 137 94 836 Interest expense (452) (718) (1,008) (1,455) Other income (expenses), net 149 (1,399) 1,478 (1,816) Income before income taxes $ 30,220 $ 12,592 $ 61,998 $ 22,803 Brooks Semiconductor Brooks Life Brooks Life Assets: Solutions Group Sciences Products Sciences Services Total March 31, 2021 $ 322,423 $ 230,732 $ 766,741 $ 1,319,896 September 30, 2020 296,289 214,196 737,967 1,248,452 The following is a reconciliation of the Company’s reportable segments’ segment assets to the corresponding amounts presented in the accompanying unaudited Consolidated Balance Sheets as of March 31, 2021 and September 30, 2020 (in thousands): March 31, September 30, 2021 2020 Segment assets $ 1,319,896 $ 1,248,452 Cash and cash equivalents, restricted cash, and marketable securities 334,336 305,694 Deferred tax assets 9,864 4,979 Total assets $ 1,664,096 $ 1,559,125 |
Significant Customers
Significant Customers | 6 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Significant Customers | 16. Significant Customers The Company had no customer that accounted for 10% or more of its consolidated revenue during the three and six months ended March 31, 2021. The Company had one customer that accounted for 10% or more of its consolidated revenue, at 16% and 15%, respectively, during the three and six months ended March 31, 2020. There were no customers that accounted for more than 10% of the Company’s accounts receivable balances as of March 31, 2021 and September 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies GENEWIZ Tariff Matter As part of the Company’s continued integration of GENEWIZ, which was acquired in November 2018, the Company initiated a review, with the assistance of a third party consultant, of the transaction value that the Company has used to calculate tariffs on inter-company imports of samples shipped from its GENEWIZ business. As a result of the third-party review and in light of a new interpretation surrounding the valuation method used to calculate the estimated transaction value, the Company revised its estimate of the tariffs owed and as a result recorded a liability of $6.1 million in the second quarter of 2021. Of the total liability, $2.8 million is for the period prior to the acquisition of GENEWIZ and an additional $3.3 million is for the period since the Company acquired GENEWIZ in November 2018. The Company intends to pay any tariffs determined to be owed. The Company does not expect to incur any significant penalties associated with such tariffs. As a result of the change in estimate, basic net income per share decreased $0.07 for both the three and six months ended March 31, 2021. Diluted net income per share also decreased $0.07 for the same periods. Letters of Credit As of March 31, 2021, 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 the Company’s customers in the event that the product is not delivered, or warranty obligations are not fulfilled in accordance with the contract terms. These obligations could be called by the beneficiaries at any time before the expiration date of the particular letter of credit if the Company fails to meet certain contractual requirements. None of these obligations were called during the six months ended March 31, 2021, and the Company currently does not anticipate any of these obligations to be called in the near future. Purchase Commitments At March 31, 2021, the Company had non-cancellable commitments of $266.4 million, including primarily purchase orders for inventory of $230.1 million, information technology related commitments of $19.8 million, and China facility commitments of $15.8 million. Contingencies The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. The Company may also have certain indemnification obligations pursuant to claims made under the definitive agreement it entered into with Edwards in connection with the Company’s sale of its semiconductor cryogenics business. See Note 3 “Discontinued Operations” for further information. 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 matters, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s consolidated financial position or results of operations in particular quarterly or annual periods. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Acquisition On April 23, 2021 , the Company entered into an agreement to acquire collaborative robots and automation subsystems developer Precise Automation, Inc., a leading developer of collaborative robots and automation subsystems headquartered in Fremont, CA. The acquisition was completed on approximately $70.0 million, subject to working capital and other adjustments. The acquisition is expected to expand the Company’s existing offerings within the Brooks Semiconductor Solutions Group segment. Spin-off On May 10, 2021, the Company announced its intent to spin off its Semiconductor Solutions Group business into an independent publicly-traded company through a pro rata distribution to our common stockholders. Completion of the proposed spin-off is subject to certain conditions, including final approval by our Board of Directors. The Company is targeting to compete the separation of the business before the end of calendar year 2021. Dividend On April 27, 2021, the Company’s Board of Directors declared a cash dividend of $0.10 per share payable on June 25, 2021 to common stockholders of record as of June 4, 2021. 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) | 6 Months Ended |
Mar. 31, 2021 | |
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 recording accounts receivable, inventories, goodwill, intangible assets other than goodwill, long-lived assets, derivative financial instruments, deferred income taxes, warranty obligations, revenue recognized in accordance with the percentage of completion method, and stock-based compensation expense. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances future projections that management believes to be reasonable under the circumstances. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they occur and become known. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, including results of operations and financial condition, sales, expenses, reserves and allowances, manufacturing and employee-related amounts, will depend on future developments that are highly uncertain. This includes results from new information that may emerge concerning COVID-19 and any actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. The Company has made estimates of the impact of COVID-19 within its financial statements and there may be changes to those estimates in future periods. |
Foreign Currency Translation | Foreign Currency Translation Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Foreign currency exchange gains and 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 were $0.4 million and $2.0 million during the three months ended March 31, 2021 and 2020, respectively. Net foreign currency transaction and remeasurement gains were $0.4 million and losses were $2.7 million during the six months ended March 31, 2021 and 2020, respectively. |
Derivative Financial Instruments | Derivative Financial Instruments The Company has transactions and balances denominated in currencies other than U.S. dollars. 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 arrangements typically mature in three months or less and they do not qualify for hedge accounting. Net gains and losses related to these contracts are recorded as a component of "Other income (expenses), net" in the accompanying unaudited Consolidated Statements of Operations and are as follows for the three and six months ended March 31, 2021 and 2020 (in thousands): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Realized (losses) gains on derivatives not designated as hedging instruments $ (5,173) $ 4,424 $ (6,335) $ 756 The fair values of the forward contracts are recorded in the 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 certain financial assets and liabilities, including cash equivalents and available for sale securities, at fair value. FASB ASC 820, Fair Value Measurement and Disclosures Level 1 Inputs: Level 2 Inputs: Level 3 Inputs: As of March 31, 2021, the Company had no assets or liabilities measured and recorded at fair value on a recurring basis using Level 3 inputs. |
Accounts Receivable, Allowance for Expected Credit Losses and Sales Returns | Accounts Receivable, Allowance for Expected Credit Losses and Sales Returns Trade accounts receivable do not bear interest and are recorded at the invoiced amount. The Company maintains an allowance for expected credit losses representing its best estimate of expected credit losses related to its existing accounts receivable and their net realizable value. The Company determines the allowance based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends, historical experience and other information over the payment periods. The Company reviews and adjusts the allowance for expected credit losses on a quarterly basis. Accounts receivable balances are written off against the allowance for expected credit losses when the Company determines that the balances are not recoverable. Provisions for expected credit losses are recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations. The Company determines the allowance for sales returns based on its best estimate of expected customer returns. Provisions for sales returns are recorded in "Revenue" in the Consolidated Statements of Operations. The Company does not have any off-balance-sheet credit exposure related to its customers. |
Leases | Leases The Company has operating leases for real estate and non-real estate and finance leases for non-real estate. The classification of a lease as operating or finance and the determination of the right-of-use asset (“ROU asset”) and lease liability are determined at lease inception. The ROU asset represents the Company’s right to use an underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company’s lease agreements may contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. Fixed payments for non-lease components are combined with lease payments and accounted for as a single lease component which increases the amount of the ROU asset and liability. The ROU asset for operating leases is included within “Other assets” and the ROU asset for finance leases is included within “Property, plant, and equipment, net” in the accompanying unaudited Consolidated Balance Sheets. The short-term lease liabilities for both operating leases and finance leases are included within “Accrued expenses and other current liabilities” in the accompanying unaudited Consolidated Balance Sheets. The long-term lease liabilities for operating leases and finance leases are included within “Long-term operating lease liabilities”, and “Other long-term liabilities”, respectively, in the accompanying unaudited Consolidated Balance Sheets. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In October 2020 , the FASB issued Accounting Standards Update (“ASU”) 2020-10, Codification Improvements . The amendments in this ASU represent changes to clarify the ASCs, correct unintended application of guidance, or make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 and interim periods within those annual periods, with early adoption permitted. The amendments in this ASU should be applied retrospectively. This ASU will not affect the Company's consolidated financial statements. The Company will adopt the provisions of this ASU in the first quarter of fiscal 2022 and is currently evaluating the impact this guidance may have on the disclosure to the consolidated financial statements. In March 2020 , the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting . In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope . The amendments provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The provisions of the amendments are only available until December 31, 2022, when the reference rate replacement activity is expected to be completed. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. In December 2019 , the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) , which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 clarifying and amending existing guidance. This ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2020. Early adoption is permitted. The Company will adopt the provisions of this ASU in the first quarter of fiscal 2022. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. In August 2018 , the FASB issued ASU 2018-14, Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans , which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amendments require additional disclosure for the weighted-average interest crediting rates, a narrative description of the reasons for significant gains and losses, and an explanation of any other significant changes in the benefit obligation or plan assets. The amendment removes disclosure requirements for accumulated other comprehensive income expected to be recognized over the next year, information about plan assets to be returned to the entity, and the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement health care benefits. The ASU is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The ASU does not amend the interim disclosure requirements of ASC 715-20. The Company will adopt the provisions of this ASU in the first quarter of fiscal 2022 and is currently evaluating the impact this guidance may have on the disclosure to the consolidated financial statements. Recently Adopted Accounting Pronouncements 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 requirements for changes in unrealized gains or losses included in other comprehensive income 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 requirements 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 adopted the guidance during the first quarter of fiscal year 2021 . There is no significant accounting impact on the Company’s consolidated financial statements and related disclosures as a result of the adoption of this ASU. In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. The provisions may be adopted prospectively or retrospectively. This ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company adopted the guidance during the first quarter of fiscal year 2021 on a prospective basis . There is no significant accounting impact on the Company’s consolidated financial statements and related disclosures as a result of the adoption of this ASU. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , ASU 2019-05 “Financial Instruments-Credit Losses” , ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and ASU 2020-02 , Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) to clarify and address certain items related to the amendments in ASU 2016-13. Topic 326 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted. The Company adopted the guidance during the first quarter of fiscal year 2021 . There is no significant accounting impact on the Company’s consolidated financial statements and related disclosures as a result of the adoption of this ASU. |
Other | 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 2020 Annual Report on Form 10-K. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Realized gains (losses) on derivatives not designated as hedging instruments | Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Realized (losses) gains on derivatives not designated as hedging instruments $ (5,173) $ 4,424 $ (6,335) $ 756 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 Loss on discontinued operations before income taxes $ (242) $ (86) $ (1,530) $ (239) Net loss from discontinued operations (184) (65) (1,164) (182) |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 and September 30, 2020 (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Losses Gains Fair Value March 31, 2021: U.S. Treasury securities and obligations of U.S. government agencies $ 20 $ — $ — $ 20 Bank certificates of deposits 55 — — 55 Corporate securities 3,485 — — 3,485 Municipal securities 25 — — 25 $ 3,586 $ — $ — $ 3,586 September 30, 2020: Bank certificates of deposits $ 51 $ — $ — $ 51 Corporate securities 3,101 — — 3,101 Other debt securities 16 — — 16 $ 3,168 $ — $ — $ 3,168 |
Fair Value of Marketable Securities by Contractual Maturity | The fair values of the marketable securities by contractual maturities at March 31, 2021 are presented below (in thousands): Fair Value Due in one year or less $ 101 Due after one year through five years — Due after five years through ten years — Due after ten years 3,485 Total marketable securities $ 3,586 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Goodwill by Business Segment | The changes in the Company’s goodwill by reportable segment since September 30, 2020 are as follows (in thousands): Brooks Semiconductor Brooks Brooks Solutions Life Sciences Life Sciences Group Products Services Other Total Gross goodwill, at September 30, 2020 $ 637,303 $ 103,278 $ 349,899 $ 26,014 $ 1,116,494 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at September 30, 2020 48,359 103,278 349,899 — 501,536 Acquisitions and adjustments (129) 2,573 9,113 — 11,557 Gross goodwill, at March 31, 2021 637,174 105,851 359,012 26,014 1,128,051 Accumulated goodwill impairments (588,944) — (26,014) (614,958) Goodwill, net of accumulated impairments, at March 31, 2021 $ 48,230 $ 105,851 $ 359,012 $ — $ 513,093 |
Components of Identifiable Intangible Assets | The components of the Company’s identifiable intangible assets as of March 31, 2021 and September 30, 2020 are as follows (in thousands): March 31, 2021 September 30, 2020 Accumulated Net Book Accumulated Net Book Cost Amortization Value Cost Amortization Value Patents $ 5,302 $ 4,964 $ 338 $ 5,302 $ 4,865 $ 437 Completed technology 93,228 54,599 38,629 92,477 49,875 42,602 Trademarks and trade names 26,258 11,153 15,105 25,769 9,322 16,447 Non-competition agreements 716 94 622 — — — Customer relationships 281,420 126,218 155,202 271,113 112,277 158,836 Other intangibles 248 245 3 245 242 3 $ 407,172 $ 197,273 $ 209,899 $ 394,906 $ 176,581 $ 218,325 |
Schedule of Future Amortization Expense | Estimated future amortization expense for the intangible assets for the remainder of fiscal year 2021, the subsequent four fiscal years and thereafter is as follows (in thousands): Fiscal year ended September 30, 2021 $ 19,407 2022 35,834 2023 32,545 2024 27,604 2025 22,308 Thereafter 72,201 $ 209,899 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 (in thousands): Amount Fiscal year ended September 30, 2021 $ 414 2022 — 2023 — 2024 — 2025 50,000 Total outstanding principal balance 50,414 Unamortized deferred financing costs (347) 50,067 Current portion of long-term debt 414 Non-current portion of long-term debt $ 49,653 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of leases | The components of lease expense were as follows (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 Operating lease costs $ 2,649 $ 2,275 $ 5,257 $ 4,397 Finance lease costs: Amortization of assets 251 311 563 622 Interest on lease liabilities 6 26 21 55 Total finance lease costs 257 337 584 677 Variable lease costs 539 460 1,064 866 Short-term lease costs 116 132 226 296 Total lease costs $ 3,561 $ 3,204 $ 7,131 $ 6,236 Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate): March 31, 2021 September 30, 2020 Operating Leases: Operating lease right-of-use assets $ 40,203 $ 39,071 Accrued expenses and other current liabilities $ 7,506 $ 7,015 Long-term operating lease liabilities 32,749 31,855 Total operating lease liabilities $ 40,255 $ 38,870 Finance Leases: Property, plant and equipment, at cost $ 2,252 $ 2,540 Accumulated amortization (1,807) (1,246) Property, plant and equipment, net $ 445 $ 1,294 Accrued expenses and other current liabilities $ 836 $ 1,135 Other long-term liabilities 31 348 Total finance lease liabilities $ 867 $ 1,483 Weighted average remaining lease term (in years): Operating leases 8.13 8.72 Finance leases 0.91 1.32 Weighted average discount rate: Operating leases 4.00 % 3.92 % Finance leases 4.78 % 4.73 % Supplemental cash flow information related to leases was as follows (in thousands, unaudited): Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases $ 2,535 $ 2,067 $ 4,998 $ 3,874 Operating cash flows from finance leases 12 26 27 55 Financing cash flows from finance leases 308 293 612 583 |
Schedule of future lease payments of operating leases - ASC 842 | Operating Leases Finance Leases Fiscal year ended September 30, 2021 $ 4,835 $ 527 2022 7,996 363 2023 5,927 - 2024 5,242 - 2025 4,715 - Thereafter 18,954 - Total future lease payments 47,669 890 Less imputed interest (7,414) (23) Total lease liability balance $ 40,255 $ 867 |
Schedule of future lease payments of finance leases - ASC 842 | Operating Leases Finance Leases Fiscal year ended September 30, 2021 $ 4,835 $ 527 2022 7,996 363 2023 5,927 - 2024 5,242 - 2025 4,715 - Thereafter 18,954 - Total future lease payments 47,669 890 Less imputed interest (7,414) (23) Total lease liability balance $ 40,255 $ 867 |
Other Balance Sheet Informati_2
Other Balance Sheet Information (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Accounts Receivable | The following is a summary of accounts receivable at March 31, 2021 and September 30, 2020 (in thousands): March 31, September 30, 2021 2020 Accounts receivable $ 231,193 $ 195,587 Less allowance for expected credit losses (5,736) (7,216) Less allowance for sales returns (68) (80) Accounts receivable, net $ 225,389 $ 188,291 |
Summary of Inventories | The decrease in the allowance for expected credit losses from September 30, 2020 is due to collections of previously reserved trade receivables in the Brooks Life Sciences Services segment during the first quarter of fiscal year 2021. The following is a summary of inventories at March 31, 2021 and September 30, 2020 (in thousands): March 31, September 30, 2021 2020 Inventories Raw materials and purchased parts $ 80,498 $ 73,609 Work-in-process 19,777 16,461 Finished goods 27,712 24,764 Total inventories $ 127,987 $ 114,834 |
Product Warranty and Retrofit Activity on Gross Basis | The following is a summary of product warranty and retrofit activity on a gross basis for the three and six months ended March 31, 2021 and 2020 (in thousands): Activity -Three Months Ended March 31, 2021 Balance Balance December 31, March 31, 2020 Accruals Costs Incurred 2021 $ 8,228 $ 1,647 $ (1,831) $ 8,044 Activity -Three Months Ended March 31, 2020 Balance Balance December 31, March 31, 2019 Accruals Costs Incurred 2020 $ 7,493 $ 2,174 $ (1,757) $ 7,910 Activity -Six Months Ended March 31, 2021 Balance Balance September 30, March 31, 2020 Accruals Costs Incurred 2021 $ 8,201 $ 4,097 $ (4,254) $ 8,044 Activity -Six Months Ended March 31, 2020 Balance Balance September 30, March 31, 2019 Accruals Costs Incurred 2020 $ 7,175 $ 4,653 $ (3,918) $ 7,910 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of stock-based compensation expense | Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 Restricted stock units $ 7,048 $ 3,921 $ 13,192 $ 8,014 Employee stock purchase plan 433 293 999 610 Total stock-based compensation expense $ 7,481 $ 4,214 $ 14,191 $ 8,624 |
Restricted Stock Unit Activity | Time-Based Stock Performance- Total Units Units Grants Based Units Six months ended March 31, 2021 329,801 149,249 14,657 165,895 Six months ended March 31, 2020 408,827 163,390 23,867 221,570 Weighted Average Grant-Date Shares Fair Value Outstanding at September 30, 2020 1,183,009 $ 36.10 Granted 329,801 70.18 Vested (403,832) 36.08 Forfeited (30,051) 42.91 Outstanding at March 31, 2021 1,078,927 46.33 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted Average Common Shares Outstanding for Purposes of Calculating Basic and Diluted Earnings Per Share | The calculations of basic and diluted net income per share and basic and diluted weighted average shares outstanding are as follows for the three and six months ended March 31, 2021 and 2020 (in thousands, except per share data): Three Months Ended Six Months Ended March 31, March 31, 2021 2020 2021 2020 Income from continuing operations $ 23,932 $ 9,192 $ 50,940 $ 22,366 Loss from discontinued operations, net of tax (184) (65) (1,164) (182) Net income $ 23,748 $ 9,127 $ 49,776 $ 22,184 Weighted average common shares outstanding used in computing basic earnings per share 74,265 73,708 74,142 73,331 Dilutive restricted stock units 149 81 225 421 Weighted average common shares outstanding used in computing diluted earnings per share 74,414 73,789 74,367 73,752 Basic net income per share: Income from continuing operations $ 0.32 $ 0.12 $ 0.69 $ 0.30 Loss from discontinued operations, net of tax (0.00) (0.00) (0.02) (0.00) Basic net income per share $ 0.32 $ 0.12 $ 0.67 $ 0.30 Diluted net income per share: Income from continuing operations $ 0.32 $ 0.12 $ 0.68 $ 0.30 Loss from discontinued operations, net of tax (0.00) (0.00) (0.02) (0.00) Diluted net income per share $ 0.32 $ 0.12 $ 0.67 $ 0.30 Dividend declared per share $ 0.10 $ 0.10 $ 0.20 $ 0.20 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Geographic Location | Three months ended March 31, Six months ended March 31, 2021 2020 2021 2020 Geographic Location North America $ 105,643 $ 85,887 $ 203,376 $ 166,118 Asia/Pacific/Other 132,278 105,014 244,052 208,553 Europe 48,665 29,326 88,661 56,056 Total $ 286,586 $ 220,227 $ 536,089 $ 430,727 Reporting Unit Automation Solutions $ 107,547 $ 68,733 $ 197,970 $ 132,970 Contamination Control Solutions 37,285 45,463 66,494 89,804 Global Semiconductor Services 12,219 10,727 23,945 20,960 Total Brooks Semiconductor Solutions Group 157,051 124,923 288,409 243,734 Brooks Life Sciences Products 52,355 30,993 97,866 60,717 Sample Repository Solutions 22,191 23,296 42,724 45,290 GENEWIZ 54,989 41,015 107,090 80,986 Total Brooks Life Sciences Services 77,180 64,311 149,814 126,276 Total $ 286,586 $ 220,227 $ 536,089 $ 430,727 |
Revenue by Reporting Unit | Three months ended March 31, Six months ended March 31, 2021 2020 2021 2020 Geographic Location North America $ 105,643 $ 85,887 $ 203,376 $ 166,118 Asia/Pacific/Other 132,278 105,014 244,052 208,553 Europe 48,665 29,326 88,661 56,056 Total $ 286,586 $ 220,227 $ 536,089 $ 430,727 Reporting Unit Automation Solutions $ 107,547 $ 68,733 $ 197,970 $ 132,970 Contamination Control Solutions 37,285 45,463 66,494 89,804 Global Semiconductor Services 12,219 10,727 23,945 20,960 Total Brooks Semiconductor Solutions Group 157,051 124,923 288,409 243,734 Brooks Life Sciences Products 52,355 30,993 97,866 60,717 Sample Repository Solutions 22,191 23,296 42,724 45,290 GENEWIZ 54,989 41,015 107,090 80,986 Total Brooks Life Sciences Services 77,180 64,311 149,814 126,276 Total $ 286,586 $ 220,227 $ 536,089 $ 430,727 |
Remaining Performance Obligations | As of March 31, 2021 Less than 1 Year Greater than 1 Year Total Remaining Performance Obligations $ 54,311 $ 22,805 $ 77,116 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Financial Information for Business Segments | The following is the summary of the financial information for the Company’s reportable segments for the three and six months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 Revenue: Brooks Semiconductor Solutions Group $ 157,051 $ 124,923 $ 288,409 $ 243,734 Brooks Life Sciences Products 52,355 30,993 97,866 60,717 Brooks Life Sciences Services 77,180 64,311 149,814 126,276 Total revenue $ 286,586 $ 220,227 $ 536,089 $ 430,727 Operating income: Brooks Semiconductor Solutions Group $ 33,302 $ 16,707 $ 54,840 $ 31,707 Brooks Life Sciences Products 11,215 2,144 19,157 2,506 Brooks Life Sciences Services 13,406 5,973 27,717 11,585 Reportable segment adjusted operating income 57,923 24,824 101,714 45,798 Amortization of completed technology 2,319 2,740 4,708 5,416 Amortization of other intangible assets 7,601 7,615 14,957 15,525 Restructuring charges 92 578 179 1,154 Tariff adjustment 5,497 — 5,497 — Other unallocated corporate expenses (income) 11,909 (681) 14,939 (1,535) Total operating income 30,505 14,572 61,434 25,238 Interest income 18 137 94 836 Interest expense (452) (718) (1,008) (1,455) Other income (expenses), net 149 (1,399) 1,478 (1,816) Income before income taxes $ 30,220 $ 12,592 $ 61,998 $ 22,803 Brooks Semiconductor Brooks Life Brooks Life Assets: Solutions Group Sciences Products Sciences Services Total March 31, 2021 $ 322,423 $ 230,732 $ 766,741 $ 1,319,896 September 30, 2020 296,289 214,196 737,967 1,248,452 |
Reconciliation of Reportable Segment Assets to Corresponding Consolidated Amounts | March 31, September 30, 2021 2020 Segment assets $ 1,319,896 $ 1,248,452 Cash and cash equivalents, restricted cash, and marketable securities 334,336 305,694 Deferred tax assets 9,864 4,979 Total assets $ 1,664,096 $ 1,559,125 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Foreign Currency Transaction Gain (Loss), before Tax [Abstract] | ||||
Foreign currency transaction and remeasurement losses | $ (0.4) | $ (2) | $ 0.4 | $ (2.7) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net [Abstract] | ||||
Realized (losses) gains on derivatives not designated as hedging instruments | $ (5,173) | $ 4,424 | $ (6,335) | $ 756 |
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 | Mar. 31, 2021USD ($) |
Assets | |
Assets measured at fair value | $ 0 |
Liabilities | |
Liabilities measured at fair value | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Recently Issued and Adopted Accounting Pronouncements (Details) | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Standards Update 2020-10 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | false |
Accounting Standards Update 2020-04 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | false |
Accounting Standards Update 2019-12 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | false |
Accounting Standards Update 2018-14 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | false |
Accounting Standards Update 2018-13 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Oct. 1, 2020 |
Change in Accounting Principle, Accounting Standards Update, Early Adoption | false |
Accounting Standards Update 2018-15 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Oct. 1, 2020 |
Change in Accounting Principle, Accounting Standards Update, Early Adoption | false |
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected | us-gaap:AccountingStandardsUpdate201815ProspectiveMember |
Accounting Standards Update 2016-13 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Oct. 1, 2020 |
Change in Accounting Principle, Accounting Standards Update, Early Adoption | false |
Discontinued Operations - Gener
Discontinued Operations - General Information (Details) - USD ($) $ in Millions | Jul. 01, 2019 | Aug. 27, 2018 |
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 | |
Option to renew | true | |
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 | $ 675 | |
Discontinued operation, name of segment | Brooks Semiconductor Solutions Group | |
Discontinued Operations, Disposed of by Sale | Semiconductor Cryogenics Business | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Consideration | $ 659.8 | |
Net working capital adjustments | (1.8) | |
Net cash proceeds from the sale | $ 551.7 |
Discontinued Operations - Finan
Discontinued Operations - Financial Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Net loss from discontinued operations | $ (184) | $ (65) | $ (1,164) | $ (182) |
Discontinued Operations, Held-for-sale | ||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Loss on discontinued operations before income taxes | (242) | (86) | (1,530) | (239) |
Net loss from discontinued operations | $ (184) | $ (65) | $ (1,164) | $ (182) |
Marketable Securities - General
Marketable Securities - General Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable securities sold during period, fair value | $ 2,500 | |
Marketable securities sold during period, amortized cost basis | 2,500 | |
Sales of marketable securities | $ 25 | 2,492 |
Maximum | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Net realized gain, (loss) | 100 | |
Reclassification unrealized net holding gain, (loss) | $ 100 |
Marketable Securities - Summary
Marketable Securities - Summary of Amortized Cost and Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 3,586 | $ 3,168 |
Fair Value | 3,586 | 3,168 |
U.S. Treasury securities and obligations of U.S. government agencies | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 20 | |
Fair Value | 20 | |
Bank certificates of deposits | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 55 | 51 |
Fair Value | 55 | 51 |
Corporate securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,485 | 3,101 |
Fair Value | 3,485 | 3,101 |
Municipal securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 25 | |
Fair Value | $ 25 | |
Other debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 16 | |
Fair Value | $ 16 |
Marketable Securities - Fair Va
Marketable Securities - Fair Value of Marketable Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Due in one year or less (remainder of year) | $ 101 | |
Due in one year | 0 | |
Due after ten years | 3,485 | |
Fair Value | $ 3,586 | $ 3,168 |
Marketable Securities - Unreali
Marketable Securities - Unrealized Loss Position (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Sep. 30, 2020 |
Debt Securities, Available-for-sale, Unrealized Loss Position [Abstract] | ||
Fair value of marketable securities in unrealized loss position | $ 0 | $ 0 |
Marketable Securities - Cash Eq
Marketable Securities - Cash Equivalents (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | $ 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | Maximum | ||
Assets: | ||
Cash equivalents | $ 100 | |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | $ 100 |
Acquisitions - Purchase Conside
Acquisitions - Purchase Consideration (Details) - USD ($) $ in Thousands | Apr. 01, 2021 | Dec. 03, 2020 | Feb. 11, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Business Acquisition [Line Items] | |||||
Net cash outflow | $ 15,061 | $ 15,743 | |||
Trans-Hit Biomarkers | |||||
Business Acquisition [Line Items] | |||||
Total purchase price | $ 15,200 | ||||
RURO, Inc. | |||||
Business Acquisition [Line Items] | |||||
Total purchase price | $ 15,200 | ||||
RURO, Inc. | Subsequent Event | |||||
Business Acquisition [Line Items] | |||||
Working capital adjustment received | $ 500 |
Acquisitions - Amounts of Asset
Acquisitions - Amounts of Assets and Liabilities at Fair Value as of Acquisition Date (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 03, 2020 | Sep. 30, 2020 | Feb. 11, 2020 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | $ 513,093 | $ 501,536 | ||
Trans-Hit Biomarkers | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | $ 8,900 | |||
Intangible assets | 7,500 | |||
Deferred tax liabilities | $ 2,300 | |||
RURO, Inc. | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Accounts receivable | $ 600 | |||
Goodwill | 11,000 | |||
Liabilities | 2,700 | |||
Completed Technology | RURO, Inc. | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets | 2,900 | |||
Customer Relationships | RURO, Inc. | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets | $ 2,900 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets Acquired (Details) | Dec. 03, 2020 |
Trans-Hit Biomarkers | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life of intangible assets | 11 years |
Acquisitions - Goodwill (Detail
Acquisitions - Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 03, 2020 | Sep. 30, 2020 | Feb. 11, 2020 |
Goodwill | ||||
Goodwill | $ 513,093 | $ 501,536 | ||
Brooks Semiconductor Solutions Group | ||||
Goodwill | ||||
Goodwill | 48,230 | 48,359 | ||
Brooks Life Sciences Products | ||||
Goodwill | ||||
Goodwill | 105,851 | 103,278 | ||
Brooks Life Sciences Services | ||||
Goodwill | ||||
Goodwill | $ 359,012 | $ 349,899 | ||
Trans-Hit Biomarkers | ||||
Goodwill | ||||
Goodwill | $ 8,900 | |||
Goodwill deductible for tax purposes | $ 0 | |||
RURO, Inc. | ||||
Goodwill | ||||
Goodwill | $ 11,000 | |||
Goodwill deductible for tax purposes | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Components of Goodwill by Operating Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Goodwill [Line Items] | ||
Gross goodwill | $ 1,128,051 | $ 1,116,494 |
Accumulated goodwill impairments | (614,958) | (614,958) |
Goodwill | 513,093 | 501,536 |
Brooks Semiconductor Solutions Group | ||
Goodwill [Line Items] | ||
Gross goodwill | 637,174 | 637,303 |
Accumulated goodwill impairments | (588,944) | (588,944) |
Goodwill | 48,230 | 48,359 |
Brooks Life Sciences Products | ||
Goodwill [Line Items] | ||
Gross goodwill | 105,851 | 103,278 |
Goodwill | 105,851 | 103,278 |
Brooks Life Sciences Services | ||
Goodwill [Line Items] | ||
Gross goodwill | 359,012 | 349,899 |
Goodwill | 359,012 | 349,899 |
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 | 6 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, net of accumulated impairments, beginning balance | $ 501,536 |
Acquisitions and adjustments | 11,557 |
Goodwill, net of accumulated impairments, ending balance | 513,093 |
Brooks Semiconductor Solutions Group | |
Goodwill [Roll Forward] | |
Goodwill, net of accumulated impairments, beginning balance | 48,359 |
Acquisitions and adjustments | (129) |
Goodwill, net of accumulated impairments, ending balance | 48,230 |
Brooks Life Sciences Products | |
Goodwill [Roll Forward] | |
Goodwill, net of accumulated impairments, beginning balance | 103,278 |
Acquisitions and adjustments | 2,573 |
Goodwill, net of accumulated impairments, ending balance | 105,851 |
Brooks Life Sciences Services | |
Goodwill [Roll Forward] | |
Goodwill, net of accumulated impairments, beginning balance | 349,899 |
Acquisitions and adjustments | 9,113 |
Goodwill, net of accumulated impairments, ending balance | $ 359,012 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Goodwill Acquired (Details) $ in Millions | 6 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill acquired during period | $ 11.6 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Components of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 407,172 | $ 394,906 |
Accumulated Amortization | 197,273 | 176,581 |
Net Book Value | 209,899 | 218,325 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 5,302 | 5,302 |
Accumulated Amortization | 4,964 | 4,865 |
Net Book Value | 338 | 437 |
Completed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 93,228 | 92,477 |
Accumulated Amortization | 54,599 | 49,875 |
Net Book Value | 38,629 | 42,602 |
Trademarks and Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 26,258 | 25,769 |
Accumulated Amortization | 11,153 | 9,322 |
Net Book Value | 15,105 | 16,447 |
Noncompete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 716 | |
Accumulated Amortization | 94 | |
Net Book Value | 622 | |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 281,420 | 271,113 |
Accumulated Amortization | 126,218 | 112,277 |
Net Book Value | 155,202 | 158,836 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 248 | 245 |
Accumulated Amortization | 245 | 242 |
Net Book Value | $ 3 | $ 3 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 19.7 | $ 20.9 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2021 | $ 19,407 | |
2022 | 35,834 | |
2023 | 32,545 | |
2024 | 27,604 | |
2025 | 22,308 | |
Thereafter | 72,201 | |
Net Book Value | $ 209,899 | $ 218,325 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2020 | Oct. 04, 2017 | |
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 | ||
Outstanding line of credit | $ 0 | $ 0 | |
Deferred finance costs | 0.2 | $ 0.4 | |
Line of credit, remaining borrowing capacity | $ 54.2 | ||
Line of Credit | Credit Agreement | Revolving Credit Facility | Maximum | |||
Line of Credit Facility [Line Items] | |||
Line of credit, expiration period | 90 days | ||
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 |
Debt - General Information (Det
Debt - General Information (Details) $ in Millions | Jul. 01, 2019USD ($)loan | Feb. 15, 2019USD ($) | Nov. 15, 2018USD ($) | Oct. 04, 2017USD ($) |
Debt Instrument [Line Items] | ||||
Issue amount | $ 345.2 | |||
Aggregate increase amount | $ 75 | |||
Maximum secured leverage ratio | 3 | |||
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ 5.2 | |||
Number of term loans | loan | 2 | |||
Senior Secured Term Loan Facility | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt extinguished | $ 147 | |||
Face amount | $ 200 | |||
Issue amount | $ 197.6 | |||
Percentage of par (as a percent) | 98.80% | |||
Discount | $ 2.4 | |||
Discount percentage (as a percent) | 1.20% | |||
Senior Secured Incremental Term Loan Facility | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt extinguished | $ 348.3 | 340.1 | ||
Loss on extinguishment of debt | 9.1 | |||
Face amount | $ 349.1 | $ 350 | ||
Issue amount | $ 340.5 | |||
Percentage of par (as a percent) | 98.90% | 97.30% | ||
Discount | $ 4 | $ 9.5 | ||
Discount percentage (as a percent) | 2.70% |
Debt - Term Loans (Details)
Debt - Term Loans (Details) $ in Thousands | 6 Months Ended | |
Mar. 31, 2021USD ($)loaninstallment | Jul. 01, 2019loan | |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 347 | |
Outstanding principal balance | $ 50,414 | |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Number of term loans | loan | 2 | |
Secured Debt | Five-year Term Loans Maturing 2021 | ||
Debt Instrument [Line Items] | ||
Number of term loans | loan | 3 | |
Debt instrument, term | 5 years | |
Face amount | $ 3,300 | |
Number of installments | installment | 8 | |
Installment payment, percentage of initial principal amount (as a percent) | 12.50% | |
Deferred financing costs | $ 0 | |
Outstanding principal balance | $ 400 | |
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 | |
Debt instrument, term | 1 year | |
Face amount | $ 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% | |
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% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | Jul. 01, 2019 | Feb. 15, 2019 | Mar. 31, 2021 | Oct. 04, 2017 |
Debt Instrument [Line Items] | ||||
Deferred financing costs | $ 347 | |||
Senior Secured Term Loan Facility | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Prepayments as a percentage of the preceding year excess cash flow (as a percent) | 50.00% | |||
Deferred financing costs | $ 300 | |||
Weighted average interest rate (as a percent) | 2.80% | |||
Interest expense | $ 800 | |||
Deferred financing costs amortization | $ 100 | |||
Interest rate above applicable rate (as a percent) | 2.00% | |||
Debt extinguished | $ 147,000 | |||
Senior Secured Incremental Term Loan Facility | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt extinguished | $ 348,300 | $ 340,100 |
Debt - Long-term Debt - Future
Debt - Long-term Debt - Future Minimum Principal Payment Obligations (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2021 | $ 414 |
2025 | 50,000 |
Total outstanding principal balance | 50,414 |
Unamortized deferred financing costs | (347) |
Long-term debt | $ 50,067 |
Debt - Long-term Debt - Current
Debt - Long-term Debt - Current and Non-current (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Long-term Debt, by Current and Noncurrent [Abstract] | ||
Long-term debt | $ 50,067 | |
Current portion of long-term debt | 414 | $ 827 |
Non-current portion of long-term debt | $ 49,653 | $ 49,588 |
Leases - Operating Lease Expens
Leases - Operating Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Lease, Cost [Abstract] | ||||
Operating lease costs | $ 2,649 | $ 2,275 | $ 5,257 | $ 4,397 |
Amortization of assets | 251 | 311 | 563 | 622 |
Interest on lease liabilities | 6 | 26 | 21 | 55 |
Total finance lease costs | 257 | 337 | 584 | 677 |
Variable lease cost | 539 | 460 | 1,064 | 866 |
Short-term lease costs | 116 | 132 | 226 | 296 |
Total lease costs | $ 3,561 | $ 3,204 | $ 7,131 | $ 6,236 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities - Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease right-of-use assets | $ 40,203 | $ 39,071 |
Accrued expenses and other current liabilities | $ 7,506 | $ 7,015 |
Operating Lease Liability Current, Statement of Financial Position | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Long-term operating lease liabilities | $ 32,749 | $ 31,855 |
Total lease liability balance | $ 40,255 | $ 38,870 |
Leases - Assets and Liabiliti_2
Leases - Assets and Liabilities - Finance Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Finance Lease, Right-of-Use Asset, after Accumulated Amortization [Abstract] | ||
Property, plant and equipment, at cost | $ 2,252 | $ 2,540 |
Accumulated amortization | (1,807) | (1,246) |
Property, plant and equipment, net | $ 445 | $ 1,294 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position | Property, plant and equipment, net | Property, plant and equipment, net |
Finance Lease Liability [Abstract] | ||
Accrued expenses and other current liabilities | $ 836 | $ 1,135 |
Finance Lease Liability Current, Statement of Financial Position | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Other long-term liabilities | $ 31 | $ 348 |
Finance Lease Liability Non Current, Statement of Financial Position | Other long-term liabilities | Other long-term liabilities |
Total finance lease liabilities | $ 867 | $ 1,483 |
Leases - Additional Information
Leases - Additional Information (Details) | Mar. 31, 2021 | Sep. 30, 2020 |
Leases [Abstract] | ||
Weighted average remaining lease term, operating leases | 8 years 1 month 17 days | 8 years 8 months 19 days |
Weighted average remaining lease term, finance leases | 10 months 28 days | 1 year 3 months 25 days |
Weighted average discount rate, operating leases (as a percent) | 4.00% | 3.92% |
Weighted average discount rate, finance leases (as a percent) | 4.78% | 4.73% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flow, Operating Activities, Lessee [Abstract] | ||||
Operating cash flows from operating leases | $ 2,535 | $ 2,067 | $ 4,998 | $ 3,874 |
Operating cash flows from finance leases | 12 | 26 | 27 | 55 |
Financing cash flows from finance leases | $ 308 | $ 293 | $ 612 | $ 583 |
Leases - Future Lease Payments
Leases - Future Lease Payments - Operating Leases (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2021 | $ 4,835 |
2022 | 7,996 |
2023 | 5,927 |
2024 | 5,242 |
2025 | 4,715 |
Thereafter | 18,954 |
Total future lease payments | $ 47,669 |
Leases - Gross Difference - Ope
Leases - Gross Difference - Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Operating Lease Liabilities, Gross Difference, Amount [Abstract] | ||
Total future lease payments | $ 47,669 | |
Less imputed interest | (7,414) | |
Total lease liability balance | $ 40,255 | $ 38,870 |
Leases - Future Lease Payment_2
Leases - Future Lease Payments - Finance Leases (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Finance Lease, Liability, Payment, Due [Abstract] | |
2021 | $ 527 |
2022 | 363 |
Total future lease payments | $ 890 |
Leases - Gross Difference - Fin
Leases - Gross Difference - Finance Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Finance Lease Liabilities, Gross Difference, Amount [Abstract] | ||
Total future lease payments | $ 890 | |
Less imputed interest | (23) | |
Total finance lease liabilities | $ 867 | $ 1,483 |
Leases - Future Lease Payment_3
Leases - Future Lease Payments Not Commenced (Details) $ in Millions | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
Leases that have not commenced with future lease payments | $ 33.7 |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||||
Income tax expense (benefit) | $ 6,288 | $ 3,400 | $ 11,058 | $ 437 |
Benefit related to stock compensation windfalls | $ 2,700 | 6,100 | ||
Benefit from a reduction of deferred tax liabilities related to the extension of a tax rate incentive in China | $ 500 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits - General Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense [Abstract] | ||
Interest related to unrecognized benefits | $ 0.3 | $ 0.6 |
Income Taxes - Unrecognized T_2
Income Taxes - Unrecognized Tax Benefits - Reasonably Possible Change (Details) $ in Millions | Mar. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Anticipated unrecognized tax benefit reduction during next twelve months | $ 18.2 |
Other Balance Sheet Informati_3
Other Balance Sheet Information - Summary of Account Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Accounts receivable | $ 231,193 | $ 195,587 |
Less allowance for expected credit losses | (5,736) | (7,216) |
Accounts receivable, net | 225,389 | 188,291 |
Allowance for Sales Returns | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Less allowance for sales returns | $ (68) | $ (80) |
Other Balance Sheet Informati_4
Other Balance Sheet Information - Summary of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials and purchased parts | $ 80,498 | $ 73,609 |
Work-in-process | 19,777 | 16,461 |
Finished goods | 27,712 | 24,764 |
Inventory, net | 127,987 | 114,834 |
Reserves for excess and obsolete inventory | $ 18,800 | $ 17,100 |
Other Balance Sheet Informati_5
Other Balance Sheet Information - Capitalized Direct Costs (Details) - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment, Gross [Abstract] | ||
Capitalized computer software, gross | $ 21.1 | $ 18.2 |
Capitalized computer software costs | 2.8 | |
Software Development | ||
Property, Plant and Equipment, Gross [Abstract] | ||
Capitalized computer software, gross | $ 5 |
Other Balance Sheet Informati_6
Other Balance Sheet Information - Product Warranty and Retrofit Activity on Gross Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||||
Beginning Balance | $ 8,228 | $ 7,493 | $ 8,201 | $ 7,175 |
Accruals for warranties | 1,647 | 2,174 | 4,097 | 4,653 |
Costs incurred | (1,831) | (1,757) | (4,254) | (3,918) |
Ending Balance | $ 8,044 | $ 7,910 | $ 8,044 | $ 7,910 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 7,481 | $ 4,214 | $ 14,191 | $ 8,624 |
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 7,048 | 3,921 | 13,192 | 8,014 |
Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 433 | $ 293 | $ 999 | $ 610 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units Granted - Tabular Disclosure (Details) - shares | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 329,801 | 408,827 |
Restricted Stock, Time Based Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 149,249 | 163,390 |
Board of Director Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 14,657 | 23,867 |
Restricted Stock, Performance Based Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted (in shares) | 165,895 | 221,570 |
Stock-Based Compensation - Time
Stock-Based Compensation - Time-Based Grants (Details) - Restricted Stock, Time Based Shares | 6 Months Ended |
Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period (in years) | 3 years |
Share-based Compensation Award, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage (as a percent) | 33.33% |
Share-based Compensation Award, Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage (as a percent) | 33.33% |
Share-based Compensation Award, Tranche Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage (as a percent) | 33.33% |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-Based Grants (Details) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
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% | 200.00% | 200.00% |
Performance goal measurement period (in years) | 3 years |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Unit Activity - Tabular Disclosure (Details) - Restricted Stock Units (RSUs) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Shares | ||||
Outstanding at beginning of period (in shares) | 1,183,009 | |||
Restricted stocks granted (in shares) | 329,801 | 408,827 | ||
Vested (in shares) | (403,832) | |||
Forfeited (in shares) | (30,051) | |||
Outstanding at end of period (in shares) | 1,078,927 | 1,078,927 | ||
Weighted Average Grant-Date Fair Value | ||||
Outstanding at beginning of period (in dollars per share) | $ 36.10 | |||
Granted (in dollars per share) | $ 80.09 | $ 42.22 | 70.18 | $ 46.64 |
Vested (in dollars per share) | 36.08 | |||
Forfeited (in dollars per share) | 42.91 | |||
Outstanding at end of period (in dollars per share) | $ 46.33 | $ 46.33 |
Stock-Based Compensation - Re_3
Stock-Based Compensation - Restricted Stock Unit Activity - Additional Information (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in dollars per share) | $ 80.09 | $ 42.22 | $ 70.18 | $ 46.64 |
Fair value of restricted stock awards vested | $ 2 | $ 2.9 | $ 27.9 | $ 41.4 |
Proceeds from employees to satisfy tax obligation | $ 9.7 | $ 24.1 |
Stock-Based Compensation - Re_4
Stock-Based Compensation - Restricted Stock Unit Activity - Unrecognized Compensation Cost (Details) - Restricted Stock Units (RSUs) $ in Millions | 6 Months Ended |
Mar. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 32.6 |
Unrecognized compensation cost, estimated weighted average amortization period | 1 year 9 months 18 days |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - shares | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued under employee stock purchase plan (in shares) | 58,124 | 63,885 |
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 | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Net income | ||||
Income from continuing operations | $ 23,932 | $ 9,192 | $ 50,940 | $ 22,366 |
Loss from discontinued operations, net of tax | (184) | (65) | (1,164) | (182) |
Net income | 23,748 | 9,127 | 49,776 | 22,184 |
Net income attributable to Brooks Automation, Inc. - basic | 23,748 | 9,127 | 49,776 | 22,184 |
Net income attributable to Brooks Automation, Inc. - diluted | $ 23,748 | $ 9,127 | $ 49,776 | $ 22,184 |
Weighted average common shares outstanding used in computing diluted earnings per share | ||||
Weighted average common shares outstanding used in computing basic earnings per share (in shares) | 74,265 | 73,708 | 74,142 | 73,331 |
Dilutive restricted stock units | 149 | 81 | 225 | 421 |
Weighted average common shares outstanding used in computing diluted earnings per share (in shares) | 74,414 | 73,789 | 74,367 | 73,752 |
Basic net income per share: | ||||
Income from continuing operations (in dollars per share) | $ 0.32 | $ 0.12 | $ 0.69 | $ 0.30 |
Loss from discontinued operations, net of tax (in dollars per share) | 0 | 0 | (0.02) | 0 |
Basic net income per share attributable to Brooks Automation, Inc. (in dollars per share) | 0.32 | 0.12 | 0.67 | 0.30 |
Diluted net income per share: | ||||
Income from continuing operations (in dollars per share) | 0.32 | 0.12 | 0.68 | 0.30 |
Loss from discontinued operations, net of tax (in dollars per share) | 0 | 0 | (0.02) | 0 |
Diluted net income per share (in dollars per share) | 0.32 | 0.12 | 0.67 | 0.30 |
Dividend declared per share (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.20 |
Earnings per Share - Anti-dilut
Earnings per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
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) | 2,296 | 190,723 | 31,105 | 167,161 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Segment Information (Details) - segment | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | 3 | 3 | 3 | 3 |
Number of reporting units | 6 | 6 | 6 | 6 |
Brooks Semiconductor Solutions Group | ||||
Segment Reporting Information [Line Items] | ||||
Number of reporting units | 3 | 3 | 3 | 3 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Disaggregated By Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 286,586 | $ 220,227 | $ 536,089 | $ 430,727 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 105,643 | 85,887 | 203,376 | 166,118 |
Asia/Pacific/Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 132,278 | 105,014 | 244,052 | 208,553 |
Rest of Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 48,665 | $ 29,326 | $ 88,661 | $ 56,056 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Disaggregated By Reporting Unit (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 286,586 | $ 220,227 | $ 536,089 | $ 430,727 |
Automation Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 107,547 | $ 68,733 | $ 197,970 | $ 132,970 |
Reporting unit, name of segment | Brooks Semiconductor Solutions Group | Brooks Semiconductor Solutions Group | Brooks Semiconductor Solutions Group | Brooks Semiconductor Solutions Group |
Contamination Control Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 37,285 | $ 45,463 | $ 66,494 | $ 89,804 |
Reporting unit, name of segment | Brooks Semiconductor Solutions Group | Brooks Semiconductor Solutions Group | Brooks Semiconductor Solutions Group | Brooks Semiconductor Solutions Group |
Global Semiconductor Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 12,219 | $ 10,727 | $ 23,945 | $ 20,960 |
Reporting unit, name of segment | Brooks Semiconductor Solutions Group | Brooks Semiconductor Solutions Group | Brooks Semiconductor Solutions Group | Brooks Semiconductor Solutions Group |
Brooks Life Sciences Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 52,355 | $ 30,993 | $ 97,866 | $ 60,717 |
Reporting unit, name of segment | Brooks Life Sciences Products | Brooks Life Sciences Products | Brooks Life Sciences Products | Brooks Life Sciences Products |
Sample Repository Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 22,191 | $ 23,296 | $ 42,724 | $ 45,290 |
Reporting unit, name of segment | Brooks Life Sciences Services | Brooks Life Sciences Services | Brooks Life Sciences Services | Brooks Life Sciences Services |
GENEWIZ | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 54,989 | $ 41,015 | $ 107,090 | $ 80,986 |
Reporting unit, name of segment | Brooks Life Sciences Services | Brooks Life Sciences Services | Brooks Life Sciences Services | Brooks Life Sciences Services |
Brooks Semiconductor Solutions Group | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 157,051 | $ 124,923 | $ 288,409 | $ 243,734 |
Brooks Life Sciences Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 52,355 | 30,993 | 97,866 | 60,717 |
Brooks Life Sciences Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 77,180 | $ 64,311 | $ 149,814 | $ 126,276 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract] | |||||
Accounts receivable, net | $ 225,389 | $ 225,389 | $ 188,291 | ||
Contract with Customer, Asset, after Allowance for Credit Loss, Current [Abstract] | |||||
Contract assets | $ 13,700 | $ 13,700 | 16,800 | ||
Capitalized Contract Cost [Abstract] | |||||
Sales commission amortization period | 60 months | 60 months | |||
Deferred commissions | $ 300 | $ 300 | 400 | ||
Deferred commission amortization expense | $ 100 | 100 | $ 300 | ||
Contract with Customer, Liability [Abstract] | |||||
Current contract liabilities | 36,793 | 36,793 | 31,357 | ||
Contract liabilities | 36,800 | $ 36,800 | $ 31,400 | ||
Revenue recognized | 24,800 | ||||
Maximum | |||||
Capitalized Contract Cost [Abstract] | |||||
Deferred commission amortization expense | $ 100 |
Revenue from Contracts with C_7
Revenue from Contracts with Customers - Remaining Performance Obligations (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 77,116 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 54,311 |
Unsatisfied performance obligation, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 22,805 |
Unsatisfied performance obligation, period |
Revenue from Contracts with C_8
Revenue from Contracts with Customers - Costs to Obtain and Fulfill a Contract (Details) | Mar. 31, 2021 |
Capitalized Contract Cost [Abstract] | |
Sales commission amortization period | 60 months |
Segment Information - General I
Segment Information - General Information (Details) - segment | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | ||||
Number of reportable segments | 3 | 3 | 3 | 3 |
Number of operating segments | 3 | 3 | 3 | 3 |
Number of reportable segments, previously operated | 2 | 2 | 2 | 2 |
Segment Information - Reconcili
Segment Information - Reconciliation of Reportable Segment Operating Income (Loss) to Corresponding Consolidated Amounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 286,586 | $ 220,227 | $ 536,089 | $ 430,727 |
Amortization of other intangible assets | 19,700 | 20,900 | ||
Restructuring charges | 92 | 578 | 179 | 1,154 |
Tariff adjustment | 5,497 | 5,497 | ||
Operating income | 30,505 | 14,572 | 61,434 | 25,238 |
Interest income | 18 | 137 | 94 | 836 |
Interest expense | (452) | (718) | (1,008) | (1,455) |
Other income (expenses), net | 149 | (1,399) | 1,478 | (1,816) |
Income (loss) before income taxes | 30,220 | 12,592 | 61,998 | 22,803 |
Completed Technology | ||||
Segment Reporting Information [Line Items] | ||||
Amortization of other intangible assets | 2,319 | 2,740 | 4,708 | 5,416 |
Acquired Intangible Assets | ||||
Segment Reporting Information [Line Items] | ||||
Amortization of other intangible assets | 7,601 | 7,615 | 14,957 | 15,525 |
Brooks Semiconductor Solutions Group | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 157,051 | 124,923 | 288,409 | 243,734 |
Operating income | 33,302 | 16,707 | 54,840 | 31,707 |
Brooks Life Sciences Products | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 52,355 | 30,993 | 97,866 | 60,717 |
Operating income | 11,215 | 2,144 | 19,157 | 2,506 |
Brooks Life Sciences Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 77,180 | 64,311 | 149,814 | 126,276 |
Operating income | 13,406 | 5,973 | 27,717 | 11,585 |
Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 286,586 | 220,227 | 536,089 | 430,727 |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | 57,923 | 24,824 | 101,714 | 45,798 |
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Other unallocated corporate expense (income) | $ 11,909 | $ (681) | $ 14,939 | $ (1,535) |
Segment Information - Financial
Segment Information - Financial Information for Business Segments - Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 1,664,096 | $ 1,559,125 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 1,319,896 | 1,248,452 |
Reportable Segments | Brooks Semiconductor Solutions Group | ||
Segment Reporting Information [Line Items] | ||
Total assets | 322,423 | 296,289 |
Reportable Segments | Brooks Life Sciences Products | ||
Segment Reporting Information [Line Items] | ||
Total assets | 230,732 | 214,196 |
Reportable Segments | Brooks Life Sciences Services | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 766,741 | $ 737,967 |
Segment Information - Reconci_2
Segment Information - Reconciliation of Reportable Segment Assets to Corresponding Consolidated Amounts (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Segment Reporting Information [Line Items] | ||
Cash and cash equivalents, restricted cash, and marketable securities | $ 334,336 | $ 305,694 |
Deferred tax asset | 9,864 | 4,979 |
Assets | 1,664,096 | 1,559,125 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 1,319,896 | $ 1,248,452 |
Significant Customers (Details)
Significant Customers (Details) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2020 | Mar. 31, 2020 | |
Largest Customer | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (as a percent) | 16.00% | 15.00% |
Commitments and Contingencies -
Commitments and Contingencies - Tariff Matter (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2021USD ($)$ / shares | |
Loss Contingency Accrual, Disclosures [Abstract] | ||
Earnings Per Share, Basic, Increase (Decrease) During Period, Change in Estimate, Tariffs | $ / shares | $ (0.07) | $ (0.07) |
Earnings Per Share, Diluted, Increase (Decrease) During Period, Change in Estimate, Tariffs | $ / shares | $ (0.07) | $ (0.07) |
Tariffs | ||
Loss Contingency Accrual, Disclosures [Abstract] | ||
Loss contingency accrual | $ 6.1 | $ 6.1 |
Tariffs, Period Prior to Acquisition | ||
Loss Contingency Accrual, Disclosures [Abstract] | ||
Loss contingency accrual | 2.8 | 2.8 |
Tariffs, Period after Acquisition | ||
Loss Contingency Accrual, Disclosures [Abstract] | ||
Loss contingency accrual | $ 3.3 | $ 3.3 |
Commitments and Contingencies_2
Commitments and Contingencies - Letters of Credit (Details) $ in Millions | Mar. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Outstanding letters of credit | $ 1.3 |
Commitments and Contingencies_3
Commitments and Contingencies - Purchase Commitments (Details) $ in Millions | Mar. 31, 2021USD ($) |
Non-cancelable commitments | |
Other Commitments [Line Items] | |
Other commitment | $ 266.4 |
Non-cancellable contracts and purchase orders for inventory | |
Other Commitments [Line Items] | |
Other commitment | 230.1 |
Non-cancelable IT-related commitments | |
Other Commitments [Line Items] | |
Other commitment | 19.8 |
Non-cancelable China facility commitments | |
Other Commitments [Line Items] | |
Other commitment | $ 15.8 |
Subsequent Events - Acquisition
Subsequent Events - Acquisition (Details) - Subsequent Event - Precise Automation, Inc. $ in Millions | Apr. 29, 2021USD ($) |
Subsequent Event [Line Items] | |
Business Acquisition, Date of Acquisition Agreement | Apr. 23, 2021 |
Business Acquisition, Effective Date of Acquisition | Apr. 29, 2021 |
Total purchase price | $ 70 |
Subsequent Events - Dividend (D
Subsequent Events - Dividend (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Subsequent Event [Line Items] | |||||
Cash dividend declared (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.20 | |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Cash dividend declared, date | Apr. 27, 2021 | ||||
Cash dividend declared (in dollars per share) | $ 0.10 | ||||
Cash dividend declared, payment date | Jun. 25, 2021 | ||||
Cash dividend declared, record date | Jun. 4, 2021 |