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For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs in the period result from actions taken as part of the Company’s 2024 transformation plan, and primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process & systems re-design. 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Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: June 30, 2024

OR

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from __________ to _________

 

Commission File Number 000-25434


AZENTA, INC.

(Exact name of registrant as specified in its charter)


 

Delaware

04-3040660

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

200 Summit Drive, 6th Floor

Burlington, Massachusetts

(Address of principal executive offices)


01803

(Zip Code)


Registrant’s telephone number, including area code: (978) 262-2626


Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

AZTA

The Nasdaq Stock Market LLC

 ​

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date, August 1, 2024: common stock, $0.01 par value, and 48,915,621 shares outstanding.

 ​



 ​

 

 

AZENTA, INC.

 

Table of Contents

 ​

PAGE NUMBER

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

4

Condensed Consolidated Balance Sheets as of June 30, 2024 and September 30, 2023 (unaudited)

4

Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2024 and 2023 (unaudited)

5

Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended June 30, 2024 and 2023 (unaudited)

6

Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2024 and 2023 (unaudited)

7

Condensed Consolidated Statements of Changes in Stockholders Equity for the three and nine months ended June 30, 2024 and 2023 (unaudited)

8

Notes to Condensed Consolidated Financial Statements (unaudited)

10

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

30

Item 3. Quantitative and Qualitative Disclosures About Market Risk

42

Item 4. Controls and Procedures

43

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

44

Item 1A. Risk Factors

44

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

44

Item 5. Other Information

45

Item 6. Exhibits

45

  Signatures

46

 

 ​

 

 

INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS

 ​

This Quarterly Report on Form 10-Q contains statements that are, or may be considered to be, forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, as amended, Section-27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section-21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. These statements may be identified by such forward-looking, terminology as “expect,” “estimate,” “intend,” “believe,” “anticipate,” “may,” “will,” “should,” “could,” “continue,” “likely” or similar statements or variations of such terms. Forward-looking statements include, but are not limited to, statements that relate to our future revenue, margins, costs, operating expenses, tax expenses, capital expenditures, earnings, profitability, product development, demand, acceptance and market share, competitiveness, market opportunities and performance, levels of research and development, the success of our marketing, sales and service efforts, outsourced activities, anticipated manufacturing, customer and technical requirements, the ongoing viability of the solutions that we offer and our customers’ success, our management’s plans and objectives for our current and future operations and business focus, our share repurchase authorization, litigation, our ability to retain, hire and integrate skilled personnel, our ability to identify and address increased cybersecurity risks, including as a result of employees continuing to work remotely, the anticipated growth prospects of our business, the expected benefits and other statements relating to our divestitures and acquisitions, the adequacy, effectiveness and success of cost saving plans and our business transformation initiatives, our ability to continue to identify acquisition targets and successfully acquire and integrate desirable products and services and realize expected revenues and revenue synergies, our adoption of newly issued accounting guidance, the levels of customer spending, our dependence on key suppliers or vendors to obtain services for our business on acceptable terms, including the impact of supply chain disruptions, general economic conditions, the impact of inflation, and the sufficiency of financial resources to support future operations. Such statements are based on current expectations and involve risks, uncertainties, and other factors which may cause the actual results, our performance or our achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include the risk factors which are set forth in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the “2023 Annual Report on Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) on November 21, 2023, as updated and/or supplemented in subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q and are based on information and reasonably known to us at such time. We do not undertake any obligation to release revisions to these forward-looking statements, to reflect events or circumstances that occur after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence or effect of anticipated or unanticipated events. Precautionary statements made herein should be read as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report on Form 10-Q. Any additional precautionary statements made in our 2023 Annual Report on Form 10-K should be read as being applicable to all related forward-looking statements whenever they appear in this Quarterly Report on Form 10-Q.

 ​

Unless the context indicates otherwise, references in this Quarterly Report on Form 10-Q to “we”, “us”, “our”, “the Company”, and other similar references refer to Azenta, Inc. and its consolidated subsidiaries.

 ​

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

 ​

This Quarterly Report on Form 10-Q includes our trademarks, trade names and service marks, which are our property and are protected under applicable intellectual property laws. Solely for convenience, trademarks, trade names and service marks may appear in this Quarterly Report on Form 10-Q without the ®, TM and SM symbols, but such references are not intended to indicate, in any way, that we or the applicable owner forgo or will not assert, to the fullest extent permitted under applicable law, our rights or the rights of any applicable licensors to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.

 ​

INDUSTRY AND OTHER DATA

 ​

Unless otherwise indicated, information contained in this Quarterly Report on Form 10-Q concerning our industry and the markets in which we operate, including our general expectations, market position and market opportunity, is based on management’s estimates and research, as well as industry and general publications and research, surveys and studies conducted by third parties. We believe the information from these third-party publications, research, surveys and studies included in this Quarterly Report on Form 10-Q is reliable. Management’s estimates are derived from publicly available information, their knowledge of our industry and their assumptions based on such information and knowledge, which we believe to be reasonable. This data involves a number of assumptions and limitations which are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the 2023 Annual Report on Form 10-K and those described in this Quarterly Report on Form 10-Q under “Information Related to Forward-Looking Statements” above and Part II, Item 1A “Risk Factors” below, as updated and/or supplemented in subsequent filings with SEC. These and other factors could cause our future performance to differ materially from our assumptions and estimates.

 ​

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

AZENTA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except share and per share data)

 

  

June 30,

  

September 30,

 
  

2024

  

2023

 
         

Assets

        

Current assets

     

 

Cash and cash equivalents

 $336,543  $678,910 

Short-term marketable securities

  259,296   338,873 

Accounts receivable, net of allowance for expected credit losses ($6,507 and $8,057, respectively)

  167,613   156,535 

Inventories

  115,270   128,198 

Derivative asset

  834   13,036 

Prepaid expenses and other current assets

  88,102   103,404 

Total current assets

  967,658   1,418,956 

Property, plant and equipment, net

  196,124   205,744 

Long-term marketable securities

  148,086   111,338 

Long-term deferred tax assets

  1,231   571 

Goodwill

  679,691   784,339 

Intangible assets, net

  253,475   294,301 

Other assets

  77,030   70,471 

Total assets

 $2,323,295  $2,885,720 

Liabilities and stockholders' equity

 

  

 

Current liabilities

 

  

 

Accounts payable

 $39,115  $35,796 

Deferred revenue

  33,268   34,614 

Accrued warranty and retrofit costs

  9,351   10,223 

Accrued compensation and benefits

  31,229   33,911 

Accrued customer deposits

  20,954   17,707 

Accrued income taxes payable

  11,705   7,378 

Short-term operating lease liability

  10,739   9,499 

Accrued expenses and other current liabilities

  46,213   61,800 

Total current liabilities

  202,574   210,928 

Long-term deferred tax liabilities

  58,080   67,301 

Long-term operating lease liabilities

  60,654   60,436 

Other long-term liabilities

  11,589   12,555 

Total liabilities

  332,897   351,220 

     

 

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, 63,941,421 shares issued and 50,395,071 shares outstanding at June 30, 2024, 71,294,247 shares issued and 57,832,378 shares outstanding at September 30, 2023

  639   713 

Additional paid-in capital

  758,269   1,156,160 

Accumulated other comprehensive loss

  (44,895)  (62,426)

Treasury stock, at cost - 13,546,350 shares at June 30, 2024 and 13,461,869 shares at September 30, 2023

  (205,438)  (200,956)

Retained earnings

  1,481,823   1,641,009 

Total stockholders' equity

  1,990,398   2,534,500 

Total liabilities and stockholders' equity

 $2,323,295  $2,885,720 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 ​

 

 

AZENTA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(In thousands, except per share data)

 

 

Three Months Ended

  

Nine Months Ended

 

 

June 30,

  

June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Revenue

 

  

  

  

 

Products

 $68,763  $67,296  $181,173  $205,011 

Services

  104,046   98,652   305,087   287,704 

Total revenue

  172,809   165,948   486,260   492,715 

Cost of revenue

 

  

  

  

 

Products

  47,555   42,747   126,051   136,855 

Services

  56,198   55,196   166,256   160,754 

Total cost of revenue

  103,753   97,943   292,307   297,609 

Gross profit

  69,056   68,005   193,953   195,106 

Operating expenses

 

  

  

  

 

Research and development

  7,913   8,968   25,113   25,024 

Selling, general and administrative

  73,833   75,465   230,723   241,356 

Impairment of goodwill and intangible assets

        115,975    

Contingent consideration - fair value adjustments

     (1,404)     (18,549)

Restructuring charges

  2,064   812   10,528   3,773 

Total operating expenses

  83,810   83,841   382,339   251,604 

Operating loss

  (14,754)  (15,836)  (188,386)  (56,498)

Other income

 

  

  

  

 

Interest income, net

  8,004   11,347   27,650   32,406 

Other income (expense), net

  (282)  819   650   (704)

Loss before income taxes

  (7,032)  (3,670)  (160,086)  (24,796)

Income tax benefit

  (450)  (1,207)  (900)  (9,107)

Loss from continuing operations

  (6,582)  (2,463)  (159,186)  (15,689)

Income (loss) from discontinued operations, net of tax

     993      (1,943)

Net loss

 $(6,582) $(1,470) $(159,186) $(17,632)

Basic net loss per share:

 

  

  

  

 

Loss from continuing operations

 $(0.12) $(0.04) $(2.90) $(0.23)

Income (loss) from discontinued operations, net of tax

     0.02      (0.03)

Basic net loss per share

 $(0.12) $(0.02) $(2.90) $(0.26)

Diluted net loss per share:

 

  

  

  

 

Loss from continuing operations

 $(0.12) $(0.04) $(2.90) $(0.23)

Income (loss) from discontinued operations, net of tax

     0.02      (0.03)

Diluted net loss per share

 $(0.12) $(0.02) $(2.90) $(0.26)

Weighted average shares used in computing net loss per share:

 

  

  

  

 

Basic

  52,963   63,432   54,914   68,494 

Diluted

  52,963   63,432   54,914   68,494 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 ​

 

 

AZENTA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

(In thousands)

 

 

Three Months Ended

  

Nine Months Ended

 

 

June 30,

  

June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Net loss

 $(6,582) $(1,470) $(159,186) $(17,632)

Other comprehensive income (loss), net of tax

                

Net investment hedge currency translation adjustment, net of tax effects of $(109) and $2,728 for the three and nine months ended June 30, 2024, respectively, and $(75) and $(24,315) for the three and nine months ended June 30, 2023, respectively

  317   (218)  (7,971)  (70,478)

Foreign currency translation adjustments

  (4,000)  1,876   21,725   113,140 

Changes in unrealized gains on marketable securities, net of tax effects of $(179) and $(1,300) for the three and nine months ended June 30, 2024, respectively, and $23 and $1,418 for the three and nine months ended June 30, 2023, respectively

  523   67   3,799   4,109 

Actuarial loss on pension plans, net of tax effects of $3 and $7 during the three and nine months ended June 30, 2024, respectively, and $0 during each of the three and nine months ended June 30, 2023

  (7)     (22)   

Total other comprehensive income (loss), net of tax

  (3,167)  1,725   17,531   46,771 

Comprehensive income (loss)

 $(9,749) $255  $(141,655) $29,139 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 ​

 

 

AZENTA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

 

 

Nine Months Ended June 30,

 

 

2024

   

2023

 

Cash flows from operating activities

               

Net loss

  $ (159,186 )   $ (17,632 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

   

 

Depreciation and amortization

    66,899       63,443  

Impairment of goodwill and intangible assets

    115,975        

Non-cash write-offs of assets

    10,745        

Stock-based compensation

    12,622       10,091  

Contingent consideration adjustment

          (18,549 )

Amortization and accretion on marketable securities

    (4,706 )     (6,942 )

Deferred income taxes

    (12,478 )     (25,149 )

Purchase accounting impact on inventory

          8,737  

Loss on disposals of property, plant and equipment

    297       37  

Changes in operating assets and liabilities:

 

   

 

Accounts receivable

    (10,923 )     29,028  

Inventories

    11,433       (4,104 )

Accounts payable

    2,831       (13,193 )

Deferred revenue

    (1,635 )     2,496  

Accrued warranty and retrofit costs

    (1,080 )     1,412  

Accrued compensation and tax withholdings

    (2,825 )     (15,830 )

Accrued restructuring costs

    1,125       311  

Other assets and liabilities

    7,484       (36,578 )

Net cash provided by (used in) operating activities

    36,578       (22,422 )

Cash flows from investing activities

               

Purchases of property, plant and equipment

    (25,339 )     (29,218 )

Purchases of marketable securities

    (378,275 )     (236,194 )

Sales and maturities of marketable securities

    431,544       951,504  

Net investment hedge settlement

    1,476       29,313  

Acquisitions, net of cash acquired

          (386,508 )

Net cash provided by investing activities

    29,406       328,897  

Cash flows from financing activities

               

Payments of finance leases

    (584 )     (181 )

Withholding tax payments on net share settlements on equity awards

          (4,924 )

Proceeds from Employee Stock Purchase Plan

    1,678        

Share repurchases

    (412,755 )     (672,116 )

Net cash used in financing activities

    (411,661 )     (677,221 )

Effects of exchange rate changes on cash and cash equivalents

    8,495       65,610  

Net decrease in cash, cash equivalents and restricted cash

    (337,182 )     (305,136 )

Cash, cash equivalents and restricted cash, beginning of period

    684,045       1,041,296  

Cash, cash equivalents and restricted cash, end of period

  $ 346,863     $ 736,160  

Supplemental disclosures:

 

   

 

Cash paid for income taxes, net

    6,710       41,064  

Purchases of property, plant and equipment included in accounts payable and accrued expenses

  2,203     2,437  

Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets

 

   

 

 

 

June 30,

  

September 30,

 

 

2024

  

2023

 

Cash and cash equivalents of continuing operations

 $336,543  $678,910 

Short-term restricted cash included in prepaid expenses and other current assets

  2,771   4,650 

Long-term restricted cash included in other assets

  7,549   485 

Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows

 $346,863  $684,045 

 ​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 ​

 

 

AZENTA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

(In thousands, except share data)

 

           

Common

           

Accumulated

                         
   

Common

   

Stock at

   

Additional

   

Other

                         
   

Stock

   

Par

   

Paid-In

   

Comprehensive

   

Retained

   

Treasury

   

Total

 
   

Shares

   

Value

   

Capital

   

Income (Loss)

   

Earnings

   

Stock

   

Equity

 
                                                         

Balance March 31, 2024

    68,075,910     $ 681     $ 999,333     $ (41,728 )   $ 1,488,405     $ (223,820 )   $ 2,222,871  

Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes

    6,855             1,678                         1,678  

Open market repurchases

    (4,225,825 )     (42 )                       (228,178 )     (228,220 )

Retirement of treasury shares

                (246,560 )                 246,560        

Stock-based compensation

                3,818                         3,818  

Net loss

                            (6,582 )           (6,582 )

Net investment hedge currency translation adjustment, net of tax

                      317                   317  

Foreign currency translation adjustments

                      (4,000 )                 (4,000 )

Changes in unrealized gains on marketable securities, net of tax

                      523                   523  

Actuarial loss on pension plans, net of tax

                      (7 )                 (7 )

Balance June 30, 2024

    63,856,940     $ 639     $ 758,269     $ (44,895 )   $ 1,481,823     $ (205,438 )   $ 1,990,398  
                                                         

Balance March 31, 2023

    82,602,702     $ 826     $ 1,495,118     $ (38,870 )   $ 1,639,109     $ (200,956 )   $ 2,895,227  

Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes

    8,713       0       (18 )                       (18 )

Accelerated share repurchase

    (3,981,921 )                             (1,637 )     (1,637 )

Open market repurchases

    (3,972,634 )                             (174,322 )     (174,322 )

Retirement of treasury shares

          (80 )     (175,880 )                 175,959        

Stock-based compensation

                3,995                         3,995  

Net loss

                            (1,470 )           (1,470 )

Net investment hedge currency translation adjustment, net of tax

                      (218 )                 (218 )

Foreign currency translation adjustments

                      1,876                   1,876  

Changes in unrealized gains (losses) on marketable securities, net of tax

                      67                   67  

Balance June 30, 2023

    74,656,860     $ 747     $ 1,323,215     $ (37,145 )   $ 1,637,639     $ (200,956 )   $ 2,723,500  

 

 

      

Common

      

Accumulated

             
  

Common

  

Stock at

  

Additional

  

Other

             
  

Stock

  

Par

  

Paid-In

  

Comprehensive

  

Retained

  

Treasury

  

Total

 
  

Shares

  

Value

  

Capital

  

Income (Loss)

  

Earnings

  

Stock

  

Equity

 
                             

Balance September 30, 2023

  71,294,247  $713  $1,156,160  $(62,426) $1,641,009  $(200,956) $2,534,500 

Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes

  224,802   3   1,675            1,678 

Open market repurchases

  (7,662,109)  (54)           (416,693)  (416,747)

Retirement of treasury shares

     (23)  (412,188)        412,211    

Stock-based compensation

        12,622            12,622 

Net loss

              (159,186)     (159,186)

Net investment hedge currency translation adjustment, net of tax

           (7,971)        (7,971)

Foreign currency translation adjustments

           21,725         21,725 

Changes in unrealized gains on marketable securities, net of tax

           3,799         3,799 

Actuarial loss on pension plans, net of tax

           (22)        (22)

Balance June 30, 2024

  63,856,940  $639  $758,269  $(44,895) $1,481,823  $(205,438) $1,990,398 
                             

Balance September 30, 2022

  88,482,125  $885  $1,992,017  $(83,916) $1,655,356  $(200,956) $3,363,386 

Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes

  219,424   2   (3,074)           (3,072)

Accelerated share repurchase

  (10,072,055)              (501,637)  (501,637)

Open market repurchases

  (3,972,634)              (174,322)  (174,322)

Retirement of treasury shares

     (140)  (675,819)        675,959    

Stock-based compensation

        10,091            10,091 

Net loss

              (17,632)     (17,632)

Net investment hedge currency translation adjustment, net of tax

           (70,478)        (70,478)

Foreign currency translation adjustments

           113,140         113,140 

Changes in unrealized gains on marketable securities, net of tax

           4,109         4,109 

Other

              (85)     (85)

Balance June 30, 2023

  74,656,860  $747  $1,323,215  $(37,145) $1,637,639  $(200,956) $2,723,500 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 ​

 

AZENTA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 ​

 

1. Nature of Operations

 

Azenta, Inc. (“Azenta”, or the “Company”) is a leading global provider of sample exploration and management solutions for the life sciences industry. The Company supports its customers from research and clinical development to commercialization with its sample management, automated storage, vaccine cold storage and transport, as well as genomic services expertise to help bring impactful therapies to market faster.

 

Organizational Structure

 

Effective October 1, 2023, the Company realigned its organizational structure to three principal business segments: Sample Management Solutions (“SMS”), Multiomics, and B Medical Systems. The segment realignment had no impact on the Company’s consolidated financial position, results of operations, or cash flows. All segment information included in this Form 10-Q is reflective of this new structure and prior period information has been recast to conform to the Company’s current period presentation. Refer to Note 15, Segment and Geographic Information below for further details on the nature of operations of these segments.

 

 

2. Summary of Significant Accounting Policies

 

Principles of Consolidation and Basis of Presentation

 

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and all entities where it has a controlling financial interest and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation.

 

The accompanying year-end balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The unaudited interim Condensed Consolidated Financial Statements have been prepared on the same basis as the audited financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the periods presented.

 

Certain information and 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 for the fiscal year ended September 30, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on November 21, 2023 (the “2023 Annual Report on Form 10-K”).

 

Use of Estimates

 

The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect amounts reported in the financial statements and notes thereto. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates. Estimates are associated with recording accounts receivable, inventories, goodwill, intangible assets other than goodwill, long-lived assets, derivative financial instruments, deferred income taxes, warranty obligations, revenue over time, stock-based compensation expense, and other accounts. The Company assesses the estimates on an ongoing basis and records changes in estimates in the period they occur and become known.

 

10

 

Foreign Currency Translation

 

Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Foreign currency exchange gains (losses) generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other income” in the Condensed Consolidated Statements of Operations. Net foreign currency transaction and remeasurement losses were $0.8 million and gains were $0.1 million for the three months ended June 30, 2024 and 2023, respectively. Net foreign currency transaction and remeasurement losses were $1.7 million and $2.7 million during the nine months ended June 30, 2024 and 2023, respectively.

 

Recently Issued Accounting Pronouncements

 

In October 2023, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the SECs Disclosure Update and Simplification Initiative. The ASU aligns the requirements in FASB’s Accounting Standards Codification (“ASC”) with SEC regulations. The effective date for each amendment is the date on which the SEC removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or if the SEC does not remove the requirement by June 30, 2027, the amendment will not become effective for any entity. Early adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements or disclosures.

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires the disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures about significant segment expenses. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption on its disclosures; the Company does not expect that the standard will have an impact on the Company's consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company is currently evaluating the standard to determine the impact of adoption on its disclosures; the Company does not expect that the standard will have an impact on the Company's consolidated financial statements.

 

In March 2024, the FASB issued ASU 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements. The ASU contains amendments to the ASC that remove references to various FASB Concepts Statements. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its disclosures; the Company does not expect that the standard will have an impact on the Company's consolidated financial statements.

 

In March 2024, the SEC issued final rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. Effective fiscal year 2026, the Company is required to disclose climate-related risks that are reasonably likely to have a material impact on the Company’s business strategy, results of operations, or financial condition. Additionally, the Company will be required to disclose the effects of severe weather events and other natural conditions within the notes to the financial statements, subject to certain materiality thresholds. Effective fiscal year 2027, required disclosures will also include disclosure of material direct greenhouse gas emissions from operations owned or controlled (Scope 1) and material indirect greenhouse gas emissions from purchased energy consumed in owned or controlled operations (Scope 2). In April 2024, the SEC issued an order voluntarily staying the effectiveness of the new rules pending the completion of judicial review of certain legal challenges to their validity. The Company is currently evaluating the impact of these rules assuming adoption as well as monitoring the status of the related litigation and the SEC’s stay.

 

In 2021, the Organization of Economic Cooperation and Development (“OECD”) introduced its Pillar II Framework Model Rules (“Pillar 2”), which are designed to impose a 15% global minimum tax on the earnings of in-scope multinational corporations on a country-by-country basis. Certain aspects of Pillar 2 took effect on January 1, 2024 while other aspects go into effect on January 1, 2025. The Company is evaluating the potential impact of Pillar 2 on its business, as the countries in which it operates are enacting legislation implementing Pillar 2.

 

11

 

Other

 

For further information regarding the Company’s significant accounting policies, please refer to Note 2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K. There were no material changes to the Company’s critical accounting policies during the nine months ended June 30, 2024.

 

 

3. Business Combinations

 

The Company recorded the assets acquired and liabilities assumed related to the following acquisitions at their fair values as of the acquisition date, from a market participant’s perspective. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed on the acquisition date, its estimates and assumptions are subject to refinement. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. The measurement period to finalize the fair values is within one year after the respective acquisition date.

 

Acquisitions Completed in Fiscal Year 2023

 

Ziath, Ltd.

 

On February 2, 2023, the Company acquired Ziath, Ltd. and its subsidiaries (“Ziath”). Based in Cambridge, United Kingdom, Ziath is a leading provider of 2D barcode readers for life science applications. Founded in 2005, Ziath’s innovative 2D barcode readers are a key component of the laboratory automation workflow serving pharmaceutical, biotechnology and academic customers worldwide. Ziath is expected to enhance the Company’s offerings, which support the entire lifecycle of sample management from specimen collection to sample registration, storage and processing. The acquisition was completed at a purchase price of $16.0 million, net of cash acquired. The acquired business is included in the SMS segment.

 

The allocation of the consideration included $12.0 million of goodwill, $4.1 million of technology, $1.1 million of deferred tax liability, $0.6 million of customer relationships, $0.3 million of trademarks, and several other assets and liabilities. The weighted average life of completed technology is 10 years, customer relationships is 13 years, and trademarks is 13 years. The goodwill represents the Company’s ability to provide differentiated technology enabling high throughput scanning of varied formats of consumables. The goodwill is not expected to be deductible for income tax purposes.

 

The Company did not present pro forma financial information for its consolidated results of operations for the acquisition because such results are immaterial.

 

B Medical Systems S.á r.l.

 

On October 3, 2022, the Company acquired B Medical Systems S.á r.l. and its subsidiaries ("B Medical") for a purchase price of $432.2 million. B Medical is a market leader in temperature-controlled storage and transportation solutions that enables the delivery of life-saving treatments to more than 150 countries worldwide.

 

The consideration paid for B Medical was allocated to the assets acquired and liabilities assumed based on their fair values at the acquisitions date. The Company finalized purchase accounting for B Medical in the fourth quarter of fiscal year 2023 and there have been no adjustments to the purchase price allocation disclosed in Note 3, Business Combinations in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K.

 

12

 

In performing the purchase price allocation, the Company considered, among other factors, the intended future use of acquired assets, and historical financial performance and estimates of future performance of B Medical’s business. As part of the purchase price allocations, the Company determined the identifiable intangible assets were completed technology value, trademarks, customer relationships and backlog. The fair value of the intangible assets was estimated using the income approach, specifically the multi-period excess earnings method, and the cash flow projections were discounted using a rate of 13%. The cash flows were based on estimates used to price the transaction, and the discount rate applied was benchmarked to the implied rate of return from the transaction and the weighted average cost of capital. The weighted average life of completed technology is 10 years, customer relationships is 16 years, trademarks is five years and backlog is one year. The intangible assets acquired are amortized over their respective weighted average life using methods that approximate the pattern in which the economic benefits are expected to be realized. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. The goodwill recorded in connection with the transaction was largely based on the potential expansion of the Company's cold chain capabilities by adding differentiated solutions for reliable and traceable transport of temperature-controlled specimens. The goodwill is not deductible for income tax purposes.

 

The acquired intangible assets and goodwill are subject to review for impairment if indicators of impairment develop and otherwise at least annually. See Note 6, Goodwill and Intangible Assets below for information about the impairment of this goodwill during the nine months ended June 30, 2024.

 

 

4. Marketable Securities

 

The Company had sales and maturities of marketable securities of $241.0 million and $223.3 million in the three months ended June 30, 2024 and 2023, respectively. The Company had sales and maturities of marketable securities of $431.5 million and $951.5 million in the nine months ended June 30, 2024 and 2023, respectively. There were insignificant realized gains or losses in each of the three months ended  June 30, 2024 and 2023 on the sale and maturity of marketable securities. There were insignificant and $0.8 million realized losses in the nine months ended June 30, 2024 and 2023, respectively, on the sale and maturity of marketable securities. 

 

The following is a summary of the amortized cost and the fair value, including accrued interest receivable as well as unrealized gains (losses) on the short-term and long-term marketable securities as of June 30, 2024 and  September 30, 2023 (in thousands):

 

 

  

Gross

  

Gross

  

 

 

Amortized

  

Unrealized

  

Unrealized

  

 

 

Cost

  

Losses

  

Gains

  

Fair Value

 

June 30, 2024:

                

U.S. Treasury securities and obligations of U.S. government agencies

 $298,843  $(786) $  $298,057 

Bank certificates of deposit

  5,422   (44)     5,378 

Corporate securities

  103,869   (941)     102,928 

Municipal securities

  1,019         1,019 

 $409,153  $(1,771) $  $407,382 

September 30, 2023:

                

U.S. Treasury securities and obligations of U.S. government agencies

 $227,804  $(2,573) $  $225,231 

Bank certificates of deposit

  8,122   (170)     7,952 

Corporate securities

  221,155   (4,127)     217,028 

 $457,081  $(6,870) $  $450,211 

 

13

 

The fair values of the marketable securities by contractual maturities as of June 30, 2024 were as follows (in thousands):

 

 

Amortized

  

 

 

Cost

  

Fair Value

 

Due in one year or less

 $260,690  $259,296 

Due after one year through five years

  144,955   144,578 

Due after five years through ten years

      

Due after ten years

  3,508   3,508 

Total marketable securities

 $409,153  $407,382 

 

Expected maturities could differ from contractual maturities because the security issuers may have the right to prepay obligations without prepayment penalties.

 

Unrealized losses from fixed-income securities are primarily attributable to changes in interest rates. The Company does not believe any unrealized losses represent impairments based on its evaluation of the available evidence.

 ​

 

5. Derivative Instruments

 

The Company has transactions and balances denominated in currencies other than the functional currency of the transacting entity. Most of these transactions carry foreign exchange risk in Germany, the United Kingdom and China. The Company enters into foreign exchange contracts to reduce its exposure to currency fluctuations. Net gains and losses related to foreign exchange contracts are recorded as a component of “Other income” in the Condensed Consolidated Statements of Operations and are as follows for the three and nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Three Months Ended

  

Nine Months Ended

 

 

June 30,

  

June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Realized gains (losses) on derivatives not designated as hedging instruments

 $(415) $182  $(2,202) $(1,930)

 

The notional amounts of the Company’s derivative instruments as of June 30, 2024 and  September 30, 2023 were as follows (in thousands):

 

 

June 30,

  

September 30,

 

Hedge Designation

 

2024

  

2023

 

 

  

 

Cross-currency swap

Net Investment Hedge

 $75,978  $436,360 

Foreign exchange contracts

Undesignated

  61,866   184,800 

 

The fair values of the foreign exchange contracts are recorded in the Condensed 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 further in Note 2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K and in Note 12, Fair Value Measurements below due to a lack of an active market for these contracts.

 

14

 

Hedging Activities

 

On February 1, 2022, the Company entered into a cross-currency swap agreement to hedge the variability of exchange rate impacts between the U. S. dollar and the Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $1.0 billion for €915.0 million at a weighted average interest rate of 1.20%. The designated notional amount was $960.0 million, and the actual interest rate was 1.28%. The 1.28% rate was in the range of the market value for February 1, 2022 and was the true interest rate on the notional amount. The Company designated the cross-currency swap as a hedge of net investments against one of its Euro denominated subsidiaries requiring an exchange of the notional amounts at maturity. At the maturity of the cross currency-swap on February 1, 2023, the Company delivered a notional amount of €852.0 million and received a notional amount of $960.0 million at a Euro to U.S. dollar exchange rate of 1.13, which included a gain of $29.3 million.

 

On February 1, 2023, the Company entered into a cross-currency swap agreement to hedge the variability of exchange rate impacts between the U.S. dollar and the Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $436.0 million for €400.0 million at a weighted average interest rate of 1.66%. The Company designated the cross-currency swap as a hedge of net investments against one of its Euro denominated subsidiaries, which requires an exchange of the notional amounts at maturity on February 1, 2024. At the maturity of the cross currency-swap on February 1, 2024, the Company delivered a notional amount of €400 million and received a notional amount of $436.0 million at a Euro to U.S. dollar exchange rate of 1.09, which included a gain of $1.4 million.

 

On February 1, 2024, the Company entered into another cross-currency swap agreement to hedge the variability of exchange rate impacts between the U.S. dollar and the Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $76.0 million for €70.0 million at a weighted average interest rate of 1.44%. The Company designated the cross-currency swap as a hedge of net investments against one of its Euro denominated subsidiaries, which requires an exchange of the notional amounts at maturity on February 3, 2025.

 

The cross-currency swaps were recorded as a derivative asset as of June 30, 2024 and  September 30, 2023 in the Condensed Consolidated Balance Sheets.

 

The cross-currency swap is marked to market at each reporting period, representing the fair value of the cross-currency swap, any changes in fair value are recognized as a component of “Accumulated other comprehensive loss” in the Condensed Consolidated Balance Sheets. The cross-currency swap is classified within Level 2 of the fair value hierarchy, described in Note 2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K and in Note 12, Fair Value Measurements below.

 

Interest earned on the cross-currency swap is recorded within “Interest income, net” in the Condensed Consolidated Statements of Operations. For the three months ended June 30, 2024 and 2023, the Company recorded interest income of $0.3 million and $1.8 million, respectively, on these instruments. For the nine months ended June 30, 2024 and 2023, the Company recorded interest income of $3.4 million and $7.1 million, respectively, on these instruments.

 

 

6. Goodwill and Intangible Assets

 

The Company conducts an impairment assessment annually on April 1, or more frequently if impairment indicators are present. Changes to the Company’s operating segments effective October 1, 2023 resulted in a change to the Company’s reporting units, which are aligned to the Company’s operating and reportable segments (as further described in Note 15, Segment and Geographic Information below).

 

As a result of this segment realignment, the Company allocated goodwill to the reporting units existing under the new organizational structure on a relative fair value basis as of October 1, 2023. The Company estimated the fair values of the affected businesses based upon the present value of their anticipated future cash flows. The Company’s determination of fair value involved judgment and the use of significant estimates and assumptions, as described in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K and in the “Critical Accounting Policies and Estimates” included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2023 Annual Report on Form 10-K.

 

15

 

In conjunction with the goodwill allocation described above, the Company tested its reporting units for potential impairment immediately before and after the segment realignment and concluded that the estimated fair value of each reporting unit exceeded its respective carrying value. As of October 1, 2023, the fair value of the B Medical Systems reporting unit exceeded its carrying value by approximately 5 percent.

 ​

During the second quarter of fiscal year 2024, as part of the Company’s routine long-term planning process, the Company assessed several events and circumstances that could affect the significant inputs used to determine the fair value of its reporting units, including updates to forecasted cash flows, the impact of the Company’s planned transformation initiatives and the overall change in the economic climate since its last impairment assessment in October 2023. The Company concluded it was more likely than not the fair value of the Company’s B Medical Systems segment was less than its carrying amount resulting from the reduction in the Company’s anticipated revenue growth rates for the current and subsequent years as compared to prior projections. As a result, the Company completed a quantitative goodwill impairment test for its reporting units in accordance with ASC 350, Intangibles Goodwill as of March 31, 2024.

 ​

For the quantitative goodwill impairment analyses performed, the Company compared the estimated fair values of each of its reporting units to their respective carrying amounts. The estimated fair values of each of the reporting units were derived using the income approach, specifically the Discounted Cash Flow (“DCF”) method. The DCF models used in the analysis reflected the Company’s assumptions regarding revenue growth rates, projected gross profit margins, risk-adjusted discount rates, terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of its reporting units. As part of the goodwill impairment test, the Company also considered its market capitalization and guideline public companies in assessing the reasonableness of the combined fair values estimated for its reporting units. Goodwill impairment is measured as the excess of a reporting unit's carrying amount over its estimated fair value, not to exceed the carrying amount of goodwill for that reporting unit.

 ​

The results of the Company’s quantitative goodwill impairment analyses as of March 31, 2024 indicated an impairment of goodwill within its B Medical Systems reporting unit resulting in a non-cash impairment charge of $111.3 million recorded within "Impairment of goodwill and intangible assets" in its Condensed Consolidated Statements of Operations during the three months ended March 31, 2024. The Company concluded that there was no impairment to goodwill for the SMS and Multiomics reporting units as of March 31, 2024 or the annual impairment testing date of April 1, 2024.

 ​

In the event the financial performance of any of the reporting units does not meet management’s expectations in the future, the Company experiences a prolonged macroeconomic downturn, or there are other negative revisions to key assumptions used in the DCF method used to value the reporting units, the Company may be required to perform additional impairment analyses with respect to such reporting units and could be required to recognize additional impairment charges.

 ​

The following table sets forth the changes in the carrying amount of goodwill by reportable segment since October 1, 2023 (in thousands). The Company has presented the October 1, 2023 balances to be consistent with the current segment structure.

 ​

  

Sample

             

 

Management

      

B Medical

     
  

Solutions

  

Multiomics

  

Systems

  

Total

 

Balance - October 1, 2023

 $478,601  $196,760  $108,978  $784,339 

Impairment

        (111,317)  (111,317)

Currency translation adjustments

  4,330      2,339   6,669 

Balance - June 30, 2024

 $482,931  $196,760  $  $679,691 

 

  

  

  

 

Accumulated goodwill impairments, June 30, 2024

 $  $  $(111,317) $(111,317)

 

16

 

As of March 31, 2024, prior to performing the quantitative goodwill impairment analyses, the Company performed a recoverability test of B Medical Systems long-lived assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets. The Company concluded no impairment of the B Medical Systems long-lived asset group existed as of March 31, 2024. The Company’s assessment was based on its estimates and assumptions, similar to those described above related to goodwill, a number of which are based on external factors and the exercise of management judgment.

 ​

The components of the Company’s identifiable intangible assets as of June 30, 2024 and  September 30, 2023 are as follows (in thousands):

 

 

June 30, 2024

  

September 30, 2023

 

 

  

Accumulated

  

Net Book

  

  

Accumulated

  

Net Book

 

 

Cost

  

Amortization

  

Value

  

Cost

  

Amortization

  

Value

 

Patents

 $1,226  $1,190  $36  $1,226  $1,175  $51 

Completed technology

  217,691   74,588   143,103   215,430   56,021   159,409 

Trademarks and trade names

  6,721   2,624   4,097   6,630   1,445   5,185 

Non-competition agreements

           681   568   113 

Customer relationships

  284,688   178,449   106,239   290,800   161,257   129,543 

Other intangibles

  656   656      869   869    

Total

 $510,982  $257,507  $253,475  $515,636  $221,335  $294,301 

 

Amortization expense for intangible assets was $12.9 million and $12.2 million, respectively, for the three months ended June 30, 2024 and 2023. Amortization expense for intangible assets was $38.5 million and $36.1 million, respectively, for the nine months ended June 30, 2024 and 2023.

 

During the second quarter of fiscal year 2024, the Company discontinued its sample sourcing product offering (a product line within the SMS segment). As a result, the Company recorded a $4.7 million impairment of intangible assets related to the sample sourcing business within "Impairment of goodwill and intangible assets" in its Condensed Consolidated Statements of Operations during the three months ended March 31, 2024.

 

Estimated future amortization expense for the intangible assets for the remainder of fiscal year 2024 and the subsequent five fiscal years is as follows (in thousands):

 

Remainder of fiscal year 2024

 $12,623 

2025

  48,675 

2026

  44,230 

2027

  36,198 

2028

  29,906 

2029

  24,264 

 

 

7. Restructuring

 

2024 Restructuring Plan

 

In the second quarter of fiscal year 2024, the Company launched initiatives designed to optimize resources for future growth and improve efficiency across its organization. The focus of the initiatives is to improve the Company’s profitability, which includes facilities consolidation, portfolio optimization, and organization structure simplification. The Company expects to complete the activities included in these initiatives by the end of fiscal year 2026. As of the date of issuance of the financial statements for the quarterly period ended June 30, 2024, the Company has not identified restructuring actions related to these initiatives that will result in additional material charges. The Company expects to identify additional actions as it further refines its plan, and the related initiatives in future periods will be recorded when specified criteria are met, including but not limited to, communication of benefit arrangements or when the costs have been incurred.

 

17

 

The majority of the restructuring expenses associated with the initiatives described above for the three and nine months ended June 30, 2024 are severance and related costs, operating lease related right-of-use (“ROU”) asset abandonment, and fixed assets and other asset write-offs. Of the total restructuring expenses in the nine months ended June 30, 2024, $4.9 million is related to B Medical Systems segment; $2.6 million is related to SMS segment; $3.0 million is the Company’s headquarters operating lease related ROU asset abandonment and corporate related severance costs.

 

2023 Cost Savings Plans

 

In the second and third quarters of fiscal year 2023, the Company announced cost savings plans designed to position the Company to meet the needs of its customers and accelerate growth of the business.

 

The restructuring expenses associated with the 2023 cost savings plans for the three and nine months ended June 30, 2023 are severance and related costs.

 

The following table sets forth restructuring charges recognized for the three and nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Severance and related costs

 $1,216  $812  $4,447  $3,773 

Property, plant and equipment and other asset write-offs

  489      4,151    

ROU asset abandonment

        901    

Other

  359      1,029    

Total restructuring charges

 $2,064  $812  $10,528  $3,773 

 

The following table sets forth the activity in the severance and related costs accruals for the nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Nine Months Ended June 30,

 

 

2024

  

2023

 

Balance at beginning of period

 $1,011  $462 

Provisions

  4,447   3,773 

Payments

  (3,314)  (3,442)

Balance at end of period

 $2,144  $793 

 

 

8. Supplementary Balance Sheet Information

 

Inventories

 

The following is a summary of inventories at June 30, 2024 and  September 30, 2023 (in thousands):

 

 

June 30,

  

September 30,

 

 

2024

  

2023

 

        

Raw materials and purchased parts

 $56,341  $59,861 

Work-in-process

  10,504   11,400 

Finished goods

  48,425   56,937 

Total inventories

 $115,270  $128,198 

 

Inventory reserves were $9.0 million and $5.0 million, respectively, at June 30, 2024 and  September 30, 2023.

 

18

 

Warranty and Retrofit Costs

 

The following is a summary of product and warranty retrofit activity for the nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Nine Months Ended June 30,

 

 

2024

  

2023

 

 

  

 

Balance at beginning of period

 $10,223  $2,890 

Adjustment for acquisitions

     2,303 

Accruals for warranties during the period

  1,031   3,936 

Costs incurred during the period

  (1,903)  (2,871)

Balance at end of period

 $9,351  $6,258 

 

 

9. Stockholders Equity

 

Share Repurchases

 

During the three months ended June 30, 2024, the Company repurchased 4.2 million shares of common stock for $225.9 million (excluding fees, commissions, and excise tax) pursuant to the 2022 share repurchase authorization. During the nine months ended June 30, 2024, the Company repurchased 7.7 million shares of common stock for $412.6 million (excluding fees, commissions, and excise tax) pursuant to the 2022 share repurchase authorization. As of June 30, 2024, the Company accrued $3.9 million for excise tax related to share repurchases, which is considered an additional cost of the share repurchases and a reduction to stockholders’ equity in the Condensed Consolidated Balance Sheets.

 ​

Accumulated Other Comprehensive Income (Loss)

 ​

The following is a summary of the components of accumulated other comprehensive income (loss), net of tax for the nine months ended June 30, 2024 and 2023 (in thousands):

 ​

 

  

Unrealized

  

  

  

 

 

  

Gains (Losses)

  

  

  

 

 

  

on Available-

  

​Gains (Losses)

  

Pension

  

 

 

Currency

  

for-Sale

  

on Derivative

  

Liability

  

 

 

Translation

  

Securities

  

asset

  

Adjustments

  

 

 

Adjustments

  

Net of tax

  

Net of tax

  

Net of tax

  

Total

 

Balance at September 30, 2022

 $(165,694) $(10,909) $93,020  $(333) $(83,916)

Other comprehensive income (loss) before reclassifications

  113,140   4,109   (70,478)     46,771 

Balance at June 30, 2023

 $(52,554) $(6,800) $22,542  $(333) $(37,145)

 

 

  

Unrealized

  

  

  

 

 

  

Gains (Losses)

  

  

  

 

 

  

on Available-

  

​Gains (Losses)

  

Pension

  

 

 

Currency

  

for-Sale

  

on Derivative

  

Liability

  

 

 

Translation

  

Securities

  

asset

  

Adjustments

  

 

 

Adjustments

  

Net of tax

  

Net of tax

  

Net of tax

  

Total

 

Balance at September 30, 2023

 $(88,448) $(5,135) $31,487  $(330) $(62,426)

Other comprehensive income (loss) before reclassifications

  21,725   3,799   (7,971)  (88)  17,465 

Amounts reclassified from accumulated other comprehensive income (loss)

           66   66 

Balance at June 30, 2024

 $(66,723) $(1,336) $23,516  $(352) $(44,895)

 

19

 

Unrealized gains (losses) on available-for-sale marketable securities are reclassified from “Accumulated other comprehensive income (loss)” into results of operations at the time of the securities’ sale, as described in Note 2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K. Amounts reclassified from “Accumulated other comprehensive income (loss)” related to pension liability adjustments represent amortization of actuarial gains and losses.

 ​

 

10. Revenue from Contracts with Customers

 

Disaggregated Revenue

 

The Company disaggregates revenue from contracts with customers in a manner that depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The following is revenue by significant business line for the three and nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Three months ended June 30,

  

Nine months ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Significant Business Line

 

  

  

  

 

Multiomics

 $63,619  $63,846  $188,556  $187,172 

Core Products (1)

  49,440   47,810   143,170   139,386 

Sample Repository Solutions

  31,233   27,531   90,646   82,452 

B Medical Systems

  28,517   26,761   63,888   83,705 

Total revenue

 $172,809  $165,948  $486,260  $492,715 

 

(1) Core Products are Automated Stores, Cryogenic Systems, Automated Sample Tube, and Consumables and Instruments.

 

Contract Balances

 

Accounts Receivable, Net. Accounts receivable represent rights to consideration in exchange for products or services that have been transferred by the Company, when payment is unconditional and only the passage of time is required before payment is due. The Company maintains an allowance for expected credit losses representing its best estimate of probable credit losses related to its existing accounts receivable. The Company determines the allowance for expected credit losses based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends, historical experience, and other information through the payment periods.

 

Contract Assets. Contract assets represent rights to consideration in exchange for products or services that have been transferred by the Company and payment is conditional on something other than the passage of time. These amounts typically relate to contracts where the right to invoice the customer is not present until completion of the contract or the achievement of specified milestones and the value of the products or services transferred exceed this constraint. Contract assets are classified as current as they are expected to convert to cash within one year. Contract asset balances which are included within “Prepaid expenses and other current assets” in the Company’s Condensed Consolidated Balance Sheet, were $26.9 million and $24.2 million at June 30, 2024 and  September 30, 2023, respectively.

 

Contract Liabilities. Contract liabilities represent the Company’s obligation to transfer products or services to a customer for which consideration has been received, or for which an amount of consideration is due from the customer. Contract assets and liabilities are reported on a net basis at the contract level, depending on the contract’s position at the end of each reporting period. Contract liabilities are included within “Deferred revenue” in the Condensed Consolidated Balance Sheet. Contract liabilities were $33.3 million and $34.6 million at June 30, 2024 and  September 30, 2023, respectively. The Company recognized revenues of $29.4 million and $26.8 million in the nine months ended June 30, 2024 and 2023, respectively, that were included in the contract liability balance at the beginning of each period.

 

20

 

Remaining Performance Obligations. Remaining performance obligations represent the transaction price of unsatisfied or partially satisfied performance obligations within contracts with an original expected contract term that is greater than one year and for which fulfillment of the contract has started as of the end of the reporting period. The aggregate amount of transaction consideration allocated to remaining performance obligations as of June 30, 2024 was $96.0 million. The following table summarizes when the Company expects to recognize the remaining performance obligations as revenue; the Company will recognize revenue associated with these performance obligations as transfer of control occurs (in thousands):

 

 

As of June 30, 2024

 

 

Less than 1 Year

  

Greater than 1 Year

  

Total

 

Remaining performance obligations

 $77,637  $18,392  $96,029 

 

 

11. Stock-Based Compensation

 

In accordance with the 2020 Equity Incentive Plan, the Company may issue to eligible employees options to purchase shares of the Company’s common stock, restricted stock units and other equity incentives, which vest upon the satisfaction of a performance condition and/or a service condition. In addition, the Company issues common stock to participating employees pursuant to an employee stock purchase plan, and may issue common stock awards and deferred restricted stock units to members of its board of directors in accordance with its board of director compensation program.

 

2020 Equity Incentive Plan

 

The following table reflects the total stock-based compensation expense recorded during the three and nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Restricted stock units

 $3,508  $3,604  $11,642  $8,997 

Employee stock purchase plan

  310   391   980   1,094 

Total stock-based compensation expense

 $3,818  $3,995  $12,622  $10,091 

 

Restricted Stock Unit Activity

 

The following table summarizes restricted stock unit activity for the nine months ended June 30, 2024:

 

 

  

Weighted

 

 

  

Average

 

 

  

Grant-Date

 

 

Shares

  

Fair Value

 

Outstanding as of September 30, 2023

  718,954  $67.40 

Granted

  610,574  $55.68 

Vested

  (181,639) $68.32 

Forfeited

  (322,588) $63.07 

Outstanding as of June 30, 2024

  825,301  $60.22 

 

The fair value of restricted stock units vested during the three and nine months ended June 30, 2024 was $0.4 million and $10.2 million, respectively. The fair value of restricted stock units vested during the three and nine months ended June 30, 2023 was $0.1 million and $9.7 million, respectively.

 

As of June 30, 2024, the future unrecognized stock-based compensation expense related to restricted stock units expected to vest is $22.7 million and is expected to be recognized over an estimated weighted average amortization period of 1.8 years.

 

21

 

Restricted stock units granted with performance goals may also have a required service period following the achievement of all or a portion of the performance goals. The following table reflects restricted stock units granted during the nine months ended June 30, 2024 and 2023:

 

 

Nine Months Ended June 30,

 

 

2024

  

2023

 

Time-based restricted stock units

  220,641   311,609 

Performance-based restricted stock units

  389,933   278,457 

Total units

  610,574   590,066 

 

Time-Based Restricted Stock Unit Grants

 

Restricted stock units granted with a required service period typically have three-year vesting schedules in which one-third of awards vest at each annual anniversary of grant date, subject to the award holders meeting service requirements.

 

Performance-Based Restricted Stock Unit Grants

 

Performance-based restricted stock units are earned based on the achievement of performance criteria established by the Human Resources and Compensation Committee and approved by the Board of Directors. The criteria for performance-based awards are weighted and have threshold, target, and maximum performance goals.

 

Performance-based restricted stock unit awards granted allow participants to earn 100% of restricted stock units if the Company’s performance meets or exceeds its target goal for each applicable financial metric, and up to a maximum of 200% if the Company’s performance for such metrics meets or exceeds the maximum or stretch goal. Performance below the minimum threshold for each financial metric results in award forfeiture. Performance goals are measured over a three-year period for each year’s restricted stock unit awards and at the end of the period to determine the number of restricted stock units earned, if any, by recipients who continue to meet the service requirement. Upon the third anniversary of each year’s restricted stock unit awards’ grant date, the Company’s Board of Directors approves the number of restricted stock units earned for participants who continue to meet the service requirements on the vesting date.

 

In October 2023, the Company’s Board of Directors approved an amendment to the performance goals associated with the previously issued performance-based restricted stock units for all impacted employees, excluding members of the executive team. The performance goals, as amended, are more reflective of the current macroeconomic environment and consideration toward employee retention in the competitive life sciences industry. Before the amendment, the original performance goals were not expected to be satisfied. Subsequent to the amendment, vesting became probable based on the forecasted achievement of the amended performance goals. The amendment of these restricted stock units is treated as a modification with the total potential maximum compensation cost of $5.5 million recognized over the service period through November 2025. The Company recorded expense of $0.3 million and $1.0 million for the three and nine months ended June 30, 2024, respectively, related to the modified awards.

  ​

 

12. Fair Value Measurements

 

See Note 2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K for information on the fair value hierarchy and the level of inputs used by the Company in determining fair value.

 

22

 

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

The following tables summarize assets and liabilities measured and recorded at fair value on a recurring basis in the Condensed Consolidated Balance Sheets as of June 30, 2024 and  September 30, 2023 (in thousands):

 

 

As of June 30, 2024

 

Description

 

Total Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

Cash equivalents

 $147,502  $147,253  $249  $ 

Available-for-sale securities

  405,382   112,633   292,749    

Convertible debt securities

  2,000         2,000 

Foreign exchange contracts

  201      201    

Net investment hedge

  834      834    

Total assets

 $555,919  $259,886  $294,033  $2,000 

 

 

As of September 30, 2023

 

Description

 

Total Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

Cash equivalents

 $525,952  $525,952  $  $ 

Available-for-sale securities

  450,211   85,949   364,262    

Foreign exchange contracts

  44      44    

Net investment hedge

  13,036      13,036    

Total assets

 $989,243  $611,901  $377,342  $ 

Liabilities:

                

Foreign exchange contracts

  421  $  $421  $ 

Total liabilities

 $421  $  $421  $ 

 

Cash Equivalents

 

The Company considers all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents primarily consist of money market funds and U.S. government backed securities with a maturity of three months or less. They are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. The fair values of these investments approximate their carrying values. Investments classified as Level 2 consist of debt securities that are valued using matrix pricing benchmarking because they are not actively traded and bank certificates of deposit with a maturity of three months or less. Matrix pricing is a mathematical technique used to value securities by relying on the securities’ relationship to other benchmark quoted prices.

 

Available-For-Sale Securities

 

Available-for-sale securities primarily consist of highly rated corporate debt securities, and U.S. government backed securities, which are classified as Level 1. Investments classified as Level 2 consist of debt securities that are valued using matrix pricing and benchmarking because they are not actively traded, and bank certificates of deposit. 

 

Convertible Debt Securities

 

In the third quarter of fiscal year 2024, the Company purchased $2.0 million principal amount of convertible notes issued by a private company. The convertible notes are loans to convert to an equity stake in the private company upon a predetermined conversion event. The Company has elected the fair value option in accordance with ASC 825, Financial Instruments ("ASC 825") to record the convertible notes. The fair value option under ASC 825 allows an entity to account for the entire financial instrument at fair value with subsequent changes in fair value recognized in earnings through the condensed consolidated statements of operations at each reporting date. The Company elected the fair value option methodology to account for the convertible notes because the Company believes it accurately reflects the value of the securities and embedded features in the financial statements. As of June 30, 2024, the fair value of the convertible notes was $2.0 million and is included in short-term marketable securities on the condensed consolidated balance sheets. The fair value determination is based on unobservable inputs (Level 3 on the fair value hierarchy) which were based on the best information available in the circumstance, including transaction pricing, recent acquisition, and market participant assumptions. The unobservable inputs used in the determination of the fair value of assets classified as Level 3 have an inherent measurement uncertainty that if changed could result in higher or lower fair value measurements of the assets as of the reporting date.

 

Foreign Exchange Contracts & Net Investment Hedge

 

The Company’s foreign exchange contract assets and liabilities, and its net investment hedge assets are measured and reported at fair value using the market method valuation technique. The inputs to this technique utilize current foreign currency exchange forward market rates published by third-party leading financial news and data providers. These are observable data that represent the rates that the financial institution uses for contracts entered into at that date; however, they are not based on actual transactions, so they are classified as Level 2.

 

23

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

In addition to assets and liabilities that are recorded at fair value on a recurring basis, impairment indicators may subject goodwill and long-lived assets to fair value measurement on a nonrecurring basis. As described in Note 6, Goodwill and Intangible Assets, as of June 30, 2024 the Company estimated the fair value of its reporting units using a DCF model. Because the inputs to the valuation model are largely unobservable and reflect the Company’s own assumptions, goodwill and long-lived assets are classified as Level 3.

 ​

 

13. Income Taxes

 

The Company recorded an income tax benefit of $0.5 million and $0.9 million during the three and nine months ended June 30, 2024, respectively. The tax benefit for the three months ended June 30, 2024 was driven by the Company's loss from operations. The tax benefit for the nine months ended June 30, 2024 was primarily driven by the pre-tax loss from operations offset by $1.7 million of charges related to a valuation allowance recorded against deferred tax assets in a foreign subsidiary, $0.5 million of stock compensation shortfall expense for tax deductions that were lower than the associated book compensation expense and $0.7 million of expenses related to a valuation allowance on beginning of year U.S. state deferred tax assets. The Company’s tax rate on the loss from operations was lower than statutory rates because the Company was not providing a full tax benefit on U.S. losses due to a partial valuation allowance being recorded against U.S. federal and state deferred tax assets during the current year. As a result of the valuation allowance, the benefit was reduced by $1.3 million and $9.6 million during the three and nine months ended June 30, 2024.

 

The Company recorded an income tax benefit of $1.2 million and $9.1 million, respectively, during the three and nine months ended June 30, 2023. The tax benefit for the three months ended  June 30, 2023 was primarily driven by the pre-tax loss from operations during the period. The tax benefit for the nine months ended June 30, 2023 was primarily driven by the pre-tax loss from operations and a $1.4 million deferred tax benefit resulting from the extension of a tax incentive in China. The effective tax rates for the three and nine months ended June 30, 2023 are slightly higher than statutory rates. The effective rates are driven higher than statutory rates by the discrete tax benefit in China noted above and the fair value adjustment of the contingent consideration related to the B Medical acquisition. The contingent consideration generated $18.5 million of pre-tax income that is not subject to income taxes, therefore, the tax benefit is being driven by a tax loss that is significantly higher than the book loss for these periods. 

 

       The Company evaluates the realizability of its deferred tax assets by tax-paying component and assesses the need for a valuation allowance on an annual and a quarterly basis. The Company evaluates the profitability of each tax-paying component on a historical cumulative basis and a forward-looking basis in the course of performing this analysis.

 

The Company has generated U.S. pre-tax losses in recent years but has been in an overall deferred tax liability position where future taxable temporary differences were considered sufficient to offset future deductible temporary differences. The Company expects to generate a U.S. loss during fiscal year 2024 which will result in a partial valuation allowance against U.S. federal and state deferred tax assets. In addition to the U.S. federal and state partial valuation allowance being recorded against deferred tax assets through the estimated annual effective tax rate, the Company has also recorded $0.7 million of valuation allowances against U.S. state deferred tax assets which related to beginning of year.

 

The Company also maintains a valuation allowance against net deferred tax assets on certain foreign tax-paying components.

 

24

 

During the nine months ended June 30, 2024, the Company repatriated approximately $455.0 million in cash from its German subsidiary. The Company recorded net tax benefits in the amount of $3.2 million related to the repatriation. The benefit included $5.2 million related to deductible U.S. foreign exchange losses on the repatriation measured at the foreign exchange rate on the date of repatriation. This benefit was offset by $2.0 million of state income taxes, net of federal benefit that was recorded during fiscal year 2023. During the nine months ended June 30, 2024, the Company reversed the $2.9 million deferred tax asset due to changes in foreign exchange rates up to the repatriation date. The impact was recorded against other comprehensive income.

 

The Company has not provided deferred income taxes on the outside basis difference of any foreign subsidiary and maintains its general assertion of indefinite reinvestment regarding those subsidiaries and the remaining earnings of its German subsidiary as of June 30, 2024.

 

The Company maintains liabilities for unrecognized tax benefits based on its estimates and assumptions. The Company recognizes interest related to unrecognized tax benefits as a component of the income tax provision or benefit. The Company recognized minimal interest expense related to its unrecognized tax benefits during the three and nine months ended June 30, 2024.

 

The Company is subject to U.S. federal, state, local and foreign income taxes in various jurisdictions. The amount of income taxes paid is subject to the Company’s interpretation of applicable tax laws in the jurisdictions in which it files.

 

In the normal course of business, the Company is subject to income tax audits in various global jurisdictions in which it operates. The years subject to examination vary for the United States and international jurisdictions, with the earliest tax year being 2018. Based on the outcome of these examinations or the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in the Condensed Consolidated Balance Sheets. The Company currently anticipates that it is reasonably possible that the unrecognized tax benefits and accrued interest on those benefits will not be reduced in the next twelve months due to the statute of limitations expirations. These unrecognized tax benefits would impact the effective tax rate if recognized.

 ​

 

14. Net Loss per Share

 

The calculations of basic and diluted net loss per share and basic and diluted weighted average shares outstanding are as follows for the three and nine months ended June 30, 2024 and 2023 (in thousands, except per share data):

 

 

Three Months Ended

  

Nine Months Ended

 

 

June 30,

  

June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Loss from continuing operations

 $(6,582) $(2,463) $(159,186) $(15,689)

Income (loss) from discontinued operations, net of tax

     993      (1,943)

Net loss

  (6,582)  (1,470)  (159,186)  (17,632)

 

  

  

  

 

Weighted average common shares outstanding used in computing basic loss per share

  52,963   63,432   54,914   68,494 

Weighted average common shares outstanding used in computing diluted loss per share

  52,963   63,432   54,914   68,494 

 

  

  

  

 

Basic net loss per share:

                

Loss from continuing operations

 $(0.12) $(0.04) $(2.90) $(0.23)

Income (loss) from discontinued operations, net of tax

     0.02      (0.03)

Basic net loss per share

 $(0.12) $(0.02) $(2.90) $(0.26)

 

  

  

  

 

Diluted net loss per share:

                

Loss from continuing operations

 $(0.12) $(0.04) $(2.90) $(0.23)

Income (loss) from discontinued operations, net of tax

     0.02      (0.03)

Diluted net loss per share

 $(0.12) $(0.02) $(2.90) $(0.26)

 

25

 

As a result of incurring a net loss from continuing operations for the three and nine months ended June 30, 2024 and 2023, outstanding restricted stock units and shares issued by the Company under the employee stock purchase plan were excluded from the computation of diluted loss per share as their effect would be antidilutive to earnings per share for continuing operations based on the treasury stock method.

 ​

 

15. Segment and Geographic Information

 

Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and to assess performance. The Company’s Chief Executive Officer is the Company’s CODM.

 

Effective October 1, 2023, the Company realigned its organizational structure to three principal business segments to enhance its commercial strategy for accelerating growth and to enable additional profitability initiatives. These segments align with changes in how the Company’s CODM manages the business, allocates resources, and assesses performance. The Company’s operating and reportable segments consist of the following:

 ​

 

Sample Management Solutions. The SMS business resources operate as a single business unit offering end-to-end sample management products and services, including: Sample Repository Solutions and Core Products (Automated Stores, Cryogenic Systems, Automated Sample Tube, and Consumables and Instruments).

 

Multiomics. The Multiomics business resources operate as a single business unit offering genomic and other sample analysis services, including gene sequencing and gene synthesis.

 

B Medical Systems. The B Medical Systems business resources operate as a single business unit focused on the manufacturing and distribution of temperature-controlled storage and transportation solutions in international markets to governments, health institutions, and non-government organizations.

 ​

The segment realignment had no impact on the Company’s consolidated financial position, results of operations, or cash flows. All segment information is reflective of this new structure, and prior period information has been recast to conform to our current period presentation.

 

Management considers adjusted operating income (loss), which excludes charges related to amortization of intangible assets, purchase accounting impact on inventory, transformation costs, restructuring charges, goodwill and intangible asset impairment, fair value adjustments to contingent consideration, merger and acquisition costs and costs related to share repurchase, governance-related matters, and other unallocated corporate expenses, as the primary performance metric when evaluating each segment’s operations.

 

26

 

The following is the summary of the financial information for the Company’s reportable segments for the three and nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Revenue:

 

             

Sample Management Solutions

 $80,673  $75,341  $233,816  $221,838 

Multiomics

  63,619   63,846   188,556   187,172 

B Medical Systems

  28,517   26,761   63,888   83,705 

Total revenue

 $172,809  $165,948  $486,260  $492,715 

 

  

  

  

 

Adjusted operating income (loss):

 

  

  

  

 

Sample Management Solutions

 $3,404  $813  $981  $(8,261)

Multiomics

  (730)  (3,412)  (7,147)  (10,487)

B Medical Systems

  1,908   1,520   (3,654)  4,456 

Segment adjusted operating income (loss)

  4,582   (1,079)  (9,820)  (14,292)

 

  

  

  

 

Amortization of completed technology

  6,316   4,656   18,315   13,725 

Purchase accounting impact on inventory

     2,956      8,737 

Amortization of other intangibles

  6,621   7,522   20,136   22,403 

Transformation costs (1)

  4,255   21   8,742   (34)

Restructuring charges

  2,064   812   10,528   3,773 

Impairment of goodwill and intangible assets

        115,975    

Contingent consideration - fair value adjustments

     (1,404)     (18,549)

Merger and acquisition costs and costs related to share repurchase (2)

  74   219   4,821   12,075 

Other unallocated corporate expenses

  6   (25)  49   76 

Total operating loss

  (14,754)  (15,836)  (188,386)  (56,498)

Interest income, net

  8,004   11,347   27,650   32,406 

Other income (expense), net

  (282)  819   650   (704)

Loss before income taxes

 $(7,032) $(3,670) $(160,086) $(24,796)

 

(1)

Transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits to the Company focused on cost reduction and productivity improvement that do not meet the definition of restructuring charges. These costs are directed at simplifying, standardizing, streamlining, and optimizing the Company’s operations, processes and systems to permanently alter the Company’s operations for the long term. For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs in the period result from actions taken as part of the Company’s 2024 transformation plan, and primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process & systems re-design.

(2)

Includes expenses related to governance-related matters.

 

The Company has corrected the segment adjusted operating income (loss) for the three and nine months ended June 30, 2023, as certain corporate expenses that are not part of the Company’s CODM’s review of operating segment performance were improperly included in the previously disclosed segment adjusted operating income (loss). The previously disclosed amount of total segment adjusted operating income (loss) for the reportable segments was understated by $7.6 million and $24.1 million, respectively, for the three and nine months ended June 30, 2023. The total net loss before income taxes remained unchanged in each period.

 ​

The following is the summary of the asset information for the Company’s reportable segments as of June 30, 2024 and  September 30, 2023 (in thousands):

 

Assets:

 

June 30, 2024

  

September 30, 2023

 

Sample Management Solutions

 $849,058  $675,708 

Multiomics

  458,578   534,437 

B Medical Systems

  230,754   511,640 

Total assets

 $1,538,390  $1,721,785 

 

27

 

The following is a reconciliation of the segment assets to the corresponding amounts presented in the Condensed Consolidated Balance Sheets as of June 30, 2024 and  September 30, 2023 (in thousands):

 

 

June 30,

  

September 30,

 

 

2024

  

2023

 

Segment assets

 $1,538,390  $1,721,785 

Cash and cash equivalents, restricted cash and marketable securities

  754,245   1,134,256 

Deferred tax assets

  1,231   571 

Other assets

  29,429   29,108 

Total assets

 $2,323,295  $2,885,720 

 

Revenue from external customers is attributed to geographic areas based on locations in which the product is shipped. Net revenue by geographic area for the three and nine months ended June 30, 2024 and 2023 are as follows (in thousands):

 

 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Geographic Location:

 

  

  

  

 

United States

 $95,196  $89,199  $274,184  $263,488 

Africa

  21,988   19,052   48,442   44,889 

China

  14,528   13,522   43,072   38,909 

United Kingdom

  8,086   8,737   19,427   19,939 

Rest of Europe

  22,985   23,579   71,667   84,433 

Asia Pacific/Other

  10,026   11,859   29,468   41,057 

Total revenue

 $172,809  $165,948  $486,260  $492,715 

 

The above table has been adjusted from previously reported to correct for a misclassification of revenue between China and other locations for the three and nine months ended June 30, 2023. The adjustment is immaterial and does not impact total revenue. The Company had one individual customer that accounted for 10% or more of its consolidated revenue for the three months ended June 30, 2024 and  June 30, 2023. The Company had one individual customer that accounted for 10% or more of its consolidated revenue for the nine months ended June 30, 2024 and 2023. This individual customer is the same for each period in 2024 and 2023, a distributor shipping to end users in approximately 30 countries, and is related to the B Medical segment. There were no customers that accounted for more than 10% of the Company’s accounts receivable balance as of June 30, 2024 and  September 30, 2023.

 

 

16. Commitments and Contingencies

 

Contingencies

 

The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or, in certain instances, provide reasonable ranges of potential losses.

 

The Company may also have certain indemnification obligations pursuant to claims made under the definitive agreement it entered into with Edwards Vacuum LLC (a member of the Atlas Copco Group) (“Edwards”) in connection with the Company’s sale of its semiconductor cryogenics business in the fourth quarter of fiscal year 2018. In the third quarter of fiscal year 2020, Edwards asserted claims for indemnification under the definitive agreement relating to alleged breaches of representations and warranties relating to customer warranty claims and inventory (the “2020 Claim”). In addition, in January 2023, Edwards filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York seeking indemnification from the Company under such definitive agreement for $1.0 million and other related damages, including interest and attorney’s fees, arising from a third-party claim that was included as part of their initial claims (the “2023 Claim”).

 

28

 

In April 2023, the Company responded to and filed a counterclaim against Edwards for the 2023 Claim alleging breach of the definitive agreements by Edwards and seeking a declaratory judgment. During the third quarter of fiscal year 2023, the Company and Edwards entered into a settlement agreement related to the 2023 Claim to avoid the costs and uncertainties of potential litigation. Under the settlement agreement, the Company paid Edwards $0.8 million from one of the indemnification escrows established at closing of the sale in return for the release of the 2023 Claim and the release to the Company of any residual funds in this escrow.

 

The Company accrued a liability of $2.5 million for the 2020 Claim and 2023 Claim of which $0.8 million was paid during the third quarter of fiscal year 2023. The 2020 Claim remains outstanding and $1.7 million remains in the balance of the accrued liability as of June 30, 2024.

 

The Company cannot determine the probability of any losses or outcome of the 2020 Claim including the amount of any indemnifiable losses, if any, resulting from these claims. However, the Company does not believe that this claim will have a material adverse effect on its consolidated financial position or results of operations. If the resolution of the 2020 Claim results in indemnifiable losses in excess of the applicable indemnification deductibles established under the definitive agreement, Edwards would be required to seek recovery under the representation and warranty insurance Edwards obtained in connection with the closing of the sale of the semiconductor cryogenics business. Management believes that any indemnifiable losses in excess of the applicable deductibles established in the definitive agreement would be covered by such insurance. For indemnifiable claims other than those arising from breaches of representations and warranties and for indemnifiable claims arising from breaches of representations and warranties exceeding the maximum coverage of the representations and warranties insurance policy, Edwards could seek recovery of such indemnifiable losses, if any, directly from the Company. In the event of unexpected subsequent developments and given the inherent unpredictability of these matters, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s consolidated financial position or results of operations in particular quarterly or annual periods.

 ​

Tariff Matter

 

With the assistance of a third-party consultant, during the first quarter of fiscal year 2021, the Company initiated a review of the value of transactions it used for intercompany imports into the United States from its GENEWIZ business. As a result of this review and a new interpretation surrounding the valuation method used to calculate the estimated transaction value, the Company revised its estimate of the tariffs owed and paid $5.9 million to the U.S. customs authorities during fiscal year 2022. The U.S. customers authorities completed the review and closed the matter related to the periods prior to November 2021. The U.S. customs authorities are currently in process of reviewing the Company’s calculation of tariffs for the periods after November 2021 to determine if any further tariffs are owed by the Company. The Company has revised its tariff calculation methodology to align with the new interpretation provided to it by U.S. customs authorities. The estimated amount owed to the U.S. customs authorities under this revised methodology for periods after November 2021 is $2.5 million and has been accrued in the Condensed Consolidated Balance Sheets.

 

Purchase Commitments

 

As of June 30, 2024, the Company had non-cancellable commitments of $71.4 million, comprised of purchase orders for inventory of $53.3 million and other operating expense commitments of $18.1 million.

 

29

 
 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

 

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and related notes contained in our Annual Report on Form 10-K for the year ended September 30, 2023 (the “2023 Annual Report on Form 10-K”). In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below and in the forward-looking statements. Factors that could cause or contribute to these differences include, without limitation, those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) as well as those described in the 2023 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q under “Information Related to Forward-Looking Statements” and Part II, Item 1A “Risk Factors”. All dollar amounts in the below MD&A are presented in U.S. dollars, unless otherwise noted or the context otherwise provides.

 

Our MD&A is organized as follows:

 

 

Overview. This section provides a general description of our business and operating segments as well as a brief discussion and overall analysis of our business and financial performance, including key developments affecting us during the three and nine months ended June 30, 2024 and 2023.

 

 

Critical Accounting Policies and Estimates. This section discusses accounting policies and estimates that require us to exercise subjective or complex judgments in their application. We believe these accounting policies and estimates are important to understanding the assumptions and judgments incorporated in our reported financial results.

 

 

Results of Operations. This section provides an analysis of our financial results for the three and nine months ended June 30, 2024 compared to the three and nine months ended June 30, 2023.

 

 

Liquidity and Capital Resources. This section provides an analysis of our liquidity and changes in cash flows as well as a discussion of contractual commitments.

 

OVERVIEW

 

We are a leading global provider of biological and chemical compound sample exploration and management solutions for the life sciences industry. We entered the life sciences market in 2011, leveraging our in-house precision automation and cryogenics capabilities that we were then applying in the semiconductor manufacturing market. This led us to develop solutions for automated ultra-cold storage. Since then, we have expanded our life sciences offerings through internal investments and through a series of acquisitions. We now support our customers from research and clinical development to commercialization with our sample management, automated storage, vaccine cold storage and transport, as well as genomic services expertise to help our customers bring impactful therapies to market faster. We understand the importance of sample integrity and offer a broad portfolio of products and services supporting customers at every stage of the life cycle of samples including procurement, automated storage systems, genomic services and a multitude of sample consumables, informatics and data software, along with sample repository solutions. Our expertise, global footprint and leadership positions enable us to be a trusted global partner to pharmaceutical, biotechnology and life sciences research institutions. In total, we employ approximately 3,300 full-time employees, part-time employees and contingent workers worldwide as of June 30, 2024 and have sales in approximately 150 countries. We are headquartered in Burlington, Massachusetts and have operations in North America, Asia, and Europe.

 

Our portfolio includes product and service offerings developed by us internally, as well as acquired through acquisitions, designed to provide comprehensive capabilities to our customers, addressing their needs in sample exploration and management, automated storage, multiomics, and cold chain solutions. We continue to develop new product and service offerings and enhance existing and acquired offerings through the expertise of our research and development resources. We believe our acquisition, investment and integration approach has allowed us to accelerate internal development and significantly accelerate time to market for our life sciences solutions.

 

 

Segments

 

Within our Sample Management Solutions segment, we operate as a single business unit offering end-to-end sample management products and services, including: Sample Repository Solutions and Core Products (Automated Stores, Cryogenic Systems, Automated Sample Tube and Consumables and Instruments). This portfolio provides customers with a high level of sample quality, security, availability, intelligence and integrity throughout the lifecycle of samples, providing customers with complete end-to-end “cold chain of custody” capabilities. We also offer expert-level consultation services to our clients throughout their experimental design and implementation processes.

 

Within our Multiomics segment, our genomics services business advances research and development activities by providing gene sequencing, synthesis, editing and related services. We offer a comprehensive, global portfolio that we believe has both broad appeal in the life sciences industry and enables customers to select the best solution for their research and development challenges. This portfolio also offers unique solutions for key markets such as cell and gene therapy, antibody development and biomarker discovery by addressing genomic complexity and throughput challenges.

 

Within our B Medical Systems segment, we provide temperature-controlled storage and transportation solutions that complement our cold chain capabilities, adding differentiated solutions for reliable and traceable transport of temperature-sensitive specimens worldwide. We offer end-to-end cold chain of custody capabilities for vaccines, blood components, and laboratory specimens through our portfolio of cold chain transport solutions, plasma freezers, contact shock freezers, ultra-low freezers, and real-time sample monitoring and location tracking solutions.

 

 

Business and Financial Performance

 

Basis of Presentation

 

Our condensed consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

 

Financial Performance

 

Our performance for the three and nine months ended June 30, 2024 and 2023 are as follows:

 

 

Three Months Ended June 30,

   

Nine Months Ended June 30,

 

In thousands

 

2024

   

2023

   

2024

   

2023

 

Revenue

  $ 172,809     $ 165,948     $ 486,260     $ 492,715  

Cost of revenue

    103,753       97,943       292,307       297,609  

Gross profit

    69,056       68,005       193,953       195,106  

Operating expenses

 

   

   

   

 

Research and development

    7,913       8,968       25,113       25,024  

Selling, general and administrative

    73,833       75,465       230,723       241,356  

Impairment of goodwill and intangible assets

                115,975        

Contingent consideration - fair value adjustments

          (1,404 )           (18,549 )

Restructuring charges

    2,064       812       10,528       3,773  

Total operating expenses

    83,810       83,841       382,339       251,604  

Operating loss

    (14,754 )     (15,836 )     (188,386 )     (56,498 )

Other income

 

   

   

   

 

Interest income, net

    8,004       11,347       27,650       32,406  

Other income (expense), net

    (282 )     819       650       (704 )

Loss before income taxes

    (7,032 )     (3,670 )     (160,086 )     (24,796 )

Income tax benefit

    (450 )     (1,207 )     (900 )     (9,107 )

Loss from continuing operations

    (6,582 )     (2,463 )     (159,186 )     (15,689 )

Income (loss) from discontinued operations, net of tax

          993             (1,943 )

Net loss

  $ (6,582 )   $ (1,470 )   $ (159,186 )   $ (17,632 )

 

Three months ended June 30, 2024 compared to three months ended June 30, 2023

 

Revenue increased 4% for the three months ended June 30, 2024 compared to the corresponding period in the prior fiscal year, driven by increased revenue in the Sample Management Solutions and B Medical Systems segments, while revenue in the Multiomics segment remained flat. Gross margin was 40% for the three months ended June 30, 2024 compared to 41% for the corresponding period in the prior fiscal year, driven by higher amortization expense and transformation costs in the current period as well as purchase accounting impacts to inventory in the prior year period which did not reoccur, partially offset by higher revenue and operational efficiencies. Operating expenses remained flat during the three months ended June 30, 2024 compared to the corresponding period in the prior fiscal year driven by decreased research and development and selling, general and administrative expenses, offset by increased restructuring charges related to the Company's cost reduction initiatives launched in fiscal year 2024. Additionally, we recognized a benefit of $1.4 million of fair value contingent consideration adjustments related to the B Medical Systems segment in the three months ended June 30, 2023 which did not reoccur in fiscal year 2024. We generated a net loss of $6.6 million for the three months ended June 30, 2024 compared to a net loss of $1.5 million for the three months ended June 30, 2023, primarily driven by the decrease in interest and other income.

 

 

Nine months ended June 30, 2024 compared to nine months ended June 30, 2023

 

Revenue decreased 1% for the nine months ended June 30, 2024 compared to the corresponding period in the prior fiscal year, driven by decreased revenue in the B Medical Systems segment, partially offset by increased revenue in the Sample Management Solutions and Multiomics segments. Gross margin was 40% for the nine months ended June 30, 2024, which is consistent with the corresponding period in the prior fiscal year. Gross margin in the 2024 period was driven by margin expansion in the Sample Management Solutions and Multiomics segments, offset by margin pressure from decreased revenue in the B Medical Systems segment. Operating expenses increased $131 million during the nine months ended June 30, 2024 compared to the corresponding period in the prior fiscal year, primarily due to the non-cash impairment of goodwill and intangible assets and increased restructuring charges recognized in the nine months ended June 30, 2024, partially offset by decreased selling, general and administrative expenses. Additionally, we recognized a benefit of $18.5 million of fair value contingent consideration adjustments related to the B Medical Systems segment in the nine months ended June 30, 2023 which did not reoccur in fiscal year 2024. We generated a net loss of $159.2 million for the nine months ended June 30, 2024 compared to a net loss of $17.6 million for the nine months ended June 30, 2023, primarily driven by the impairment of goodwill and intangible assets, a lower income tax benefit, and decreased interest income.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The preparation of the interim condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and consider various other assumptions that are believed to be reasonable under the circumstances. We evaluate current and anticipated worldwide economic conditions, both in general and specifically in relation to the life sciences industry, that serve as a basis for making judgments about the carrying values of assets and liabilities that are not readily determinable based on information from other sources. Actual results may differ from these estimates under different assumptions or conditions that could have a material impact on our financial condition and results of operations.

 

The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q are described in the Critical Accounting Policies Estimates included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2023 Annual Report on Form 10-K. There have been no material changes to our critical accounting policies or estimates from those set forth in our Annual Report on Form 10-K.

 

 

RESULTS OF OPERATIONS

 

Please refer to the commentary provided below for further discussion and analysis of the factors contributing to our results from operations for the three and nine months ended June 30, 2024 compared to the three and nine months ended June 30, 2023.

 

Non-GAAP Financial Measures

 

Non- GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management adjusts the GAAP results for the impact of amortization of intangible assets, purchase accounting impact on inventory, transformation costs, restructuring charges, goodwill and intangible asset impairment, fair value adjustments to contingent consideration, governance-related matters, merger and acquisition costs and costs related to share repurchase, and other unallocated corporate expenses to provide investors better perspective on the results of operations which the Company believes is more comparable to the similar analysis provided by its peers. Management also excludes special charges and gains, such as gains and losses from the sale of assets, certain tax benefits and charges, as well as other gains and charges that are not representative of the normal operations of the business. Management strongly encourages investors to review our financial statements and publicly filed reports in their entirety and not rely on any single measure. A reconciliation of non-GAAP measures to the most nearly comparable GAAP measures is included under “Operating Loss” and “Gross Margin” below.

 

 

Revenue

 

Our revenue performance for the three and nine months ended June 30, 2024 and 2023 is as follows:

 

 

Three Months Ended June 30,

   

Nine Months Ended June 30,

 

 

   

   

% Change

   

   

   

% Change

 

In thousands, except percentages

 

2024

   

2023

   

2024 v. 2023

   

2024

   

2023

   

2024 v. 2023

 

Sample Management Solutions

  $ 80,673     $ 75,341       7.1 %   $ 233,816     $ 221,838       5.4 %

Multiomics

    63,619       63,846       (0.4 )%     188,556       187,172       0.7 %

B Medical Systems

    28,517       26,761       6.6 %     63,888       83,705       (23.7 )%

Total revenue

  $ 172,809     $ 165,948       4.1 %   $ 486,260     $ 492,715       (1.3 )%

 

Three months ended June 30, 2024 compared to three months ended June 30, 2023

 ​

Revenue for the three months ended June 30, 2024 increased 4% compared to the corresponding prior fiscal year period, driven by 7% increases in both our Sample Management Solutions and B Medical Systems segments, while revenue in our Multiomics segment remained flat.

 ​

Our B Medical Systems segment revenue for the three months ended June 30, 2024 increased 7% compared to the corresponding prior fiscal year period, primarily due to the timing of orders for cold chain equipment.

 

Our Sample Management Solutions segment revenue for the three months ended June 30, 2024 increased 7% compared to the corresponding prior fiscal year period driven by revenue growth in the Cryogenic Systems, Consumables and Instruments and Sample Repository Solutions businesses, partially offset by a decline in Clinical Stores.

 

Our Multiomics segment revenue for the three months ended June 30, 2024 remained flat compared to the corresponding prior fiscal year period driven by revenue growth in Next Generation Sequencing and Gene Synthesis, offset by a decline in Sanger sequencing services.

 

Revenue generated outside the United States was $77.6 million, or 45% of total revenue, for the three months ended June 30, 2024 compared to $76.1 million, or 46% of total revenue, for the corresponding period in the prior fiscal year.

 

Nine months ended June 30, 2024 compared to nine months ended June 30, 2023

 ​

Revenue for the nine months ended June 30, 2024 decreased 1% compared to the corresponding period in the prior fiscal year, driven by a 24% decrease in our B Medical Systems segment, partially offset by a 5% increase in our Sample Management Solutions segment and a 1% increase in our Multiomics segment.

 ​

Our B Medical Systems segment revenue for the nine months ended June 30, 2024 decreased 24% compared to the corresponding prior fiscal year period, primarily due to the timing of orders for cold chain equipment.

 

Our Sample Management Solutions segment revenue for the nine months ended June 30, 2024 increased 5% compared to the corresponding prior fiscal year period driven by revenue growth in the Automated Stores and Sample Repository Solutions businesses.

 

Our Multiomics segment revenue for the nine months ended June 30, 2024 increased 1% compared to the corresponding prior fiscal year period driven by revenue growth in Next-Generation Sequencing and Gene Synthesis, partially offset by a decline in Sanger sequencing services.

 

Revenue generated outside the United States was $212.1 million, or 44% of total revenue, for the nine months ended June 30, 2024 compared to $228.5 million, or 46% of total revenue, for the corresponding period in the prior fiscal year.

 

 

 

Operating Loss

 

Our operating loss performance for the three and nine months ended June 30, 2024 and 2023 is as follows (in thousands, except percentages):

 

 

Three Months Ended June 30,

 

 

Sample Management Solutions

   

Multiomics

   

B Medical Systems

 

 

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenue:

  $ 80,673     $ 75,341     $ 63,619     $ 63,846     $ 28,517     $ 26,761  

 

   

   

   

   

   

 

Operating income (loss):

 

   

   

   

   

   

 

Operating income (loss)

  $ 2,469     $ 70     $ (1,768 )   $ (4,632 )   $ (5,142 )   $ (4,129 )

Amortization of completed technology

    1,010       744       1,038       1,220       4,268       2,692  

Purchase accounting impact on inventory

                                  2,956  

Amortization of other intangibles

    51       (1 )                       1  

Transformation costs(1)

    (127 )                       2,783        

Other adjustment

    1                         (1 )      

Total adjusted operating income (loss)

  $ 3,404     $ 813     $ (730 )   $ (3,412 )   $ 1,908     $ 1,520  

Operating margin

    3.1 %     0.1 %     (2.8 )%     (7.3 )%     (18.0 )%     (15.4 )%

Adjusted operating margin

    4.2 %     1.1 %     (1.1 )%     (5.3 )%     6.7 %     5.7 %

 

 

Three Months Ended June 30,

 

 

Segment

   

Corporate

   

Azenta Total

 

 

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenue:

  $ 172,809     $ 165,948     $     $     $ 172,809     $ 165,948  

 

   

   

   

   

   

 

Operating income (loss):

 

   

   

   

   

   

 

Operating loss

  $ (4,441 )   $ (8,691 )   $ (10,313 )   $ (7,145 )   $ (14,754 )   $ (15,836 )

Amortization of completed technology

    6,316       4,656                   6,316       4,656  

Purchase accounting impact on inventory

          2,956                         2,956  

Amortization of other intangibles

    51             6,570       7,522       6,621       7,522  

Transformation costs(1)

    2,656             1,599       21       4,255       21  

Restructuring charges

                2,064       812       2,064       812  

Contingent consideration - fair value adjustments

                      (1,404 )           (1,404 )

Merger and acquisition costs and costs related to share repurchase(2)

                74       219       74       219  

Other adjustment

                (1 )     (2 )     (1 )     (2 )

Total adjusted operating income (loss)

  $ 4,582     $ (1,079 )   $ (7 )   $ 23     $ 4,575     $ (1,056 )

Operating margin

    (2.6 )%     (5.2 )%                 (8.5 )%     (9.5 )%

Adjusted operating margin

    2.7 %     (0.7 )%                 2.6 %     (0.6 )%

 

 

 

Nine Months Ended June 30,

 

 

Sample Management Solutions

   

Multiomics

   

B Medical Systems

 

 

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenue:

  $ 233,816     $ 221,838     $ 188,556     $ 187,172     $ 63,888     $ 83,705  

 

   

   

   

   

   

 

Operating income (loss):

 

           

   

   

   

 

Operating loss

  $ (2,259 )   $ (10,627 )   $ (10,264 )   $ (14,150 )   $ (19,133 )   $ (13,604 )

Amortization of completed technology

    2,853       2,106       3,117       3,661       12,345       7,957  

Purchase accounting impact on inventory

                                  8,737  

Amortization of other intangibles

    154       259                         1,366  

Transformation costs(1)

    231                         3,134        

Other adjustment

    2       1             2              

Total adjusted operating income (loss)

  $ 981     $ (8,261 )   $ (7,147 )   $ (10,487 )   $ (3,654 )   $ 4,456  

Operating margin

    (1.0 )%     (4.8 )%     (5.4 )%     (7.6 )%     (29.9 )%     (16.3 )%

Adjusted operating margin

    0.4 %     (3.7 )%     (3.8 )%     (5.6 )%     (5.7 )%     5.3 %

 

 

Nine Months Ended June 30,

 

 

Segment

   

Corporate

   

Azenta Total

 

 

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenue:

  $ 486,260     $ 492,715     $     $     $ 486,260     $ 492,715  

 

   

   

   

   

   

 

Operating loss:

 

   

   

   

   

   

 

Operating loss

  $ (31,656 )   $ (38,381 )   $ (156,730 )   $ (18,117 )   $ (188,386 )   $ (56,498 )

Amortization of completed technology

    18,315       13,724             1       18,315       13,725  

Purchase accounting impact on inventory

          8,737                         8,737  

Amortization of other intangibles

    154       1,625       19,982       20,778       20,136       22,403  

Transformation costs(1)

    3,365             5,377       (34 )     8,742       (34 )

Restructuring charges

                10,528       3,773       10,528       3,773  

Impairment of goodwill and intangible assets

                115,975             115,975        

Contingent consideration - fair value adjustments

                      (18,549 )           (18,549 )

Merger and acquisition costs and costs related to share repurchase(2)

                4,821       12,075       4,821       12,075  

Other adjustment

    2       3       (1 )     (3 )     1        

Total adjusted operating loss

  $ (9,820 )   $ (14,292 )   $ (48 )   $ (76 )   $ (9,868 )   $ (14,368 )

Operating margin

    (6.5 )%     (7.8 )%                 (38.7 )%     (11.5 )%

Adjusted operating margin

    (2.0 )%     (2.9 )%                 (2.0 )%     (2.9 )%

 

(1)

Transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits to the Company focused on cost reduction and productivity improvement that do not meet the definition of restructuring charges. These costs are directed at simplifying, standardizing, streamlining, and optimizing the Company’s operations, processes and systems to permanently alter the Company’s operations for the long term. For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs in the period result from actions taken as part of the Company’s 2024 transformation plan, and primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process & systems re-design.

(2)

Includes expenses related to governance-related matters.

 ​

 

Three months ended June 30, 2024 compared to three months ended June 30, 2023

 

Operating income for the Sample Management Solutions segment was $2.5 million for the three months ended June 30, 2024 compared to operating income of $0.1 million in the corresponding period in the prior fiscal year. The Sample Management Solutions segment operating margin was 3.1%, an increase of 297 basis points for the three months ended June 30, 2024 compared to the corresponding period in the prior fiscal year. The increase in operating income and operating margin were primarily driven by higher revenue, supported by operating leverage and cost reduction initiatives. Adjusted operating income was $3.4 million for the three months ended June 30, 2024 compared to adjusted operating income of $0.8 million in the corresponding period in the prior fiscal year. Adjusted operating margin was 4.2%, an increase of 314 basis points for the three months ended June 30, 2024 compared to the corresponding period in the prior fiscal year. Adjusted operating income and margin exclude the impact of amortization of intangible assets of $1.1 million and $0.7 million for the three months ended June 30, 2024 and 2023, respectively, and transformation cost benefit of $0.1 million for the three months ended June 30, 2024.

 

Operating loss for the Multiomics segment was $1.8 million for the three months ended June 30, 2024 compared to an operating loss of $4.6 million in the corresponding period in the prior fiscal year. The Multiomics segment operating margin was (2.8)%, an increase of 448 basis points for the three months ended June 30, 2024 compared to the corresponding period in the prior fiscal year. The decrease in operating loss and increase in operating margin were primarily driven by higher gross profit and lower operating expenses due to cost reduction initiatives. Adjusted operating loss was $0.7 million for the three months ended June 30, 2024 compared to adjusted operating loss of $3.4 million in the corresponding period of the prior fiscal year. Adjusted operating margin was (1.1)%, an increase of 420 basis points for the three months ended June 30, 2024 compared to the corresponding period in the prior fiscal year. Adjusted operating loss and margin exclude the impact of amortization related to completed technology of $1.0 million and $1.2 million for the three months ended June 30, 2024 and 2023, respectively.

 

Operating loss for the B Medical Systems segment was $5.1 million for the three months ended June 30, 2024 compared to an operating loss of $4.1 million in the corresponding period in the prior fiscal year. The B Medical Systems segment operating margin was (18.0)%, a decrease of 260 basis points for the three months ended June 30, 2024 compared to the corresponding period in the prior fiscal year. The increase in operating loss and decrease in operating margin were primarily driven by lower volume of cold chain sales in the product mix, partially offset by higher revenue and lower operating expenses due to cost reduction initiatives. Adjusted operating income was $1.9 million for the three months ended June 30, 2024 compared to adjusted operating income of $1.5 million in the corresponding period in the prior fiscal year. Adjusted operating margin was 6.7%, an increase of 101 basis points for the three months ended June 30, 2024 compared to the corresponding period in the prior fiscal year. Adjusted operating income and margin exclude the impact of amortization related to completed technology of $4.3 million and $2.7 million for the three months ended June 30, 2024 and 2023, respectively, transformation costs of $2.8 million for the three months ended June 30, 2024 and purchase accounting impact on inventory of $3.0 million for the three months ended June 30, 2023.

 

Nine months ended June 30, 2024 compared to nine months ended June 30, 2023

 

Operating loss for the Sample Management Solutions segment was $2.3 million for the nine months ended June 30, 2024 compared to an operating loss of $10.6 million in the corresponding period in the prior fiscal year. The Sample Management Solutions segment operating margin was (1.0)%, an increase of 382 basis points for the nine months ended June 30, 2024 compared to the corresponding period in the prior fiscal year. The decrease in operating loss and increase in operating margin were primarily driven by higher revenue, supported by operating leverage and cost reduction initiatives. Adjusted operating income was $1.0 million for the nine months ended June 30, 2024 compared to adjusted operating loss of $8.3 million in the corresponding period in the prior fiscal year. Adjusted operating margin was 0.4%, an increase of 414 basis points for the nine months ended June 30, 2024 compared to the corresponding period in the prior fiscal year. Adjusted operating income and margin exclude the impact of amortization of intangible assets of $3.0 million and $2.4 million for the nine months ended June 30, 2024 and 2023, respectively, and transformation costs of $0.2 million for the nine months ended June 30, 2024.

 

Operating loss for the Multiomics segment was $10.3 million for the nine months ended June 30, 2024 compared to an operating loss of $14.2 million in the corresponding period in the prior fiscal year. The Multiomics segment operating margin was (5.4)%, an increase of 212 basis points for the nine months ended June 30, 2024 compared to the corresponding period in the prior fiscal year. The decrease in operating loss and increase in operating margin were primarily driven by higher gross profit and lower operating expenses due to cost reduction initiatives. Adjusted operating loss was $7.1 million for the nine months ended June 30, 2024 compared to adjusted operating loss of $10.5 million in the corresponding period in the prior fiscal year. Adjusted operating margin was (3.8)%, an increase of 181 basis points for the nine months ended June 30, 2024 compared to the corresponding period in the prior fiscal year. Adjusted operating loss and margin exclude the impact of amortization related to completed technology of $3.1 million and $3.7 million for the nine months ended June 30, 2024 and 2023, respectively.

 

Operating loss for the B Medical Systems segment was $19.1 million for the nine months ended June 30, 2024 compared to an operating loss of $13.6 million in the corresponding period in the prior fiscal year. The B Medical Systems segment operating margin was (29.9)%, a decrease of 1,370 basis points for the nine months ended June 30, 2024 compared to the corresponding period in the prior fiscal year. The increase in operating loss and decrease in operating margin were primarily due to product mix with lower volume of cold chain sales, partially offset by lower operating expenses due to decreased commissions on cold chain sales and cost reduction initiatives. Adjusted operating loss was $3.7 million for the nine months ended June 30, 2024 compared to adjusted operating income of $4.5 million in the corresponding period in the prior fiscal year. Adjusted operating margin was (5.7)%, a decrease of 1,104 basis points for the nine months ended June 30, 2024 compared to the corresponding period in the prior fiscal year. Adjusted operating loss and margin exclude the impact of amortization of intangible assets of $12.3 million and $9.3 million for the nine months ended June 30, 2024 and 2023, respectively, transformation costs of $3.1 million for the nine months ended June 30, 2024 and purchase accounting impact on inventory of $8.7 million for the nine months ended June 30, 2023.

 

 

 

Gross Margin

 

Our gross margin performance for the three and nine months ended June 30, 2024 and 2023 is as follows (in thousands, except percentages):

 

 

Three Months Ended June 30,

 

 

Sample Management Solutions

   

Multiomics

   

B Medical Systems

   

Azenta Total

 

 

2024

   

2023

   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenue

  $ 80,673     $ 75,341     $ 63,619     $ 63,846     $ 28,517     $ 26,761     $ 172,809     $ 165,948  

 

   

   

   

   

         

   

 

Gross profit

  $ 36,279     $ 34,930     $ 29,199     $ 28,294     $ 3,578     $ 4,781     $ 69,056     $ 68,005  

Adjustments:

 

         

         

         

   

 

Amortization of completed technology

    1,010       744       1,038       1,220       4,268       2,692       6,316       4,656  

Purchase accounting impact on inventory

                                  2,956             2,956  

Transformation costs(1)

    (127 )                       2,783             2,656        

Adjusted gross profit

  $ 37,162     $ 35,674     $ 30,237     $ 29,514     $ 10,629     $ 10,429     $ 78,028     $ 75,617  

Gross margin

    45.0 %     46.4 %     45.9 %     44.3 %     12.5 %     17.9 %     40.0 %     41.0 %

Adjusted gross margin

    46.1 %     47.3 %     47.5 %     46.2 %     37.3 %     39.0 %     45.2 %     45.6 %

 

 

Nine Months Ended June 30,

 

 

Sample Management Solutions

   

Multiomics

   

B Medical Systems

   

Azenta Total

 

 

2024

   

2023

   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenue

  $ 233,816     $ 221,838     $ 188,556     $ 187,172     $ 63,888     $ 83,705     $ 486,260     $ 492,715  

 

   

   

   

   

   

   

   

 

Gross profit

  $ 102,494     $ 94,509     $ 85,391     $ 83,013     $ 6,068     $ 17,584     $ 193,953     $ 195,106  

Adjustments:

 

   

   

   

   

   

   

   

 

Amortization of completed technology

    2,853       2,106       3,117       3,661       12,345       7,957       18,315       13,724  

Purchase accounting impact on inventory

                                  8,737             8,737  

Transformation costs(1)

    231                         3,134             3,365        

Adjusted gross profit

  $ 105,578     $ 96,615     $ 88,508     $ 86,674     $ 21,547     $ 34,278     $ 215,633     $ 217,567  

Gross margin

    43.8 %     42.6 %     45.3 %     44.4 %     9.5 %     21.0 %     39.9 %     39.6 %

Adjusted gross margin

    45.2 %     43.6 %     46.9 %     46.3 %     33.7 %     41.0 %     44.3 %     44.2 %

 

(1)

 

Transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits to the Company focused on cost reduction and productivity improvement that do not meet the definition of restructuring charges. These costs are directed at simplifying, standardizing, streamlining, and optimizing the Company’s operations, processes and systems to permanently alter the Company’s operations for the long term. For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs in the period result from actions taken as part of the Company’s 2024 transformation plan, and primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process & systems re-design.

 ​

Three months ended June 30, 2024 compared to three months ended June 30, 2023

 

The Sample Management Solutions segment gross margin was 45.0% for the three months ended June 30, 2024, a decrease of 139 basis points compared to the corresponding period in the prior fiscal year. Adjusted gross margin was 46.1% for the three months ended June 30, 2024, a decrease of 124 basis points compared to the corresponding period in the prior fiscal year, driven by lower gross margin for the Core Products business partially offset by higher gross margin for the Sample Repository Solutions business. Adjusted gross margin excludes the impact of amortization related to completed technology of $1.0 million and $0.7 million for the three months ended June 30, 2024 and 2023, respectively, and transformation cost benefit of $0.1 million for the three months ended June 30, 2024.

 

The Multiomics segment gross margin was 45.9% for the three months ended June 30, 2024, an increase of 158 basis points compared to the corresponding period in the prior fiscal year. Adjusted gross margin was 47.5% for the three months ended June 30, 2024, an increase of 130 basis points compared to the corresponding period in the prior fiscal year, driven by higher gross margin for the Next Generation Sequencing and Gene Synthesis businesses, partially offset by lower gross margin for Sanger sequencing services. Adjusted gross margin excludes the impact of amortization related to completed technology of $1.0 million and $1.2 million for the three months ended June 30, 2024 and 2023, respectively.

 

 

The B Medical Systems segment gross margin was 12.5% for the three months ended June 30, 2024, a decrease of 532 basis points compared to the corresponding period in the prior fiscal year. Adjusted gross margin was 37.3% for the three months ended June 30, 2024, a decrease of 170 basis points compared to the corresponding period in the prior fiscal year, driven by product mix with lower volume of cold chain sales, partially offset by higher revenue. Adjusted gross margin excludes the impact of amortization related to completed technology of $4.3 million and $2.7 million for the three months ended June 30, 2024 and 2023, respectively, transformation costs of $2.8 million for the three months ended June 30, 2024 and purchase accounting impact on inventory of $3.0 million for the three months ended June 30, 2023. 

 

Nine months ended June 30, 2024 compared to nine months ended June 30, 2023

 

The Sample Management Solutions segment gross margin was 43.8% for the nine months ended June 30, 2024, an increase of 123 basis points compared to the corresponding period in the prior fiscal year. Adjusted gross margin was 45.2% for the nine months ended June 30, 2024, an increase of 160 basis points compared to the corresponding period in the prior fiscal year, driven by higher gross margin for both the Core Products and Sample Repository Solutions businesses. Adjusted gross margin excludes the impact of amortization related to completed technology of $2.9 million and $2.1 million for the nine months ended June 30, 2024 and 2023, respectively, and transformation costs of $0.2 million for the nine months ended June 30, 2024.

 

The Multiomics segment gross margin was 45.3% for the nine months ended June 30, 2024, an increase of 94 basis points compared to the corresponding period in the prior fiscal year. Adjusted gross margin was 46.9% for the nine months ended June 30, 2024, an increase of 63 basis points compared to the corresponding period in the prior fiscal year, driven by higher gross margin for the Gene Synthesis business, partially offset by lower gross margin for Next Generation Sequencing and Sanger sequencing services. Adjusted gross margin excludes the impact of amortization related to completed technology of $3.1 million and $3.7 million for the nine months ended June 30, 2024 and 2023, respectively.

 

The B Medical Systems segment gross margin was 9.5% for the nine months ended June 30, 2024, a decrease of 1,151 basis points compared to the corresponding period in the prior fiscal year. Adjusted gross margin was 33.7% for the nine months ended June 30, 2024, a decrease of 722 basis points compared to the corresponding period in the prior fiscal year, primarily due to lower volume of cold chain sales in the product mix. Adjusted gross margin excludes the impact of amortization related to completed technology of $12.3 million and $8.0 million for the nine months ended June 30, 2024 and 2023, respectively, transformation costs of $3.1 million for the nine months ended June 30, 2024 and purchase accounting impact on inventory of $8.7 million for the nine months ended June 30, 2023.

 

 

Research and Development Expenses

 

Our research and development expenses for the three and nine months ended June 30, 2024 and 2023 are as follows:

 ​

 

Three Months Ended June 30,

   

Nine Months Ended June 30,

 

 

2024

   

2023

   

2024

   

2023

 

 

In thousands

   

% of Revenue

   

In thousands

   

% of Revenue

   

In thousands

   

% of Revenue

   

In thousands

   

% of Revenue

 

Sample Management Solutions

  $ 4,214       5.2 %   $ 4,503       6.0 %   $ 13,209       5.6 %   $ 12,765       5.8 %

Multiomics

    2,737       4.3 %     3,048       4.8 %     8,789       4.7 %     9,072       4.8 %

B Medical Systems

    962       3.4 %     1,417       5.3 %     3,115       4.9 %     3,187       3.8 %

Total research and development expense

  $ 7,913       4.6 %   $ 8,968       5.4 %   $ 25,113       5.2 %   $ 25,024       5.1 %

 

Total research and development expenses decreased $1.1 million for the three months ended June 30, 2024 compared to the corresponding period in the prior fiscal year, driven by cost reduction initiatives across all three business segments, primarily from decreased expenditures for external services and decreased compensation and benefits expense.

 

Total research and development expenses increased $0.1 million for the nine months ended June 30, 2024 compared to the corresponding period in the prior fiscal year, driven by increased product development expenses in our Sample Management Solutions segment.

 

 

Selling, General and Administrative Expenses

 

Our selling, general and administrative expenses for the three and nine months ended June 30, 2024 and 2023 are as follows:

 

 

Three Months Ended June 30,

   

Nine Months Ended June 30,

 

 

2024

   

2023

   

2024

   

2023

 

 

In thousands

   

% of Revenue

   

In thousands

   

% of Revenue

   

In thousands

   

% of Revenue

   

In thousands

   

% of Revenue

 

Sample Management Solutions

  $ 29,596       36.7 %   $ 30,357       40.3 %   $ 91,545       39.2 %   $ 92,360       41.6 %

Multiomics

    28,230       44.4 %     29,879       46.8 %     86,866       46.1 %     88,084       47.1 %

B Medical Systems

    7,758       27.2 %     7,492       28.0 %     22,085       34.6 %     28,002       33.5 %

Corporate

    8,249       4.8 %     7,737       4.7 %     30,227       6.2 %     32,910       6.7 %

Total selling, general and administrative expense

  $ 73,833       42.7 %   $ 75,465       45.5 %   $ 230,723       47.4 %   $ 241,356       49.0 %

 

Total selling, general and administrative expenses decreased $1.6 million for the three months ended June 30, 2024 compared to the corresponding period in the prior fiscal year, driven by savings from cost reduction initiatives in our Sample Management Solutions and Multiomics segments, partially offset by increased expense in our B Medical Systems segment due to higher commissions on cold chain sales and corporate expenses related to incentive compensation accrual and insurance.

 

Total selling, general and administrative expenses decreased $10.6 million for the nine months ended June 30, 2024 compared to the corresponding period in the prior fiscal year, driven by savings from cost reduction initiatives across the business, as well as decreased governance-related costs and non-recurring expenses for the accelerated share repurchase arrangement in the nine months ended June 30, 2023.

 

Restructuring Charges

 

Restructuring charges were $2.1 million and $10.5 million, respectively, for the three and nine months ended June 30, 2024, an increase of $1.3 million and $6.8 million, respectively, compared to the three and nine months ended June 30, 2023 driven by initiatives launched in the fiscal year 2024. See Note 7, Restructuring in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

 

Non-Operating Income

 

Interest income, net We recorded interest income of $8.0 million and $27.7 million, respectively, for the three and nine months ended June 30, 2024 compared to $11.3 million and $32.4 million, respectively, recorded for the three and nine months ended June 30, 2023. The decrease in interest income is due to decreased investments in marketable securities during the nine months ended June 30, 2024 compared to the corresponding period in the prior fiscal year. Please refer to Note 4, Marketable Securities and Note 5, Derivative Instruments in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q.

 

Other income (expense), net – We recorded other expense of $0.3 million and other income of $0.7 million, respectively, for the three and nine months ended June 30, 2024 compared to other expense of $0.8 million and $0.7 million, respectively, for the three and nine months ended June 30, 2023, which primarily relates to foreign exchange gains and losses resulting from foreign currency denominated transactions and the revaluation of foreign currency denominated assets and liabilities.

 

Income Tax Benefit

 

We recorded an income tax benefit of $0.5 million and $0.9 million during the three and nine months ended June 30, 2024, respectively. The tax benefit for the three months ended June 30, 2024 was driven by our loss from operations.  The tax benefit for the nine months ended June 30, 2024 was primarily driven by the pre-tax loss from operations offset by $1.7 million of charges related to a valuation allowance recorded against deferred tax assets in a foreign subsidiary, $0.5 million of stock compensation shortfall expense for tax deductions that were lower than the associated book compensation expense and $0.7 million of expenses related to a valuation allowance on beginning of year U.S. state deferred tax assets. Our tax rate on the loss from operations was lower than statutory rates because we were not providing a full tax benefit on U.S. losses due to a partial valuation allowance being recorded against U.S. federal and state deferred tax assets during the current year. As a result of the valuation allowance, the benefit was reduced by $1.3 million and $9.6 million during the three and nine months ended June 30, 2024.

 

 

 

We recorded an income tax benefit of $1.2 million and $9.1 million, respectively during the three and nine months ended June 30, 2023. The tax benefit for the three months ended June 30, 2023 was primarily driven by the pre-tax loss from operations during the period. The tax benefit for the nine months ended June 30, 2023 was primarily driven by the pre-tax loss from operations and a $1.4 million deferred tax benefit resulting from the extension of a tax incentive in China. The effective tax rates for the three and nine months ended June 30, 2023 are slightly higher than statutory rates. The effective rates are driven higher than statutory rates by the discrete tax benefit in China noted above and the fair value adjustment of the contingent consideration related to the B Medical acquisition. The contingent consideration generated $18.5 million of pre-tax income that is not subject to income taxes, therefore, the tax benefit is being driven by a tax loss that is significantly higher than the book loss for these periods.

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of June 30, 2024, we had cash and cash equivalents of $336.5 million and stockholders’ equity of $2.0 billion. We believe that our current cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for at least one year from the date of this Quarterly Report on Form 10-Q and for the foreseeable future thereafter. The current global economic environment makes it difficult for us to predict longer-term liquidity requirements with sufficient certainty. We may be unable to obtain any additional financing that may be required on terms favorable to us, if at all. If adequate funds are not available to us on acceptable terms or otherwise, we may be unable to successfully develop or enhance products and services, respond to competitive pressures, or take advantage of acquisition opportunities, any of which could have a material adverse effect on our business, financial condition and operating results.

 

Cash Flows and Liquidity

 

The discussion of our cash flows and liquidity that follows is stated on a total company consolidated basis and excludes the impact of discontinued operations.

 

Our cash and cash equivalents, restricted cash and marketable securities as of June 30, 2024 and September 30, 2023 are as follows:

 

In thousands

 

June 30, 2024

   

September 30, 2023

 

Cash and cash equivalents

  $ 336,543     $ 678,910  

Restricted cash

    10,320       5,135  

Short-term marketable securities

    259,296       338,873  

Long-term marketable securities

    148,086       111,338  

  $ 754,245     $ 1,134,256  

 

As of June 30, 2024, we had$131.5 million of cash, cash equivalents and restricted cash held outside of the United States. If these funds are needed for U.S. operations, we would need to repatriate these funds. Based on current U.S. tax laws, any repatriation in the future would likely not result in U.S. federal income tax.  Our marketable securities are generally readily convertible to cash without a material adverse impact.

 

 

Our cash flows for the nine months ended June 30, 2024 and 2023 were as follows:

 

 

Nine Months Ended June 30,

 

In thousands

 

2024

   

2023

 

Net cash provided by (used in) operating activities

  $ 36,578     $ (22,422 )

Net cash provided by investing activities

    29,406       328,897  

Net cash used in financing activities

    (411,661 )     (677,221 )

Effects of exchange rate changes on cash and cash equivalents

    8,495       65,610  

Net decrease in cash, cash equivalents and restricted cash

  $ (337,182 )   $ (305,136 )

 

Cash inflows from operating activities for the nine months ended June 30, 2024 were $36.6 million, primarily due to improved inventory management and decreased selling, general and administrative expenses as a result of our cost savings plans and transformation initiatives. Investing activities for the nine months ended June 30, 2024 include $378.3 million of purchases of marketable securities, offset by $431.5 million for sales and maturities of marketable securities. Financing activities for the nine months ended June 30, 2024 include $412.8 million of outflows related to our share repurchase program described below, partially offset by proceeds from our employee stock purchase plan.

 

As of June 30, 2024, we had no outstanding debt on our balance sheet.

 

Capital Resources

 

Share Repurchase Program

 

On November 4, 2022, our Board of Directors approved an authorization to repurchase up to $1.5 billion of our common stock (the “2022 Repurchase Authorization”). Repurchases under the 2022 Repurchase Authorization may be made in the open market or through privately negotiated transactions (including under an accelerated share repurchase (“ASR”) agreement), or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 of the Exchange Act, subject to market and business conditions, legal requirements, and other factors. We are not obligated to acquire any specific amount of common stock under the 2022 Repurchase Authorization, and share repurchases may commence or be suspended at any time at management’s discretion.

 

As of June 30, 2024, we have repurchased 25.1 million shares of common stock for $1.25 billion (excluding fees, commissions, and excise tax) under the 2022 Repurchase Authorization and $249 million of the 2022 Repurchase Authorization remained. All shares of common stock repurchased by the Company under the 2022 Repurchase Authorization have been retired, accounted for as a reduction to stockholders’ equity in the Condensed Consolidated Balance Sheets and treated as a repurchase of common stock for purposes of calculating earnings per share as of the applicable settlement dates.

 

Contractual Obligations and Requirements

 

At June 30, 2024, we had non-cancellable commitments of $71.4 million, comprised primarily of purchase orders for inventory of $53.3 million, and other operating expense commitments of $18.1 million.

 ​

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are exposed to a variety of market risks, including changes in interest rates affecting the return on our cash and cash equivalents, restricted cash and short-term and long-term investments and fluctuations in foreign currency exchange rates.

 

 

Interest Rate Exposure

 

Our cash and cash equivalents and restricted cash consist principally of money market securities which are short-term in nature. At June 30, 2024, our aggregate short-term and long-term investments were $407.4 million, consisting mostly of highly rated corporate debt securities and U.S. government backed securities. At June 30, 2024, the unrealized loss position on marketable securities was $1.8 million which is included in “Accumulated other comprehensive loss” in the Condensed Consolidated Balance Sheets. A hypothetical 100 basis point change in interest rates would result in a $6.1 million and $9.5 million change in interest income earned during the nine months ended June 30, 2024 and 2023, respectively.

 

Currency Rate Exposure

 

We have transactions and balances denominated in currencies other than the functional currency of the transacting entity. Most of these transactions carrying foreign exchange risk are in Germany, the United Kingdom, and China. Sales in currencies other than the U.S. dollar were approximately 25% and 24% of our total sales, respectively, during the nine months ended June 30, 2024 and 2023. These sales were made primarily by our foreign subsidiaries, which have cost structures that substantially align with the currency of sale.

 

In the normal course of our business, we have liquid assets denominated in non-functional currencies which include cash, short-term advances between our legal entities and accounts receivable which are subject to foreign currency exposure. Such balances were $63.7 million and $157.8 million, respectively, at June 30, 2024 and September 30, 2023, and primarily relate to the Euro, British Pound, and the Chinese Yuan. We mitigate the impact of potential currency translation losses on these short-term intercompany advances by the timely settlement of each transaction, generally within 30 days. We also utilize forward contracts to mitigate our exposures to currency movement. We incurred foreign currency losses of $1.7 million and $0.1 million during the nine months ended June 30, 2024 and 2023, respectively, which related to the currency fluctuation on these balances between the time the transaction occurred and the ultimate settlement of the transaction. A hypothetical 10% change in foreign exchange rates as of June 30, 2024 would result in an approximate change of $0.2 million in our net loss during the nine months ended June 30, 2024.

 ​

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures. As of June 30, 2024, pursuant to Rule 13a-15 under the Exchange Act, we performed an evaluation of the effectiveness of our disclosure controls and procedures. Based on this evaluation, management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were operating and effective as of June 30, 2024.

 

Change in Internal Controls. There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. We cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. However, as of the date of this Quarterly Report on Form 10-Q, we believe that none of these claims will have a material adverse effect on our consolidated financial condition or results of operations. In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that our 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 our consolidated financial condition or results of operations in particular quarterly or annual periods.

 ​

Item 1A. Risk Factors

 

You should carefully review and consider the information regarding certain factors that could materially affect our business, consolidated financial condition or results of operations set forth under the section titled “Risk Factors” in Part I, Item 1A of the 2023 Annual Report on Form 10-K and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. There have been no material changes from the risk factors disclosed in the 2023 Annual Report on Form 10-K or the referred to Quarterly Report on Form 10-Q. We may disclose changes to risk factors or additional factors from time to time in our future filings with the SEC.

 ​

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The following provides information about repurchases of our common stock during the three months ended June 30, 2024:

 

                     

Total Number

         
                     

of Shares

         
                     

Purchased

   

Approximate

 
             

Average Price

   

As Part of

   

Dollar Value of

 
             

Paid Per Share-

   

Publicly

   

Shares That

 
     

Total Number

   

excluding fees,

   

Announced

   

May Yet Be

 
     

of Shares

   

commissions,

   

Plans or

   

Purchased

 
     

Purchased

   

and excise tax

   

Programs

   

(in millions)

 

Period of Repurchase

Repurchase authorization

 

(#) (1)

   

($) (1)

   

(#) (1)

   

($) (1)

 

April 1 - 30, 2024

Open market repurchase

    1,275,309     $ 54.91       22,166,604     $ 405  

May 1 - 31, 2024

Open market repurchase

    1,594,243     $ 52.00       23,760,847     $ 322  

June 1 - 30, 2024

Open market repurchase

    1,356,273     $ 53.78       25,117,120     $ 249  

Total

    4,225,825     $ 53.45    

   

 

 

 

(1)

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Share Repurchase Program” in Part I, Item 2 of this Quarterly Report on Form 10-Q for additional information regarding repurchases of our common stock.

 ​

 

 

Item 5. Other Information

 

Rule 10b5-1 Trading Arrangements

 

During the three months ended June 30, 2024, no director nor officer of the Company adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K.

 

 

 

Item 6. Exhibits

 

The following exhibits are included herein:

 

Exhibit

No.

 

Description

10.01*

Transition Agreement, dated May 8, 2024, between Azenta, Inc. and Stephen S. Schwartz (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 9, 2024).

31.01

Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02

Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32

Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following material from the Company’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the unaudited Condensed Consolidated Balance Sheets; (ii) the unaudited Condensed Consolidated Statements of Operations; (iii) the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss); (iv) the unaudited Condensed Consolidated Statements of Cash Flows; (v) the unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity; and (vi) the Notes to the unaudited Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because XBRL tags are embedded in the iXBRL document.

104

​​​

Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).

     
    ​*Management contract, compensatory plan or agreement.

 ​

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

AZENTA, INC.

Date: August 6, 2024

/s/ Herman Cueto

Herman Cueto

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Date: August 6, 2024

/s/ Violetta A. Hughes

Violetta A. Hughes

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

 ​

46

Exhibit 31.01

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Stephen S. Schwartz, certify that:

 

 

1.

I have reviewed this quarterly report on Form 10-Q of Azenta, Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 ​

 

/s/ Stephen S. Schwartz

 

Stephen S. Schwartz

 

Chief Executive Officer

 
   

Date: August 6, 2024

 

 ​

 

Exhibit 31.02

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Herman Cueto, certify that:

 

 

1.

I have reviewed this quarterly report on Form 10-Q of Azenta, Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 ​

 

/s/ Herman Cueto

 

Herman Cueto

 

Executive Vice President and Chief Financial Officer

 
   

Date: August 6, 2024

 

 ​

 

Exhibit 32

 

 ​

CERTIFICATION

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Azenta, Inc., a Delaware corporation (the “Company”), does hereby certify, to the best of such officer’s knowledge and belief, that:

 

(1) The Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (this "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in this Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

Dated: August 6, 2024

 

/s/ Stephen S. Schwartz

   

Stephen S. Schwartz

   

Chief Executive Officer

   

(Principal Executive Officer)

   

Dated: August 6, 2024

 

/s/ Herman Cueto

   

Herman Cueto

   

Executive Vice President and

   

Chief Financial Officer

   

(Principal Financial Officer)

 ​

A signed original of this written statement required by Section 906 has been provided to Azenta, Inc. and will be retained by Azenta, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 
v3.24.2.u1
Document And Entity Information - shares
9 Months Ended
Jun. 30, 2024
Aug. 01, 2024
Document Information [Line Items]    
Entity Central Index Key 0000933974  
Entity Registrant Name Azenta, Inc.  
Amendment Flag false  
Current Fiscal Year End Date --09-30  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 000-25434  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 04-3040660  
Entity Address, Address Line One 200 Summit Drive, 6th Floor  
Entity Address, City or Town Burlington  
Entity Address, State or Province MA  
Entity Address, Postal Zip Code 01803  
City Area Code 978  
Local Phone Number 262-2626  
Title of 12(b) Security Common Stock, $0.01 par value  
Trading Symbol AZTA  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   48,915,621
v3.24.2.u1
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Current assets    
Cash and cash equivalents $ 336,543 $ 678,910
Short-term marketable securities 259,296 338,873
Accounts receivable, net of allowance for expected credit losses ($6,507 and $8,057, respectively) 167,613 156,535
Inventories 115,270 128,198
Derivative asset 834 13,036
Prepaid expenses and other current assets 88,102 103,404
Total current assets 967,658 1,418,956
Property, plant and equipment, net 196,124 205,744
Long-term marketable securities 148,086 111,338
Long-term deferred tax assets 1,231 571
Goodwill 679,691 784,339
Intangibles assets, net 253,475 294,301
Other assets 77,030 70,471
Total assets 2,323,295 2,885,720
Current liabilities    
Accounts payable 39,115 35,796
Deferred revenue 33,268 34,614
Accrued warranty and retrofit costs 9,351 10,223
Accrued compensation and benefits 31,229 33,911
Accrued customer deposits 20,954 17,707
Accrued income taxes payable 11,705 7,378
Short-term operating lease liability 10,739 9,499
Accrued expenses and other current liabilities 46,213 61,800
Total current liabilities 202,574 210,928
Long-term deferred tax liabilities 58,080 67,301
Long-term operating lease liabilities 60,654 60,436
Other long-term liabilities 11,589 12,555
Total liabilities 332,897 351,220
Stockholders' equity    
Preferred stock, $0.01 par value - 1,000,000 shares authorized, no shares issued or outstanding 0 0
Common stock, $0.01 par value - 125,000,000 shares authorized, 63,941,421 shares issued and 50,395,071 shares outstanding at June 30, 2024, 71,294,247 shares issued and 57,832,378 shares outstanding at September 30, 2023 639 713
Additional paid-in capital 758,269 1,156,160
Accumulated other comprehensive loss (44,895) (62,426)
Treasury stock, at cost - 13,546,350 shares at June 30, 2024 and 13,461,869 shares at September 30, 2023 (205,438) (200,956)
Retained earnings 1,481,823 1,641,009
Total stockholders' equity 1,990,398 2,534,500
Total liabilities and stockholders' equity $ 2,323,295 $ 2,885,720
v3.24.2.u1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Allowance for Doubtful Accounts Receivable, Current $ 6,507 $ 8,057
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, authorized (in shares) 1,000,000 1,000,000
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized (in shares) 125,000,000 125,000,000
Common stock, issued (in shares) 63,941,421 71,294,247
Common stock, outstanding (in shares) 50,395,071 57,832,378
Treasury stock, shares (in shares) 13,546,350 13,461,869
v3.24.2.u1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenue        
Total revenue $ 172,809 $ 165,948 $ 486,260 $ 492,715
Cost of revenue        
Total cost of revenue 103,753 97,943 292,307 297,609
Gross profit 69,056 68,005 193,953 195,106
Operating expenses        
Research and development 7,913 8,968 25,113 25,024
Selling, general and administrative 73,833 75,465 230,723 241,356
Impairment of goodwill and intangible assets 0 0 115,975 0
Contingent consideration - fair value adjustments 0 (1,404) 0 (18,549)
Restructuring charges 2,064 812 10,528 3,773
Total operating expenses 83,810 83,841 382,339 251,604
Operating loss (14,754) (15,836) (188,386) (56,498)
Other income        
Interest income, net 8,004 11,347 27,650 32,406
Other income (expense), net (282) 819 650 (704)
Loss before income taxes (7,032) (3,670) (160,086) (24,796)
Income tax benefit (450) (1,207) (900) (9,107)
Loss from continuing operations (6,582) (2,463) (159,186) (15,689)
Income (loss) from discontinued operations, net of tax 0 993 0 (1,943)
Net loss $ (6,582) $ (1,470) $ (159,186) $ (17,632)
Basic net loss per share:        
Loss from continuing operations (in dollars per share) $ (0.12) $ (0.04) $ (2.9) $ (0.23)
Income (loss) from discontinued operations, net of tax (in dollars per share) 0 0.02 0 (0.03)
Basic net loss per share (in dollars per share) (0.12) (0.02) (2.9) (0.26)
Diluted net loss per share:        
Loss from continuing operations (in dollars per share) (0.12) (0.04) (2.9) (0.23)
Income (loss) from discontinued operations, net of tax (in dollars per share) 0 0.02 0 (0.03)
Diluted net loss per share (in dollars per share) $ (0.12) $ (0.02) $ (2.9) $ (0.26)
Weighted average shares used in computing net loss per share:        
Basic (in shares) 52,963 63,432 54,914 68,494
Diluted (in shares) 52,963 63,432 54,914 68,494
Product [Member]        
Revenue        
Total revenue $ 68,763 $ 67,296 $ 181,173 $ 205,011
Cost of revenue        
Total cost of revenue 47,555 42,747 126,051 136,855
Service [Member]        
Revenue        
Total revenue 104,046 98,652 305,087 287,704
Cost of revenue        
Total cost of revenue $ 56,198 $ 55,196 $ 166,256 $ 160,754
v3.24.2.u1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net loss $ (6,582) $ (1,470) $ (159,186) $ (17,632)
Other comprehensive income (loss), net of tax        
Net investment hedge currency translation adjustment, net of tax effects of $(109) and $2,728 for the three and nine months ended June 30, 2024, respectively, and $(75) and $(24,315) for the three and nine months ended June 30, 2023, respectively 317 (218) (7,971) (70,478)
Foreign currency translation adjustments (4,000) 1,876 21,725 113,140
Changes in unrealized gains on marketable securities, net of tax effects of $(179) and $(1,300) for the three and nine months ended June 30, 2024, respectively, and $23 and $1,418 for the three and nine months ended June 30, 2023, respectively 523 67 3,799 4,109
Actuarial loss on pension plans, net of tax effects of $3 and $7 during the three and nine months ended June 30, 2024, respectively, and $0 during each of the three and nine months ended June 30, 2023 (7) 0 (22) 0
Total other comprehensive income (loss), net of tax (3,167) 1,725 17,531 46,771
Comprehensive income (loss) $ (9,749) $ 255 $ (141,655) $ 29,139
v3.24.2.u1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parentheticals) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax $ (109) $ (75) $ 2,728 $ (24,315)
OCI, Debt Securities, Available-for-Sale, Gain (Loss), after Adjustment, Tax (179) 23 (1,300) 1,418
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, Tax $ 3 $ 0 $ 7 $ 0
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities      
Net loss $ (6,582) $ (159,186) $ (17,632)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:      
Depreciation and amortization   66,899 63,443
Impairment of goodwill and intangible assets 0 115,975 0
Non-cash write-offs of assets   10,745 0
Stock-based compensation   12,622 10,091
Contingent consideration adjustment 0 0 (18,549)
Amortization and accretion on marketable securities   (4,706) (6,942)
Deferred income taxes   (12,478) (25,149)
Purchase accounting impact on inventory   0 8,737
Loss on disposals of property, plant and equipment   297 37
Changes in operating assets and liabilities:      
Accounts receivable   (10,923) 29,028
Inventories   11,433 (4,104)
Accounts payable   2,831 (13,193)
Deferred revenue   (1,635) 2,496
Accrued warranty and retrofit costs   (1,080) 1,412
Accrued compensation and tax withholdings   (2,825) (15,830)
Accrued restructuring costs   1,125 311
Other assets and liabilities   7,484 (36,578)
Net cash provided by (used in) operating activities   36,578 (22,422)
Cash flows from investing activities      
Purchases of property, plant and equipment   (25,339) (29,218)
Purchases of marketable securities   (378,275) (236,194)
Sales and maturities of marketable securities 241,000 431,544 951,504
Net investment hedge settlement   1,476 29,313
Acquisitions, net of cash acquired   0 (386,508)
Net cash provided by investing activities   29,406 328,897
Cash flows from financing activities      
Payments of finance leases   (584) (181)
Withholding tax payments on net share settlements on equity awards   0 (4,924)
Proceeds from Employee Stock Purchase Plan   1,678 0
Share repurchases   (412,755) (672,116)
Net cash used in financing activities   (411,661) (677,221)
Effects of exchange rate changes on cash and cash equivalents   8,495 65,610
Net decrease in cash, cash equivalents and restricted cash   (337,182) (305,136)
Cash, cash equivalents and restricted cash, beginning of period   684,045 1,041,296
Cash, cash equivalents and restricted cash, end of period 346,863 346,863 736,160
Supplemental disclosures:      
Cash paid for income taxes, net   6,710 41,064
Purchases of property, plant and equipment included in accounts payable and accrued expenses   2,203 2,437
Cash and cash equivalents of continuing operations 336,543 336,543  
Short-term restricted cash included in prepaid expenses and other current assets 2,771 2,771  
Long-term restricted cash included in other assets 7,549 7,549  
Cash, cash equivalents and restricted cash, end of period $ 346,863 $ 346,863 $ 736,160
v3.24.2.u1
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Open Market Repurchases [Member]
Common Stock Outstanding [Member]
Open Market Repurchases [Member]
Additional Paid-in Capital [Member]
Open Market Repurchases [Member]
AOCI Attributable to Parent [Member]
Open Market Repurchases [Member]
Retained Earnings [Member]
Open Market Repurchases [Member]
Treasury Stock, Common [Member]
Open Market Repurchases [Member]
Accelerated Share Repurchases [Member]
Common Stock Outstanding [Member]
Accelerated Share Repurchases [Member]
Additional Paid-in Capital [Member]
Accelerated Share Repurchases [Member]
AOCI Attributable to Parent [Member]
Accelerated Share Repurchases [Member]
Retained Earnings [Member]
Accelerated Share Repurchases [Member]
Treasury Stock, Common [Member]
Accelerated Share Repurchases [Member]
Common Stock Outstanding [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Treasury Stock, Common [Member]
Total
Balance (in shares) at Sep. 30, 2022                         88,482,125          
Balance at Sep. 30, 2022                         $ 885 $ 1,992,017 $ (83,916) $ 1,655,356 $ (200,956) $ 3,363,386
Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes (in shares)                         219,424          
Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes                         $ 2 (3,074) 0 0 0 (3,072)
Shares repurchases (in shares)             (10,072,055)           (3,972,634)          
Shares repurchases               $ 0 $ 0 $ 0 $ (501,637) $ (501,637) $ 0 0 0 0 (174,322) (174,322)
Retirement of treasury shares                         (140) (675,819) 0 0 675,959 0
Stock-based compensation                         0 10,091 0 0 0 10,091
Net loss                         0 0 0 (17,632) 0 (17,632)
Net investment hedge currency translation adjustment, net of tax                         0 0 (70,478) 0 0 (70,478)
Foreign currency translation adjustments                         0 0 113,140 0 0 113,140
Changes in unrealized gains on marketable securities, net of tax                         0 0 4,109 0 0 4,109
Actuarial loss on pension plans, net of tax effects of $3 and $7 during the three and nine months ended June 30, 2024, respectively, and $0 during each of the three and nine months ended June 30, 2023                                   0
Actuarial loss on pension plans, net of tax                                   0
Other                         $ 0 0 0 (85) 0 (85)
Balance (in shares) at Jun. 30, 2023                         74,656,860          
Balance at Jun. 30, 2023                         $ 747 1,323,215 (37,145) 1,637,639 (200,956) 2,723,500
Balance (in shares) at Mar. 31, 2023                         82,602,702          
Balance at Mar. 31, 2023                         $ 826 1,495,118 (38,870) 1,639,109 (200,956) 2,895,227
Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes (in shares)                         8,713          
Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes                         $ 0 (18) 0 0 0 (18)
Shares repurchases (in shares) (3,972,634)           (3,981,921)                      
Shares repurchases             $ 0 $ 0 $ 0 $ 0 $ (1,637) $ (1,637) 0 0 0 0 (174,322) (174,322)
Retirement of treasury shares                         (80) (175,880) 0 0 175,959 0
Stock-based compensation                         0 3,995 0 0 0 3,995
Net loss                         0 0 0 (1,470) 0 (1,470)
Net investment hedge currency translation adjustment, net of tax                         0 0 (218) 0 0 (218)
Foreign currency translation adjustments                         0 0 1,876 0 0 1,876
Changes in unrealized gains on marketable securities, net of tax                         $ 0 0 67 0 0 67
Actuarial loss on pension plans, net of tax effects of $3 and $7 during the three and nine months ended June 30, 2024, respectively, and $0 during each of the three and nine months ended June 30, 2023                                   0
Actuarial loss on pension plans, net of tax                                   0
Balance (in shares) at Jun. 30, 2023                         74,656,860          
Balance at Jun. 30, 2023                         $ 747 1,323,215 (37,145) 1,637,639 (200,956) 2,723,500
Balance (in shares) at Sep. 30, 2023                         71,294,247          
Balance at Sep. 30, 2023                         $ 713 1,156,160 (62,426) 1,641,009 (200,956) 2,534,500
Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes (in shares)                         224,802          
Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes                         $ 3 1,675 0 0 0 1,678
Shares repurchases (in shares) (7,662,109)                                  
Shares repurchases $ (54) $ 0 $ 0 $ 0 $ (416,693) $ (416,747)                        
Retirement of treasury shares                         (23) (412,188) 0 0 412,211 0
Stock-based compensation                         0 12,622 0 0 0 12,622
Net loss                         0 0 0 (159,186) 0 (159,186)
Net investment hedge currency translation adjustment, net of tax                         0 0 (7,971) 0 0 (7,971)
Foreign currency translation adjustments                         0 0 21,725 0 0 21,725
Changes in unrealized gains on marketable securities, net of tax                         0 0 3,799 0 0 3,799
Actuarial loss on pension plans, net of tax effects of $3 and $7 during the three and nine months ended June 30, 2024, respectively, and $0 during each of the three and nine months ended June 30, 2023                         0 0 (22) 0 0 (22)
Actuarial loss on pension plans, net of tax                         $ 0 0 (22) 0 0 (22)
Balance (in shares) at Jun. 30, 2024                         63,856,940          
Balance at Jun. 30, 2024                         $ 639 758,269 (44,895) 1,481,823 (205,438) 1,990,398
Balance (in shares) at Mar. 31, 2024                         68,075,910          
Balance at Mar. 31, 2024                         $ 681 999,333 (41,728) 1,488,405 (223,820) 2,222,871
Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes (in shares)                         6,855          
Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes                         $ 0 1,678 0 0 0 1,678
Shares repurchases (in shares) (4,225,825)                                  
Shares repurchases $ (42) $ 0 $ 0 $ 0 $ (228,178) $ (228,220)                        
Retirement of treasury shares                         0 (246,560) 0 0 246,560 0
Stock-based compensation                         0 3,818 0 0 0 3,818
Net loss                         0 0 0 (6,582) 0 (6,582)
Net investment hedge currency translation adjustment, net of tax                         0 0 317 0 0 317
Foreign currency translation adjustments                         0 0 (4,000) 0 0 (4,000)
Changes in unrealized gains on marketable securities, net of tax                         0 0 523 0 0 523
Actuarial loss on pension plans, net of tax effects of $3 and $7 during the three and nine months ended June 30, 2024, respectively, and $0 during each of the three and nine months ended June 30, 2023                         0 0 (7) 0 0 (7)
Actuarial loss on pension plans, net of tax                         $ 0 0 (7) 0 0 (7)
Balance (in shares) at Jun. 30, 2024                         63,856,940          
Balance at Jun. 30, 2024                         $ 639 $ 758,269 $ (44,895) $ 1,481,823 $ (205,438) $ 1,990,398
v3.24.2.u1
Note 1 - Nature of Operations
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Nature of Operations [Text Block]

1. Nature of Operations

 

Azenta, Inc. (“Azenta”, or the “Company”) is a leading global provider of sample exploration and management solutions for the life sciences industry. The Company supports its customers from research and clinical development to commercialization with its sample management, automated storage, vaccine cold storage and transport, as well as genomic services expertise to help bring impactful therapies to market faster.

 

Organizational Structure

 

Effective October 1, 2023, the Company realigned its organizational structure to three principal business segments: Sample Management Solutions (“SMS”), Multiomics, and B Medical Systems. The segment realignment had no impact on the Company’s consolidated financial position, results of operations, or cash flows. All segment information included in this Form 10-Q is reflective of this new structure and prior period information has been recast to conform to the Company’s current period presentation. Refer to Note 15, Segment and Geographic Information below for further details on the nature of operations of these segments.

v3.24.2.u1
Note 2 - Summary of Significant Accounting Policies
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

2. Summary of Significant Accounting Policies

 

Principles of Consolidation and Basis of Presentation

 

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and all entities where it has a controlling financial interest and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation.

 

The accompanying year-end balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The unaudited interim Condensed Consolidated Financial Statements have been prepared on the same basis as the audited financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the periods presented.

 

Certain information and 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 for the fiscal year ended September 30, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on November 21, 2023 (the “2023 Annual Report on Form 10-K”).

 

Use of Estimates

 

The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect amounts reported in the financial statements and notes thereto. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates. Estimates are associated with recording accounts receivable, inventories, goodwill, intangible assets other than goodwill, long-lived assets, derivative financial instruments, deferred income taxes, warranty obligations, revenue over time, stock-based compensation expense, and other accounts. The Company assesses the estimates on an ongoing basis and records changes in estimates in the period they occur and become known.

 

Foreign Currency Translation

 

Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Foreign currency exchange gains (losses) generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other income” in the Condensed Consolidated Statements of Operations. Net foreign currency transaction and remeasurement losses were $0.8 million and gains were $0.1 million for the three months ended June 30, 2024 and 2023, respectively. Net foreign currency transaction and remeasurement losses were $1.7 million and $2.7 million during the nine months ended June 30, 2024 and 2023, respectively.

 

Recently Issued Accounting Pronouncements

 

In October 2023, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the SECs Disclosure Update and Simplification Initiative. The ASU aligns the requirements in FASB’s Accounting Standards Codification (“ASC”) with SEC regulations. The effective date for each amendment is the date on which the SEC removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or if the SEC does not remove the requirement by June 30, 2027, the amendment will not become effective for any entity. Early adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements or disclosures.

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires the disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures about significant segment expenses. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption on its disclosures; the Company does not expect that the standard will have an impact on the Company's consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company is currently evaluating the standard to determine the impact of adoption on its disclosures; the Company does not expect that the standard will have an impact on the Company's consolidated financial statements.

 

In March 2024, the FASB issued ASU 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements. The ASU contains amendments to the ASC that remove references to various FASB Concepts Statements. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its disclosures; the Company does not expect that the standard will have an impact on the Company's consolidated financial statements.

 

In March 2024, the SEC issued final rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. Effective fiscal year 2026, the Company is required to disclose climate-related risks that are reasonably likely to have a material impact on the Company’s business strategy, results of operations, or financial condition. Additionally, the Company will be required to disclose the effects of severe weather events and other natural conditions within the notes to the financial statements, subject to certain materiality thresholds. Effective fiscal year 2027, required disclosures will also include disclosure of material direct greenhouse gas emissions from operations owned or controlled (Scope 1) and material indirect greenhouse gas emissions from purchased energy consumed in owned or controlled operations (Scope 2). In April 2024, the SEC issued an order voluntarily staying the effectiveness of the new rules pending the completion of judicial review of certain legal challenges to their validity. The Company is currently evaluating the impact of these rules assuming adoption as well as monitoring the status of the related litigation and the SEC’s stay.

 

In 2021, the Organization of Economic Cooperation and Development (“OECD”) introduced its Pillar II Framework Model Rules (“Pillar 2”), which are designed to impose a 15% global minimum tax on the earnings of in-scope multinational corporations on a country-by-country basis. Certain aspects of Pillar 2 took effect on January 1, 2024 while other aspects go into effect on January 1, 2025. The Company is evaluating the potential impact of Pillar 2 on its business, as the countries in which it operates are enacting legislation implementing Pillar 2.

 

Other

 

For further information regarding the Company’s significant accounting policies, please refer to Note 2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K. There were no material changes to the Company’s critical accounting policies during the nine months ended June 30, 2024.

v3.24.2.u1
Note 3 - Business Combinations
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

3. Business Combinations

 

The Company recorded the assets acquired and liabilities assumed related to the following acquisitions at their fair values as of the acquisition date, from a market participant’s perspective. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed on the acquisition date, its estimates and assumptions are subject to refinement. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. The measurement period to finalize the fair values is within one year after the respective acquisition date.

 

Acquisitions Completed in Fiscal Year 2023

 

Ziath, Ltd.

 

On February 2, 2023, the Company acquired Ziath, Ltd. and its subsidiaries (“Ziath”). Based in Cambridge, United Kingdom, Ziath is a leading provider of 2D barcode readers for life science applications. Founded in 2005, Ziath’s innovative 2D barcode readers are a key component of the laboratory automation workflow serving pharmaceutical, biotechnology and academic customers worldwide. Ziath is expected to enhance the Company’s offerings, which support the entire lifecycle of sample management from specimen collection to sample registration, storage and processing. The acquisition was completed at a purchase price of $16.0 million, net of cash acquired. The acquired business is included in the SMS segment.

 

The allocation of the consideration included $12.0 million of goodwill, $4.1 million of technology, $1.1 million of deferred tax liability, $0.6 million of customer relationships, $0.3 million of trademarks, and several other assets and liabilities. The weighted average life of completed technology is 10 years, customer relationships is 13 years, and trademarks is 13 years. The goodwill represents the Company’s ability to provide differentiated technology enabling high throughput scanning of varied formats of consumables. The goodwill is not expected to be deductible for income tax purposes.

 

The Company did not present pro forma financial information for its consolidated results of operations for the acquisition because such results are immaterial.

 

B Medical Systems S.á r.l.

 

On October 3, 2022, the Company acquired B Medical Systems S.á r.l. and its subsidiaries ("B Medical") for a purchase price of $432.2 million. B Medical is a market leader in temperature-controlled storage and transportation solutions that enables the delivery of life-saving treatments to more than 150 countries worldwide.

 

The consideration paid for B Medical was allocated to the assets acquired and liabilities assumed based on their fair values at the acquisitions date. The Company finalized purchase accounting for B Medical in the fourth quarter of fiscal year 2023 and there have been no adjustments to the purchase price allocation disclosed in Note 3, Business Combinations in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K.

 

In performing the purchase price allocation, the Company considered, among other factors, the intended future use of acquired assets, and historical financial performance and estimates of future performance of B Medical’s business. As part of the purchase price allocations, the Company determined the identifiable intangible assets were completed technology value, trademarks, customer relationships and backlog. The fair value of the intangible assets was estimated using the income approach, specifically the multi-period excess earnings method, and the cash flow projections were discounted using a rate of 13%. The cash flows were based on estimates used to price the transaction, and the discount rate applied was benchmarked to the implied rate of return from the transaction and the weighted average cost of capital. The weighted average life of completed technology is 10 years, customer relationships is 16 years, trademarks is five years and backlog is one year. The intangible assets acquired are amortized over their respective weighted average life using methods that approximate the pattern in which the economic benefits are expected to be realized. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. The goodwill recorded in connection with the transaction was largely based on the potential expansion of the Company's cold chain capabilities by adding differentiated solutions for reliable and traceable transport of temperature-controlled specimens. The goodwill is not deductible for income tax purposes.

 

The acquired intangible assets and goodwill are subject to review for impairment if indicators of impairment develop and otherwise at least annually. See Note 6, Goodwill and Intangible Assets below for information about the impairment of this goodwill during the nine months ended June 30, 2024.

v3.24.2.u1
Note 4 - Marketable Securities
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

4. Marketable Securities

 

The Company had sales and maturities of marketable securities of $241.0 million and $223.3 million in the three months ended June 30, 2024 and 2023, respectively. The Company had sales and maturities of marketable securities of $431.5 million and $951.5 million in the nine months ended June 30, 2024 and 2023, respectively. There were insignificant realized gains or losses in each of the three months ended  June 30, 2024 and 2023 on the sale and maturity of marketable securities. There were insignificant and $0.8 million realized losses in the nine months ended June 30, 2024 and 2023, respectively, on the sale and maturity of marketable securities. 

 

The following is a summary of the amortized cost and the fair value, including accrued interest receivable as well as unrealized gains (losses) on the short-term and long-term marketable securities as of June 30, 2024 and  September 30, 2023 (in thousands):

 

 

  

Gross

  

Gross

  

 

 

Amortized

  

Unrealized

  

Unrealized

  

 

 

Cost

  

Losses

  

Gains

  

Fair Value

 

June 30, 2024:

                

U.S. Treasury securities and obligations of U.S. government agencies

 $298,843  $(786) $  $298,057 

Bank certificates of deposit

  5,422   (44)     5,378 

Corporate securities

  103,869   (941)     102,928 

Municipal securities

  1,019         1,019 

 $409,153  $(1,771) $  $407,382 

September 30, 2023:

                

U.S. Treasury securities and obligations of U.S. government agencies

 $227,804  $(2,573) $  $225,231 

Bank certificates of deposit

  8,122   (170)     7,952 

Corporate securities

  221,155   (4,127)     217,028 

 $457,081  $(6,870) $  $450,211 

 

The fair values of the marketable securities by contractual maturities as of June 30, 2024 were as follows (in thousands):

 

 

Amortized

  

 

 

Cost

  

Fair Value

 

Due in one year or less

 $260,690  $259,296 

Due after one year through five years

  144,955   144,578 

Due after five years through ten years

      

Due after ten years

  3,508   3,508 

Total marketable securities

 $409,153  $407,382 

 

Expected maturities could differ from contractual maturities because the security issuers may have the right to prepay obligations without prepayment penalties.

 

Unrealized losses from fixed-income securities are primarily attributable to changes in interest rates. The Company does not believe any unrealized losses represent impairments based on its evaluation of the available evidence.

v3.24.2.u1
Note 5 - Derivative Instruments
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Derivative Instruments and Hedging Activities Disclosure [Text Block]

5. Derivative Instruments

 

The Company has transactions and balances denominated in currencies other than the functional currency of the transacting entity. Most of these transactions carry foreign exchange risk in Germany, the United Kingdom and China. The Company enters into foreign exchange contracts to reduce its exposure to currency fluctuations. Net gains and losses related to foreign exchange contracts are recorded as a component of “Other income” in the Condensed Consolidated Statements of Operations and are as follows for the three and nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Three Months Ended

  

Nine Months Ended

 

 

June 30,

  

June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Realized gains (losses) on derivatives not designated as hedging instruments

 $(415) $182  $(2,202) $(1,930)

 

The notional amounts of the Company’s derivative instruments as of June 30, 2024 and  September 30, 2023 were as follows (in thousands):

 

 

June 30,

  

September 30,

 

Hedge Designation

 

2024

  

2023

 

 

  

 

Cross-currency swap

Net Investment Hedge

 $75,978  $436,360 

Foreign exchange contracts

Undesignated

  61,866   184,800 

 

The fair values of the foreign exchange contracts are recorded in the Condensed 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 further in Note 2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K and in Note 12, Fair Value Measurements below due to a lack of an active market for these contracts.

 

Hedging Activities

 

On February 1, 2022, the Company entered into a cross-currency swap agreement to hedge the variability of exchange rate impacts between the U. S. dollar and the Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $1.0 billion for €915.0 million at a weighted average interest rate of 1.20%. The designated notional amount was $960.0 million, and the actual interest rate was 1.28%. The 1.28% rate was in the range of the market value for February 1, 2022 and was the true interest rate on the notional amount. The Company designated the cross-currency swap as a hedge of net investments against one of its Euro denominated subsidiaries requiring an exchange of the notional amounts at maturity. At the maturity of the cross currency-swap on February 1, 2023, the Company delivered a notional amount of €852.0 million and received a notional amount of $960.0 million at a Euro to U.S. dollar exchange rate of 1.13, which included a gain of $29.3 million.

 

On February 1, 2023, the Company entered into a cross-currency swap agreement to hedge the variability of exchange rate impacts between the U.S. dollar and the Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $436.0 million for €400.0 million at a weighted average interest rate of 1.66%. The Company designated the cross-currency swap as a hedge of net investments against one of its Euro denominated subsidiaries, which requires an exchange of the notional amounts at maturity on February 1, 2024. At the maturity of the cross currency-swap on February 1, 2024, the Company delivered a notional amount of €400 million and received a notional amount of $436.0 million at a Euro to U.S. dollar exchange rate of 1.09, which included a gain of $1.4 million.

 

On February 1, 2024, the Company entered into another cross-currency swap agreement to hedge the variability of exchange rate impacts between the U.S. dollar and the Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $76.0 million for €70.0 million at a weighted average interest rate of 1.44%. The Company designated the cross-currency swap as a hedge of net investments against one of its Euro denominated subsidiaries, which requires an exchange of the notional amounts at maturity on February 3, 2025.

 

The cross-currency swaps were recorded as a derivative asset as of June 30, 2024 and  September 30, 2023 in the Condensed Consolidated Balance Sheets.

 

The cross-currency swap is marked to market at each reporting period, representing the fair value of the cross-currency swap, any changes in fair value are recognized as a component of “Accumulated other comprehensive loss” in the Condensed Consolidated Balance Sheets. The cross-currency swap is classified within Level 2 of the fair value hierarchy, described in Note 2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K and in Note 12, Fair Value Measurements below.

 

Interest earned on the cross-currency swap is recorded within “Interest income, net” in the Condensed Consolidated Statements of Operations. For the three months ended June 30, 2024 and 2023, the Company recorded interest income of $0.3 million and $1.8 million, respectively, on these instruments. For the nine months ended June 30, 2024 and 2023, the Company recorded interest income of $3.4 million and $7.1 million, respectively, on these instruments.

v3.24.2.u1
Note 6 - Goodwill and Intangible Assets
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]

6. Goodwill and Intangible Assets

 

The Company conducts an impairment assessment annually on April 1, or more frequently if impairment indicators are present. Changes to the Company’s operating segments effective October 1, 2023 resulted in a change to the Company’s reporting units, which are aligned to the Company’s operating and reportable segments (as further described in Note 15, Segment and Geographic Information below).

 

As a result of this segment realignment, the Company allocated goodwill to the reporting units existing under the new organizational structure on a relative fair value basis as of October 1, 2023. The Company estimated the fair values of the affected businesses based upon the present value of their anticipated future cash flows. The Company’s determination of fair value involved judgment and the use of significant estimates and assumptions, as described in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K and in the “Critical Accounting Policies and Estimates” included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2023 Annual Report on Form 10-K.

 

In conjunction with the goodwill allocation described above, the Company tested its reporting units for potential impairment immediately before and after the segment realignment and concluded that the estimated fair value of each reporting unit exceeded its respective carrying value. As of October 1, 2023, the fair value of the B Medical Systems reporting unit exceeded its carrying value by approximately 5 percent.

 ​

During the second quarter of fiscal year 2024, as part of the Company’s routine long-term planning process, the Company assessed several events and circumstances that could affect the significant inputs used to determine the fair value of its reporting units, including updates to forecasted cash flows, the impact of the Company’s planned transformation initiatives and the overall change in the economic climate since its last impairment assessment in October 2023. The Company concluded it was more likely than not the fair value of the Company’s B Medical Systems segment was less than its carrying amount resulting from the reduction in the Company’s anticipated revenue growth rates for the current and subsequent years as compared to prior projections. As a result, the Company completed a quantitative goodwill impairment test for its reporting units in accordance with ASC 350, Intangibles Goodwill as of March 31, 2024.

 ​

For the quantitative goodwill impairment analyses performed, the Company compared the estimated fair values of each of its reporting units to their respective carrying amounts. The estimated fair values of each of the reporting units were derived using the income approach, specifically the Discounted Cash Flow (“DCF”) method. The DCF models used in the analysis reflected the Company’s assumptions regarding revenue growth rates, projected gross profit margins, risk-adjusted discount rates, terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of its reporting units. As part of the goodwill impairment test, the Company also considered its market capitalization and guideline public companies in assessing the reasonableness of the combined fair values estimated for its reporting units. Goodwill impairment is measured as the excess of a reporting unit's carrying amount over its estimated fair value, not to exceed the carrying amount of goodwill for that reporting unit.

 ​

The results of the Company’s quantitative goodwill impairment analyses as of March 31, 2024 indicated an impairment of goodwill within its B Medical Systems reporting unit resulting in a non-cash impairment charge of $111.3 million recorded within "Impairment of goodwill and intangible assets" in its Condensed Consolidated Statements of Operations during the three months ended March 31, 2024. The Company concluded that there was no impairment to goodwill for the SMS and Multiomics reporting units as of March 31, 2024 or the annual impairment testing date of April 1, 2024.

 ​

In the event the financial performance of any of the reporting units does not meet management’s expectations in the future, the Company experiences a prolonged macroeconomic downturn, or there are other negative revisions to key assumptions used in the DCF method used to value the reporting units, the Company may be required to perform additional impairment analyses with respect to such reporting units and could be required to recognize additional impairment charges.

 ​

The following table sets forth the changes in the carrying amount of goodwill by reportable segment since October 1, 2023 (in thousands). The Company has presented the October 1, 2023 balances to be consistent with the current segment structure.

 ​

  

Sample

             

 

Management

      

B Medical

     
  

Solutions

  

Multiomics

  

Systems

  

Total

 

Balance - October 1, 2023

 $478,601  $196,760  $108,978  $784,339 

Impairment

        (111,317)  (111,317)

Currency translation adjustments

  4,330      2,339   6,669 

Balance - June 30, 2024

 $482,931  $196,760  $  $679,691 

 

  

  

  

 

Accumulated goodwill impairments, June 30, 2024

 $  $  $(111,317) $(111,317)

 

As of March 31, 2024, prior to performing the quantitative goodwill impairment analyses, the Company performed a recoverability test of B Medical Systems long-lived assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets. The Company concluded no impairment of the B Medical Systems long-lived asset group existed as of March 31, 2024. The Company’s assessment was based on its estimates and assumptions, similar to those described above related to goodwill, a number of which are based on external factors and the exercise of management judgment.

 ​

The components of the Company’s identifiable intangible assets as of June 30, 2024 and  September 30, 2023 are as follows (in thousands):

 

 

June 30, 2024

  

September 30, 2023

 

 

  

Accumulated

  

Net Book

  

  

Accumulated

  

Net Book

 

 

Cost

  

Amortization

  

Value

  

Cost

  

Amortization

  

Value

 

Patents

 $1,226  $1,190  $36  $1,226  $1,175  $51 

Completed technology

  217,691   74,588   143,103   215,430   56,021   159,409 

Trademarks and trade names

  6,721   2,624   4,097   6,630   1,445   5,185 

Non-competition agreements

           681   568   113 

Customer relationships

  284,688   178,449   106,239   290,800   161,257   129,543 

Other intangibles

  656   656      869   869    

Total

 $510,982  $257,507  $253,475  $515,636  $221,335  $294,301 

 

Amortization expense for intangible assets was $12.9 million and $12.2 million, respectively, for the three months ended June 30, 2024 and 2023. Amortization expense for intangible assets was $38.5 million and $36.1 million, respectively, for the nine months ended June 30, 2024 and 2023.

 

During the second quarter of fiscal year 2024, the Company discontinued its sample sourcing product offering (a product line within the SMS segment). As a result, the Company recorded a $4.7 million impairment of intangible assets related to the sample sourcing business within "Impairment of goodwill and intangible assets" in its Condensed Consolidated Statements of Operations during the three months ended March 31, 2024.

 

Estimated future amortization expense for the intangible assets for the remainder of fiscal year 2024 and the subsequent five fiscal years is as follows (in thousands):

 

Remainder of fiscal year 2024

 $12,623 

2025

  48,675 

2026

  44,230 

2027

  36,198 

2028

  29,906 

2029

  24,264 

 

v3.24.2.u1
Note 7 - Restructuring
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Restructuring and Related Activities Disclosure [Text Block]

7. Restructuring

 

2024 Restructuring Plan

 

In the second quarter of fiscal year 2024, the Company launched initiatives designed to optimize resources for future growth and improve efficiency across its organization. The focus of the initiatives is to improve the Company’s profitability, which includes facilities consolidation, portfolio optimization, and organization structure simplification. The Company expects to complete the activities included in these initiatives by the end of fiscal year 2026. As of the date of issuance of the financial statements for the quarterly period ended June 30, 2024, the Company has not identified restructuring actions related to these initiatives that will result in additional material charges. The Company expects to identify additional actions as it further refines its plan, and the related initiatives in future periods will be recorded when specified criteria are met, including but not limited to, communication of benefit arrangements or when the costs have been incurred.

 

The majority of the restructuring expenses associated with the initiatives described above for the three and nine months ended June 30, 2024 are severance and related costs, operating lease related right-of-use (“ROU”) asset abandonment, and fixed assets and other asset write-offs. Of the total restructuring expenses in the nine months ended June 30, 2024, $4.9 million is related to B Medical Systems segment; $2.6 million is related to SMS segment; $3.0 million is the Company’s headquarters operating lease related ROU asset abandonment and corporate related severance costs.

 

2023 Cost Savings Plans

 

In the second and third quarters of fiscal year 2023, the Company announced cost savings plans designed to position the Company to meet the needs of its customers and accelerate growth of the business.

 

The restructuring expenses associated with the 2023 cost savings plans for the three and nine months ended June 30, 2023 are severance and related costs.

 

The following table sets forth restructuring charges recognized for the three and nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Severance and related costs

 $1,216  $812  $4,447  $3,773 

Property, plant and equipment and other asset write-offs

  489      4,151    

ROU asset abandonment

        901    

Other

  359      1,029    

Total restructuring charges

 $2,064  $812  $10,528  $3,773 

 

The following table sets forth the activity in the severance and related costs accruals for the nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Nine Months Ended June 30,

 

 

2024

  

2023

 

Balance at beginning of period

 $1,011  $462 

Provisions

  4,447   3,773 

Payments

  (3,314)  (3,442)

Balance at end of period

 $2,144  $793 

 

v3.24.2.u1
Note 8 - Supplementary Balance Sheet Information
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Supplemental Balance Sheet Disclosures [Text Block]

8. Supplementary Balance Sheet Information

 

Inventories

 

The following is a summary of inventories at June 30, 2024 and  September 30, 2023 (in thousands):

 

 

June 30,

  

September 30,

 

 

2024

  

2023

 

        

Raw materials and purchased parts

 $56,341  $59,861 

Work-in-process

  10,504   11,400 

Finished goods

  48,425   56,937 

Total inventories

 $115,270  $128,198 

 

Inventory reserves were $9.0 million and $5.0 million, respectively, at June 30, 2024 and  September 30, 2023.

 

Warranty and Retrofit Costs

 

The following is a summary of product and warranty retrofit activity for the nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Nine Months Ended June 30,

 

 

2024

  

2023

 

 

  

 

Balance at beginning of period

 $10,223  $2,890 

Adjustment for acquisitions

     2,303 

Accruals for warranties during the period

  1,031   3,936 

Costs incurred during the period

  (1,903)  (2,871)

Balance at end of period

 $9,351  $6,258 

 

v3.24.2.u1
Note 9 - Stockholders' Equity
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Equity [Text Block]

9. Stockholders Equity

 

Share Repurchases

 

During the three months ended June 30, 2024, the Company repurchased 4.2 million shares of common stock for $225.9 million (excluding fees, commissions, and excise tax) pursuant to the 2022 share repurchase authorization. During the nine months ended June 30, 2024, the Company repurchased 7.7 million shares of common stock for $412.6 million (excluding fees, commissions, and excise tax) pursuant to the 2022 share repurchase authorization. As of June 30, 2024, the Company accrued $3.9 million for excise tax related to share repurchases, which is considered an additional cost of the share repurchases and a reduction to stockholders’ equity in the Condensed Consolidated Balance Sheets.

 ​

Accumulated Other Comprehensive Income (Loss)

 ​

The following is a summary of the components of accumulated other comprehensive income (loss), net of tax for the nine months ended June 30, 2024 and 2023 (in thousands):

 ​

 

  

Unrealized

  

  

  

 

 

  

Gains (Losses)

  

  

  

 

 

  

on Available-

  

​Gains (Losses)

  

Pension

  

 

 

Currency

  

for-Sale

  

on Derivative

  

Liability

  

 

 

Translation

  

Securities

  

asset

  

Adjustments

  

 

 

Adjustments

  

Net of tax

  

Net of tax

  

Net of tax

  

Total

 

Balance at September 30, 2022

 $(165,694) $(10,909) $93,020  $(333) $(83,916)

Other comprehensive income (loss) before reclassifications

  113,140   4,109   (70,478)     46,771 

Balance at June 30, 2023

 $(52,554) $(6,800) $22,542  $(333) $(37,145)

 

 

  

Unrealized

  

  

  

 

 

  

Gains (Losses)

  

  

  

 

 

  

on Available-

  

​Gains (Losses)

  

Pension

  

 

 

Currency

  

for-Sale

  

on Derivative

  

Liability

  

 

 

Translation

  

Securities

  

asset

  

Adjustments

  

 

 

Adjustments

  

Net of tax

  

Net of tax

  

Net of tax

  

Total

 

Balance at September 30, 2023

 $(88,448) $(5,135) $31,487  $(330) $(62,426)

Other comprehensive income (loss) before reclassifications

  21,725   3,799   (7,971)  (88)  17,465 

Amounts reclassified from accumulated other comprehensive income (loss)

           66   66 

Balance at June 30, 2024

 $(66,723) $(1,336) $23,516  $(352) $(44,895)

 

Unrealized gains (losses) on available-for-sale marketable securities are reclassified from “Accumulated other comprehensive income (loss)” into results of operations at the time of the securities’ sale, as described in Note 2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K. Amounts reclassified from “Accumulated other comprehensive income (loss)” related to pension liability adjustments represent amortization of actuarial gains and losses.

v3.24.2.u1
Note 10 - Revenue From Contracts With Customers
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

10. Revenue from Contracts with Customers

 

Disaggregated Revenue

 

The Company disaggregates revenue from contracts with customers in a manner that depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The following is revenue by significant business line for the three and nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Three months ended June 30,

  

Nine months ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Significant Business Line

 

  

  

  

 

Multiomics

 $63,619  $63,846  $188,556  $187,172 

Core Products (1)

  49,440   47,810   143,170   139,386 

Sample Repository Solutions

  31,233   27,531   90,646   82,452 

B Medical Systems

  28,517   26,761   63,888   83,705 

Total revenue

 $172,809  $165,948  $486,260  $492,715 

 

(1) Core Products are Automated Stores, Cryogenic Systems, Automated Sample Tube, and Consumables and Instruments.

 

Contract Balances

 

Accounts Receivable, Net. Accounts receivable represent rights to consideration in exchange for products or services that have been transferred by the Company, when payment is unconditional and only the passage of time is required before payment is due. The Company maintains an allowance for expected credit losses representing its best estimate of probable credit losses related to its existing accounts receivable. The Company determines the allowance for expected credit losses based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends, historical experience, and other information through the payment periods.

 

Contract Assets. Contract assets represent rights to consideration in exchange for products or services that have been transferred by the Company and payment is conditional on something other than the passage of time. These amounts typically relate to contracts where the right to invoice the customer is not present until completion of the contract or the achievement of specified milestones and the value of the products or services transferred exceed this constraint. Contract assets are classified as current as they are expected to convert to cash within one year. Contract asset balances which are included within “Prepaid expenses and other current assets” in the Company’s Condensed Consolidated Balance Sheet, were $26.9 million and $24.2 million at June 30, 2024 and  September 30, 2023, respectively.

 

Contract Liabilities. Contract liabilities represent the Company’s obligation to transfer products or services to a customer for which consideration has been received, or for which an amount of consideration is due from the customer. Contract assets and liabilities are reported on a net basis at the contract level, depending on the contract’s position at the end of each reporting period. Contract liabilities are included within “Deferred revenue” in the Condensed Consolidated Balance Sheet. Contract liabilities were $33.3 million and $34.6 million at June 30, 2024 and  September 30, 2023, respectively. The Company recognized revenues of $29.4 million and $26.8 million in the nine months ended June 30, 2024 and 2023, respectively, that were included in the contract liability balance at the beginning of each period.

 

Remaining Performance Obligations. Remaining performance obligations represent the transaction price of unsatisfied or partially satisfied performance obligations within contracts with an original expected contract term that is greater than one year and for which fulfillment of the contract has started as of the end of the reporting period. The aggregate amount of transaction consideration allocated to remaining performance obligations as of June 30, 2024 was $96.0 million. The following table summarizes when the Company expects to recognize the remaining performance obligations as revenue; the Company will recognize revenue associated with these performance obligations as transfer of control occurs (in thousands):

 

 

As of June 30, 2024

 

 

Less than 1 Year

  

Greater than 1 Year

  

Total

 

Remaining performance obligations

 $77,637  $18,392  $96,029 

 

v3.24.2.u1
Note 11 - Stock-based Compensation
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

11. Stock-Based Compensation

 

In accordance with the 2020 Equity Incentive Plan, the Company may issue to eligible employees options to purchase shares of the Company’s common stock, restricted stock units and other equity incentives, which vest upon the satisfaction of a performance condition and/or a service condition. In addition, the Company issues common stock to participating employees pursuant to an employee stock purchase plan, and may issue common stock awards and deferred restricted stock units to members of its board of directors in accordance with its board of director compensation program.

 

2020 Equity Incentive Plan

 

The following table reflects the total stock-based compensation expense recorded during the three and nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Restricted stock units

 $3,508  $3,604  $11,642  $8,997 

Employee stock purchase plan

  310   391   980   1,094 

Total stock-based compensation expense

 $3,818  $3,995  $12,622  $10,091 

 

Restricted Stock Unit Activity

 

The following table summarizes restricted stock unit activity for the nine months ended June 30, 2024:

 

 

  

Weighted

 

 

  

Average

 

 

  

Grant-Date

 

 

Shares

  

Fair Value

 

Outstanding as of September 30, 2023

  718,954  $67.40 

Granted

  610,574  $55.68 

Vested

  (181,639) $68.32 

Forfeited

  (322,588) $63.07 

Outstanding as of June 30, 2024

  825,301  $60.22 

 

The fair value of restricted stock units vested during the three and nine months ended June 30, 2024 was $0.4 million and $10.2 million, respectively. The fair value of restricted stock units vested during the three and nine months ended June 30, 2023 was $0.1 million and $9.7 million, respectively.

 

As of June 30, 2024, the future unrecognized stock-based compensation expense related to restricted stock units expected to vest is $22.7 million and is expected to be recognized over an estimated weighted average amortization period of 1.8 years.

 

Restricted stock units granted with performance goals may also have a required service period following the achievement of all or a portion of the performance goals. The following table reflects restricted stock units granted during the nine months ended June 30, 2024 and 2023:

 

 

Nine Months Ended June 30,

 

 

2024

  

2023

 

Time-based restricted stock units

  220,641   311,609 

Performance-based restricted stock units

  389,933   278,457 

Total units

  610,574   590,066 

 

Time-Based Restricted Stock Unit Grants

 

Restricted stock units granted with a required service period typically have three-year vesting schedules in which one-third of awards vest at each annual anniversary of grant date, subject to the award holders meeting service requirements.

 

Performance-Based Restricted Stock Unit Grants

 

Performance-based restricted stock units are earned based on the achievement of performance criteria established by the Human Resources and Compensation Committee and approved by the Board of Directors. The criteria for performance-based awards are weighted and have threshold, target, and maximum performance goals.

 

Performance-based restricted stock unit awards granted allow participants to earn 100% of restricted stock units if the Company’s performance meets or exceeds its target goal for each applicable financial metric, and up to a maximum of 200% if the Company’s performance for such metrics meets or exceeds the maximum or stretch goal. Performance below the minimum threshold for each financial metric results in award forfeiture. Performance goals are measured over a three-year period for each year’s restricted stock unit awards and at the end of the period to determine the number of restricted stock units earned, if any, by recipients who continue to meet the service requirement. Upon the third anniversary of each year’s restricted stock unit awards’ grant date, the Company’s Board of Directors approves the number of restricted stock units earned for participants who continue to meet the service requirements on the vesting date.

 

In October 2023, the Company’s Board of Directors approved an amendment to the performance goals associated with the previously issued performance-based restricted stock units for all impacted employees, excluding members of the executive team. The performance goals, as amended, are more reflective of the current macroeconomic environment and consideration toward employee retention in the competitive life sciences industry. Before the amendment, the original performance goals were not expected to be satisfied. Subsequent to the amendment, vesting became probable based on the forecasted achievement of the amended performance goals. The amendment of these restricted stock units is treated as a modification with the total potential maximum compensation cost of $5.5 million recognized over the service period through November 2025. The Company recorded expense of $0.3 million and $1.0 million for the three and nine months ended June 30, 2024, respectively, related to the modified awards.

v3.24.2.u1
Note 12 - Fair Value Measurements
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

12. Fair Value Measurements

 

See Note 2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2023 Annual Report on Form 10-K for information on the fair value hierarchy and the level of inputs used by the Company in determining fair value.

 

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

The following tables summarize assets and liabilities measured and recorded at fair value on a recurring basis in the Condensed Consolidated Balance Sheets as of June 30, 2024 and  September 30, 2023 (in thousands):

 

 

As of June 30, 2024

 

Description

 

Total Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

Cash equivalents

 $147,502  $147,253  $249  $ 

Available-for-sale securities

  405,382   112,633   292,749    

Convertible debt securities

  2,000         2,000 

Foreign exchange contracts

  201      201    

Net investment hedge

  834      834    

Total assets

 $555,919  $259,886  $294,033  $2,000 

 

 

As of September 30, 2023

 

Description

 

Total Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

Cash equivalents

 $525,952  $525,952  $  $ 

Available-for-sale securities

  450,211   85,949   364,262    

Foreign exchange contracts

  44      44    

Net investment hedge

  13,036      13,036    

Total assets

 $989,243  $611,901  $377,342  $ 

Liabilities:

                

Foreign exchange contracts

  421  $  $421  $ 

Total liabilities

 $421  $  $421  $ 

 

Cash Equivalents

 

The Company considers all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents primarily consist of money market funds and U.S. government backed securities with a maturity of three months or less. They are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. The fair values of these investments approximate their carrying values. Investments classified as Level 2 consist of debt securities that are valued using matrix pricing benchmarking because they are not actively traded and bank certificates of deposit with a maturity of three months or less. Matrix pricing is a mathematical technique used to value securities by relying on the securities’ relationship to other benchmark quoted prices.

 

Available-For-Sale Securities

 

Available-for-sale securities primarily consist of highly rated corporate debt securities, and U.S. government backed securities, which are classified as Level 1. Investments classified as Level 2 consist of debt securities that are valued using matrix pricing and benchmarking because they are not actively traded, and bank certificates of deposit. 

 

Convertible Debt Securities

 

In the third quarter of fiscal year 2024, the Company purchased $2.0 million principal amount of convertible notes issued by a private company. The convertible notes are loans to convert to an equity stake in the private company upon a predetermined conversion event. The Company has elected the fair value option in accordance with ASC 825, Financial Instruments ("ASC 825") to record the convertible notes. The fair value option under ASC 825 allows an entity to account for the entire financial instrument at fair value with subsequent changes in fair value recognized in earnings through the condensed consolidated statements of operations at each reporting date. The Company elected the fair value option methodology to account for the convertible notes because the Company believes it accurately reflects the value of the securities and embedded features in the financial statements. As of June 30, 2024, the fair value of the convertible notes was $2.0 million and is included in short-term marketable securities on the condensed consolidated balance sheets. The fair value determination is based on unobservable inputs (Level 3 on the fair value hierarchy) which were based on the best information available in the circumstance, including transaction pricing, recent acquisition, and market participant assumptions. The unobservable inputs used in the determination of the fair value of assets classified as Level 3 have an inherent measurement uncertainty that if changed could result in higher or lower fair value measurements of the assets as of the reporting date.

 

Foreign Exchange Contracts & Net Investment Hedge

 

The Company’s foreign exchange contract assets and liabilities, and its net investment hedge assets are measured and reported at fair value using the market method valuation technique. The inputs to this technique utilize current foreign currency exchange forward market rates published by third-party leading financial news and data providers. These are observable data that represent the rates that the financial institution uses for contracts entered into at that date; however, they are not based on actual transactions, so they are classified as Level 2.

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

In addition to assets and liabilities that are recorded at fair value on a recurring basis, impairment indicators may subject goodwill and long-lived assets to fair value measurement on a nonrecurring basis. As described in Note 6, Goodwill and Intangible Assets, as of June 30, 2024 the Company estimated the fair value of its reporting units using a DCF model. Because the inputs to the valuation model are largely unobservable and reflect the Company’s own assumptions, goodwill and long-lived assets are classified as Level 3.

v3.24.2.u1
Note 13 - Income Taxes
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

13. Income Taxes

 

The Company recorded an income tax benefit of $0.5 million and $0.9 million during the three and nine months ended June 30, 2024, respectively. The tax benefit for the three months ended June 30, 2024 was driven by the Company's loss from operations. The tax benefit for the nine months ended June 30, 2024 was primarily driven by the pre-tax loss from operations offset by $1.7 million of charges related to a valuation allowance recorded against deferred tax assets in a foreign subsidiary, $0.5 million of stock compensation shortfall expense for tax deductions that were lower than the associated book compensation expense and $0.7 million of expenses related to a valuation allowance on beginning of year U.S. state deferred tax assets. The Company’s tax rate on the loss from operations was lower than statutory rates because the Company was not providing a full tax benefit on U.S. losses due to a partial valuation allowance being recorded against U.S. federal and state deferred tax assets during the current year. As a result of the valuation allowance, the benefit was reduced by $1.3 million and $9.6 million during the three and nine months ended June 30, 2024.

 

The Company recorded an income tax benefit of $1.2 million and $9.1 million, respectively, during the three and nine months ended June 30, 2023. The tax benefit for the three months ended  June 30, 2023 was primarily driven by the pre-tax loss from operations during the period. The tax benefit for the nine months ended June 30, 2023 was primarily driven by the pre-tax loss from operations and a $1.4 million deferred tax benefit resulting from the extension of a tax incentive in China. The effective tax rates for the three and nine months ended June 30, 2023 are slightly higher than statutory rates. The effective rates are driven higher than statutory rates by the discrete tax benefit in China noted above and the fair value adjustment of the contingent consideration related to the B Medical acquisition. The contingent consideration generated $18.5 million of pre-tax income that is not subject to income taxes, therefore, the tax benefit is being driven by a tax loss that is significantly higher than the book loss for these periods. 

 

       The Company evaluates the realizability of its deferred tax assets by tax-paying component and assesses the need for a valuation allowance on an annual and a quarterly basis. The Company evaluates the profitability of each tax-paying component on a historical cumulative basis and a forward-looking basis in the course of performing this analysis.

 

The Company has generated U.S. pre-tax losses in recent years but has been in an overall deferred tax liability position where future taxable temporary differences were considered sufficient to offset future deductible temporary differences. The Company expects to generate a U.S. loss during fiscal year 2024 which will result in a partial valuation allowance against U.S. federal and state deferred tax assets. In addition to the U.S. federal and state partial valuation allowance being recorded against deferred tax assets through the estimated annual effective tax rate, the Company has also recorded $0.7 million of valuation allowances against U.S. state deferred tax assets which related to beginning of year.

 

The Company also maintains a valuation allowance against net deferred tax assets on certain foreign tax-paying components.

 

During the nine months ended June 30, 2024, the Company repatriated approximately $455.0 million in cash from its German subsidiary. The Company recorded net tax benefits in the amount of $3.2 million related to the repatriation. The benefit included $5.2 million related to deductible U.S. foreign exchange losses on the repatriation measured at the foreign exchange rate on the date of repatriation. This benefit was offset by $2.0 million of state income taxes, net of federal benefit that was recorded during fiscal year 2023. During the nine months ended June 30, 2024, the Company reversed the $2.9 million deferred tax asset due to changes in foreign exchange rates up to the repatriation date. The impact was recorded against other comprehensive income.

 

The Company has not provided deferred income taxes on the outside basis difference of any foreign subsidiary and maintains its general assertion of indefinite reinvestment regarding those subsidiaries and the remaining earnings of its German subsidiary as of June 30, 2024.

 

The Company maintains liabilities for unrecognized tax benefits based on its estimates and assumptions. The Company recognizes interest related to unrecognized tax benefits as a component of the income tax provision or benefit. The Company recognized minimal interest expense related to its unrecognized tax benefits during the three and nine months ended June 30, 2024.

 

The Company is subject to U.S. federal, state, local and foreign income taxes in various jurisdictions. The amount of income taxes paid is subject to the Company’s interpretation of applicable tax laws in the jurisdictions in which it files.

 

In the normal course of business, the Company is subject to income tax audits in various global jurisdictions in which it operates. The years subject to examination vary for the United States and international jurisdictions, with the earliest tax year being 2018. Based on the outcome of these examinations or the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in the Condensed Consolidated Balance Sheets. The Company currently anticipates that it is reasonably possible that the unrecognized tax benefits and accrued interest on those benefits will not be reduced in the next twelve months due to the statute of limitations expirations. These unrecognized tax benefits would impact the effective tax rate if recognized.

v3.24.2.u1
Note 14 - Net Loss Per Share
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

14. Net Loss per Share

 

The calculations of basic and diluted net loss per share and basic and diluted weighted average shares outstanding are as follows for the three and nine months ended June 30, 2024 and 2023 (in thousands, except per share data):

 

 

Three Months Ended

  

Nine Months Ended

 

 

June 30,

  

June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Loss from continuing operations

 $(6,582) $(2,463) $(159,186) $(15,689)

Income (loss) from discontinued operations, net of tax

     993      (1,943)

Net loss

  (6,582)  (1,470)  (159,186)  (17,632)

 

  

  

  

 

Weighted average common shares outstanding used in computing basic loss per share

  52,963   63,432   54,914   68,494 

Weighted average common shares outstanding used in computing diluted loss per share

  52,963   63,432   54,914   68,494 

 

  

  

  

 

Basic net loss per share:

                

Loss from continuing operations

 $(0.12) $(0.04) $(2.90) $(0.23)

Income (loss) from discontinued operations, net of tax

     0.02      (0.03)

Basic net loss per share

 $(0.12) $(0.02) $(2.90) $(0.26)

 

  

  

  

 

Diluted net loss per share:

                

Loss from continuing operations

 $(0.12) $(0.04) $(2.90) $(0.23)

Income (loss) from discontinued operations, net of tax

     0.02      (0.03)

Diluted net loss per share

 $(0.12) $(0.02) $(2.90) $(0.26)

 

As a result of incurring a net loss from continuing operations for the three and nine months ended June 30, 2024 and 2023, outstanding restricted stock units and shares issued by the Company under the employee stock purchase plan were excluded from the computation of diluted loss per share as their effect would be antidilutive to earnings per share for continuing operations based on the treasury stock method.

v3.24.2.u1
Note 15 - Segment and Geographic Information
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

15. Segment and Geographic Information

 

Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and to assess performance. The Company’s Chief Executive Officer is the Company’s CODM.

 

Effective October 1, 2023, the Company realigned its organizational structure to three principal business segments to enhance its commercial strategy for accelerating growth and to enable additional profitability initiatives. These segments align with changes in how the Company’s CODM manages the business, allocates resources, and assesses performance. The Company’s operating and reportable segments consist of the following:

 ​

 

Sample Management Solutions. The SMS business resources operate as a single business unit offering end-to-end sample management products and services, including: Sample Repository Solutions and Core Products (Automated Stores, Cryogenic Systems, Automated Sample Tube, and Consumables and Instruments).

 

Multiomics. The Multiomics business resources operate as a single business unit offering genomic and other sample analysis services, including gene sequencing and gene synthesis.

 

B Medical Systems. The B Medical Systems business resources operate as a single business unit focused on the manufacturing and distribution of temperature-controlled storage and transportation solutions in international markets to governments, health institutions, and non-government organizations.

 ​

The segment realignment had no impact on the Company’s consolidated financial position, results of operations, or cash flows. All segment information is reflective of this new structure, and prior period information has been recast to conform to our current period presentation.

 

Management considers adjusted operating income (loss), which excludes charges related to amortization of intangible assets, purchase accounting impact on inventory, transformation costs, restructuring charges, goodwill and intangible asset impairment, fair value adjustments to contingent consideration, merger and acquisition costs and costs related to share repurchase, governance-related matters, and other unallocated corporate expenses, as the primary performance metric when evaluating each segment’s operations.

 

The following is the summary of the financial information for the Company’s reportable segments for the three and nine months ended June 30, 2024 and 2023 (in thousands):

 

 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Revenue:

 

             

Sample Management Solutions

 $80,673  $75,341  $233,816  $221,838 

Multiomics

  63,619   63,846   188,556   187,172 

B Medical Systems

  28,517   26,761   63,888   83,705 

Total revenue

 $172,809  $165,948  $486,260  $492,715 

 

  

  

  

 

Adjusted operating income (loss):

 

  

  

  

 

Sample Management Solutions

 $3,404  $813  $981  $(8,261)

Multiomics

  (730)  (3,412)  (7,147)  (10,487)

B Medical Systems

  1,908   1,520   (3,654)  4,456 

Segment adjusted operating income (loss)

  4,582   (1,079)  (9,820)  (14,292)

 

  

  

  

 

Amortization of completed technology

  6,316   4,656   18,315   13,725 

Purchase accounting impact on inventory

     2,956      8,737 

Amortization of other intangibles

  6,621   7,522   20,136   22,403 

Transformation costs (1)

  4,255   21   8,742   (34)

Restructuring charges

  2,064   812   10,528   3,773 

Impairment of goodwill and intangible assets

        115,975    

Contingent consideration - fair value adjustments

     (1,404)     (18,549)

Merger and acquisition costs and costs related to share repurchase (2)

  74   219   4,821   12,075 

Other unallocated corporate expenses

  6   (25)  49   76 

Total operating loss

  (14,754)  (15,836)  (188,386)  (56,498)

Interest income, net

  8,004   11,347   27,650   32,406 

Other income (expense), net

  (282)  819   650   (704)

Loss before income taxes

 $(7,032) $(3,670) $(160,086) $(24,796)

 

(1)

Transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits to the Company focused on cost reduction and productivity improvement that do not meet the definition of restructuring charges. These costs are directed at simplifying, standardizing, streamlining, and optimizing the Company’s operations, processes and systems to permanently alter the Company’s operations for the long term. For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs in the period result from actions taken as part of the Company’s 2024 transformation plan, and primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process & systems re-design.

(2)

Includes expenses related to governance-related matters.

 

The Company has corrected the segment adjusted operating income (loss) for the three and nine months ended June 30, 2023, as certain corporate expenses that are not part of the Company’s CODM’s review of operating segment performance were improperly included in the previously disclosed segment adjusted operating income (loss). The previously disclosed amount of total segment adjusted operating income (loss) for the reportable segments was understated by $7.6 million and $24.1 million, respectively, for the three and nine months ended June 30, 2023. The total net loss before income taxes remained unchanged in each period.

 ​

The following is the summary of the asset information for the Company’s reportable segments as of June 30, 2024 and  September 30, 2023 (in thousands):

 

Assets:

 

June 30, 2024

  

September 30, 2023

 

Sample Management Solutions

 $849,058  $675,708 

Multiomics

  458,578   534,437 

B Medical Systems

  230,754   511,640 

Total assets

 $1,538,390  $1,721,785 

 

The following is a reconciliation of the segment assets to the corresponding amounts presented in the Condensed Consolidated Balance Sheets as of June 30, 2024 and  September 30, 2023 (in thousands):

 

 

June 30,

  

September 30,

 

 

2024

  

2023

 

Segment assets

 $1,538,390  $1,721,785 

Cash and cash equivalents, restricted cash and marketable securities

  754,245   1,134,256 

Deferred tax assets

  1,231   571 

Other assets

  29,429   29,108 

Total assets

 $2,323,295  $2,885,720 

 

Revenue from external customers is attributed to geographic areas based on locations in which the product is shipped. Net revenue by geographic area for the three and nine months ended June 30, 2024 and 2023 are as follows (in thousands):

 

 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Geographic Location:

 

  

  

  

 

United States

 $95,196  $89,199  $274,184  $263,488 

Africa

  21,988   19,052   48,442   44,889 

China

  14,528   13,522   43,072   38,909 

United Kingdom

  8,086   8,737   19,427   19,939 

Rest of Europe

  22,985   23,579   71,667   84,433 

Asia Pacific/Other

  10,026   11,859   29,468   41,057 

Total revenue

 $172,809  $165,948  $486,260  $492,715 

 

The above table has been adjusted from previously reported to correct for a misclassification of revenue between China and other locations for the three and nine months ended June 30, 2023. The adjustment is immaterial and does not impact total revenue. The Company had one individual customer that accounted for 10% or more of its consolidated revenue for the three months ended June 30, 2024 and  June 30, 2023. The Company had one individual customer that accounted for 10% or more of its consolidated revenue for the nine months ended June 30, 2024 and 2023. This individual customer is the same for each period in 2024 and 2023, a distributor shipping to end users in approximately 30 countries, and is related to the B Medical segment. There were no customers that accounted for more than 10% of the Company’s accounts receivable balance as of June 30, 2024 and  September 30, 2023.

v3.24.2.u1
Note 16 - Commitments and Contingencies
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

16. Commitments and Contingencies

 

Contingencies

 

The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or, in certain instances, provide reasonable ranges of potential losses.

 

The Company may also have certain indemnification obligations pursuant to claims made under the definitive agreement it entered into with Edwards Vacuum LLC (a member of the Atlas Copco Group) (“Edwards”) in connection with the Company’s sale of its semiconductor cryogenics business in the fourth quarter of fiscal year 2018. In the third quarter of fiscal year 2020, Edwards asserted claims for indemnification under the definitive agreement relating to alleged breaches of representations and warranties relating to customer warranty claims and inventory (the “2020 Claim”). In addition, in January 2023, Edwards filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York seeking indemnification from the Company under such definitive agreement for $1.0 million and other related damages, including interest and attorney’s fees, arising from a third-party claim that was included as part of their initial claims (the “2023 Claim”).

 

In April 2023, the Company responded to and filed a counterclaim against Edwards for the 2023 Claim alleging breach of the definitive agreements by Edwards and seeking a declaratory judgment. During the third quarter of fiscal year 2023, the Company and Edwards entered into a settlement agreement related to the 2023 Claim to avoid the costs and uncertainties of potential litigation. Under the settlement agreement, the Company paid Edwards $0.8 million from one of the indemnification escrows established at closing of the sale in return for the release of the 2023 Claim and the release to the Company of any residual funds in this escrow.

 

The Company accrued a liability of $2.5 million for the 2020 Claim and 2023 Claim of which $0.8 million was paid during the third quarter of fiscal year 2023. The 2020 Claim remains outstanding and $1.7 million remains in the balance of the accrued liability as of June 30, 2024.

 

The Company cannot determine the probability of any losses or outcome of the 2020 Claim including the amount of any indemnifiable losses, if any, resulting from these claims. However, the Company does not believe that this claim will have a material adverse effect on its consolidated financial position or results of operations. If the resolution of the 2020 Claim results in indemnifiable losses in excess of the applicable indemnification deductibles established under the definitive agreement, Edwards would be required to seek recovery under the representation and warranty insurance Edwards obtained in connection with the closing of the sale of the semiconductor cryogenics business. Management believes that any indemnifiable losses in excess of the applicable deductibles established in the definitive agreement would be covered by such insurance. For indemnifiable claims other than those arising from breaches of representations and warranties and for indemnifiable claims arising from breaches of representations and warranties exceeding the maximum coverage of the representations and warranties insurance policy, Edwards could seek recovery of such indemnifiable losses, if any, directly from the Company. In the event of unexpected subsequent developments and given the inherent unpredictability of these matters, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s consolidated financial position or results of operations in particular quarterly or annual periods.

 ​

Tariff Matter

 

With the assistance of a third-party consultant, during the first quarter of fiscal year 2021, the Company initiated a review of the value of transactions it used for intercompany imports into the United States from its GENEWIZ business. As a result of this review and a new interpretation surrounding the valuation method used to calculate the estimated transaction value, the Company revised its estimate of the tariffs owed and paid $5.9 million to the U.S. customs authorities during fiscal year 2022. The U.S. customers authorities completed the review and closed the matter related to the periods prior to November 2021. The U.S. customs authorities are currently in process of reviewing the Company’s calculation of tariffs for the periods after November 2021 to determine if any further tariffs are owed by the Company. The Company has revised its tariff calculation methodology to align with the new interpretation provided to it by U.S. customs authorities. The estimated amount owed to the U.S. customs authorities under this revised methodology for periods after November 2021 is $2.5 million and has been accrued in the Condensed Consolidated Balance Sheets.

 

Purchase Commitments

 

As of June 30, 2024, the Company had non-cancellable commitments of $71.4 million, comprised of purchase orders for inventory of $53.3 million and other operating expense commitments of $18.1 million.

 

v3.24.2.u1
Insider Trading Arrangements
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Insider Trading Arr Line Items    
Material Terms of Trading Arrangement [Text Block]  

Item 5. Other Information

 

Rule 10b5-1 Trading Arrangements

 

During the three months ended June 30, 2024, no director nor officer of the Company adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K.

 

Rule 10b5-1 Arrangement Adopted [Flag] false  
Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Adopted [Flag] false  
v3.24.2.u1
Significant Accounting Policies (Policies)
9 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Consolidation, Policy [Policy Text Block]

Principles of Consolidation and Basis of Presentation

 

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and all entities where it has a controlling financial interest and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation.

 

The accompanying year-end balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The unaudited interim Condensed Consolidated Financial Statements have been prepared on the same basis as the audited financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the periods presented.

 

Certain information and 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 for the fiscal year ended September 30, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on November 21, 2023 (the “2023 Annual Report on Form 10-K”).

 

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

 

The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect amounts reported in the financial statements and notes thereto. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates. Estimates are associated with recording accounts receivable, inventories, goodwill, intangible assets other than goodwill, long-lived assets, derivative financial instruments, deferred income taxes, warranty obligations, revenue over time, stock-based compensation expense, and other accounts. The Company assesses the estimates on an ongoing basis and records changes in estimates in the period they occur and become known.

 

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation

 

Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Foreign currency exchange gains (losses) generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other income” in the Condensed Consolidated Statements of Operations. Net foreign currency transaction and remeasurement losses were $0.8 million and gains were $0.1 million for the three months ended June 30, 2024 and 2023, respectively. Net foreign currency transaction and remeasurement losses were $1.7 million and $2.7 million during the nine months ended June 30, 2024 and 2023, respectively.

 

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements

 

In October 2023, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the SECs Disclosure Update and Simplification Initiative. The ASU aligns the requirements in FASB’s Accounting Standards Codification (“ASC”) with SEC regulations. The effective date for each amendment is the date on which the SEC removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or if the SEC does not remove the requirement by June 30, 2027, the amendment will not become effective for any entity. Early adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements or disclosures.

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires the disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures about significant segment expenses. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption on its disclosures; the Company does not expect that the standard will have an impact on the Company's consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company is currently evaluating the standard to determine the impact of adoption on its disclosures; the Company does not expect that the standard will have an impact on the Company's consolidated financial statements.

 

In March 2024, the FASB issued ASU 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements. The ASU contains amendments to the ASC that remove references to various FASB Concepts Statements. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its disclosures; the Company does not expect that the standard will have an impact on the Company's consolidated financial statements.

 

In March 2024, the SEC issued final rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. Effective fiscal year 2026, the Company is required to disclose climate-related risks that are reasonably likely to have a material impact on the Company’s business strategy, results of operations, or financial condition. Additionally, the Company will be required to disclose the effects of severe weather events and other natural conditions within the notes to the financial statements, subject to certain materiality thresholds. Effective fiscal year 2027, required disclosures will also include disclosure of material direct greenhouse gas emissions from operations owned or controlled (Scope 1) and material indirect greenhouse gas emissions from purchased energy consumed in owned or controlled operations (Scope 2). In April 2024, the SEC issued an order voluntarily staying the effectiveness of the new rules pending the completion of judicial review of certain legal challenges to their validity. The Company is currently evaluating the impact of these rules assuming adoption as well as monitoring the status of the related litigation and the SEC’s stay.

 

In 2021, the Organization of Economic Cooperation and Development (“OECD”) introduced its Pillar II Framework Model Rules (“Pillar 2”), which are designed to impose a 15% global minimum tax on the earnings of in-scope multinational corporations on a country-by-country basis. Certain aspects of Pillar 2 took effect on January 1, 2024 while other aspects go into effect on January 1, 2025. The Company is evaluating the potential impact of Pillar 2 on its business, as the countries in which it operates are enacting legislation implementing Pillar 2.

v3.24.2.u1
Note 4 - Marketable Securities (Tables)
9 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Available-for-Sale Securities Reconciliation [Table Text Block]

 

  

Gross

  

Gross

  

 

 

Amortized

  

Unrealized

  

Unrealized

  

 

 

Cost

  

Losses

  

Gains

  

Fair Value

 

June 30, 2024:

                

U.S. Treasury securities and obligations of U.S. government agencies

 $298,843  $(786) $  $298,057 

Bank certificates of deposit

  5,422   (44)     5,378 

Corporate securities

  103,869   (941)     102,928 

Municipal securities

  1,019         1,019 

 $409,153  $(1,771) $  $407,382 

September 30, 2023:

                

U.S. Treasury securities and obligations of U.S. government agencies

 $227,804  $(2,573) $  $225,231 

Bank certificates of deposit

  8,122   (170)     7,952 

Corporate securities

  221,155   (4,127)     217,028 

 $457,081  $(6,870) $  $450,211 
Investments Classified by Contractual Maturity Date [Table Text Block]

 

Amortized

  

 

 

Cost

  

Fair Value

 

Due in one year or less

 $260,690  $259,296 

Due after one year through five years

  144,955   144,578 

Due after five years through ten years

      

Due after ten years

  3,508   3,508 

Total marketable securities

 $409,153  $407,382 
v3.24.2.u1
Note 5 - Derivative Instruments (Tables)
9 Months Ended
Jun. 30, 2024
Notes Tables  
Derivative Instruments, Gain (Loss) [Table Text Block]

 

Three Months Ended

  

Nine Months Ended

 

 

June 30,

  

June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Realized gains (losses) on derivatives not designated as hedging instruments

 $(415) $182  $(2,202) $(1,930)
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

 

June 30,

  

September 30,

 

Hedge Designation

 

2024

  

2023

 

 

  

 

Cross-currency swap

Net Investment Hedge

 $75,978  $436,360 

Foreign exchange contracts

Undesignated

  61,866   184,800 
v3.24.2.u1
Note 6 - Goodwill and Intangible Assets (Tables)
9 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Goodwill [Table Text Block]
  

Sample

             

 

Management

      

B Medical

     
  

Solutions

  

Multiomics

  

Systems

  

Total

 

Balance - October 1, 2023

 $478,601  $196,760  $108,978  $784,339 

Impairment

        (111,317)  (111,317)

Currency translation adjustments

  4,330      2,339   6,669 

Balance - June 30, 2024

 $482,931  $196,760  $  $679,691 

 

  

  

  

 

Accumulated goodwill impairments, June 30, 2024

 $  $  $(111,317) $(111,317)
Schedule of Finite-Lived Intangible Assets [Table Text Block]

 

June 30, 2024

  

September 30, 2023

 

 

  

Accumulated

  

Net Book

  

  

Accumulated

  

Net Book

 

 

Cost

  

Amortization

  

Value

  

Cost

  

Amortization

  

Value

 

Patents

 $1,226  $1,190  $36  $1,226  $1,175  $51 

Completed technology

  217,691   74,588   143,103   215,430   56,021   159,409 

Trademarks and trade names

  6,721   2,624   4,097   6,630   1,445   5,185 

Non-competition agreements

           681   568   113 

Customer relationships

  284,688   178,449   106,239   290,800   161,257   129,543 

Other intangibles

  656   656      869   869    

Total

 $510,982  $257,507  $253,475  $515,636  $221,335  $294,301 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Remainder of fiscal year 2024

 $12,623 

2025

  48,675 

2026

  44,230 

2027

  36,198 

2028

  29,906 

2029

  24,264 
v3.24.2.u1
Note 7 - Restructuring (Tables)
9 Months Ended
Jun. 30, 2024
Notes Tables  
Restructuring and Related Costs [Table Text Block]

 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Severance and related costs

 $1,216  $812  $4,447  $3,773 

Property, plant and equipment and other asset write-offs

  489      4,151    

ROU asset abandonment

        901    

Other

  359      1,029    

Total restructuring charges

 $2,064  $812  $10,528  $3,773 
Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

 

Nine Months Ended June 30,

 

 

2024

  

2023

 

Balance at beginning of period

 $1,011  $462 

Provisions

  4,447   3,773 

Payments

  (3,314)  (3,442)

Balance at end of period

 $2,144  $793 
v3.24.2.u1
Note 8 - Supplementary Balance Sheet Information (Tables)
9 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]

 

June 30,

  

September 30,

 

 

2024

  

2023

 

        

Raw materials and purchased parts

 $56,341  $59,861 

Work-in-process

  10,504   11,400 

Finished goods

  48,425   56,937 

Total inventories

 $115,270  $128,198 
Schedule of Product Warranty Liability [Table Text Block]

 

Nine Months Ended June 30,

 

 

2024

  

2023

 

 

  

 

Balance at beginning of period

 $10,223  $2,890 

Adjustment for acquisitions

     2,303 

Accruals for warranties during the period

  1,031   3,936 

Costs incurred during the period

  (1,903)  (2,871)

Balance at end of period

 $9,351  $6,258 
v3.24.2.u1
Note 9 - Stockholders' Equity (Tables)
9 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

 

  

Unrealized

  

  

  

 

 

  

Gains (Losses)

  

  

  

 

 

  

on Available-

  

​Gains (Losses)

  

Pension

  

 

 

Currency

  

for-Sale

  

on Derivative

  

Liability

  

 

 

Translation

  

Securities

  

asset

  

Adjustments

  

 

 

Adjustments

  

Net of tax

  

Net of tax

  

Net of tax

  

Total

 

Balance at September 30, 2022

 $(165,694) $(10,909) $93,020  $(333) $(83,916)

Other comprehensive income (loss) before reclassifications

  113,140   4,109   (70,478)     46,771 

Balance at June 30, 2023

 $(52,554) $(6,800) $22,542  $(333) $(37,145)

 

  

Unrealized

  

  

  

 

 

  

Gains (Losses)

  

  

  

 

 

  

on Available-

  

​Gains (Losses)

  

Pension

  

 

 

Currency

  

for-Sale

  

on Derivative

  

Liability

  

 

 

Translation

  

Securities

  

asset

  

Adjustments

  

 

 

Adjustments

  

Net of tax

  

Net of tax

  

Net of tax

  

Total

 

Balance at September 30, 2023

 $(88,448) $(5,135) $31,487  $(330) $(62,426)

Other comprehensive income (loss) before reclassifications

  21,725   3,799   (7,971)  (88)  17,465 

Amounts reclassified from accumulated other comprehensive income (loss)

           66   66 

Balance at June 30, 2024

 $(66,723) $(1,336) $23,516  $(352) $(44,895)
v3.24.2.u1
Note 10 - Revenue From Contracts With Customers (Tables)
9 Months Ended
Jun. 30, 2024
Notes Tables  
Disaggregation of Revenue [Table Text Block]

 

Three months ended June 30,

  

Nine months ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Significant Business Line

 

  

  

  

 

Multiomics

 $63,619  $63,846  $188,556  $187,172 

Core Products (1)

  49,440   47,810   143,170   139,386 

Sample Repository Solutions

  31,233   27,531   90,646   82,452 

B Medical Systems

  28,517   26,761   63,888   83,705 

Total revenue

 $172,809  $165,948  $486,260  $492,715 
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block]

 

As of June 30, 2024

 

 

Less than 1 Year

  

Greater than 1 Year

  

Total

 

Remaining performance obligations

 $77,637  $18,392  $96,029 
v3.24.2.u1
Note 11 - Stock-based Compensation (Tables)
9 Months Ended
Jun. 30, 2024
Notes Tables  
Share-Based Payment Arrangement, Cost by Plan [Table Text Block]

 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Restricted stock units

 $3,508  $3,604  $11,642  $8,997 

Employee stock purchase plan

  310   391   980   1,094 

Total stock-based compensation expense

 $3,818  $3,995  $12,622  $10,091 
Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]

 

  

Weighted

 

 

  

Average

 

 

  

Grant-Date

 

 

Shares

  

Fair Value

 

Outstanding as of September 30, 2023

  718,954  $67.40 

Granted

  610,574  $55.68 

Vested

  (181,639) $68.32 

Forfeited

  (322,588) $63.07 

Outstanding as of June 30, 2024

  825,301  $60.22 

 

Nine Months Ended June 30,

 

 

2024

  

2023

 

Time-based restricted stock units

  220,641   311,609 

Performance-based restricted stock units

  389,933   278,457 

Total units

  610,574   590,066 
v3.24.2.u1
Note 12 - Fair Value Measurements (Tables)
9 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

 

As of June 30, 2024

 

Description

 

Total Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

Cash equivalents

 $147,502  $147,253  $249  $ 

Available-for-sale securities

  405,382   112,633   292,749    

Convertible debt securities

  2,000         2,000 

Foreign exchange contracts

  201      201    

Net investment hedge

  834      834    

Total assets

 $555,919  $259,886  $294,033  $2,000 

 

As of September 30, 2023

 

Description

 

Total Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

Cash equivalents

 $525,952  $525,952  $  $ 

Available-for-sale securities

  450,211   85,949   364,262    

Foreign exchange contracts

  44      44    

Net investment hedge

  13,036      13,036    

Total assets

 $989,243  $611,901  $377,342  $ 

Liabilities:

                

Foreign exchange contracts

  421  $  $421  $ 

Total liabilities

 $421  $  $421  $ 
v3.24.2.u1
Note 14 - Net Loss Per Share (Tables)
9 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

 

Three Months Ended

  

Nine Months Ended

 

 

June 30,

  

June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Loss from continuing operations

 $(6,582) $(2,463) $(159,186) $(15,689)

Income (loss) from discontinued operations, net of tax

     993      (1,943)

Net loss

  (6,582)  (1,470)  (159,186)  (17,632)

 

  

  

  

 

Weighted average common shares outstanding used in computing basic loss per share

  52,963   63,432   54,914   68,494 

Weighted average common shares outstanding used in computing diluted loss per share

  52,963   63,432   54,914   68,494 

 

  

  

  

 

Basic net loss per share:

                

Loss from continuing operations

 $(0.12) $(0.04) $(2.90) $(0.23)

Income (loss) from discontinued operations, net of tax

     0.02      (0.03)

Basic net loss per share

 $(0.12) $(0.02) $(2.90) $(0.26)

 

  

  

  

 

Diluted net loss per share:

                

Loss from continuing operations

 $(0.12) $(0.04) $(2.90) $(0.23)

Income (loss) from discontinued operations, net of tax

     0.02      (0.03)

Diluted net loss per share

 $(0.12) $(0.02) $(2.90) $(0.26)
v3.24.2.u1
Note 15 - Segment and Geographic Information (Tables)
9 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]

 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Revenue:

 

             

Sample Management Solutions

 $80,673  $75,341  $233,816  $221,838 

Multiomics

  63,619   63,846   188,556   187,172 

B Medical Systems

  28,517   26,761   63,888   83,705 

Total revenue

 $172,809  $165,948  $486,260  $492,715 

 

  

  

  

 

Adjusted operating income (loss):

 

  

  

  

 

Sample Management Solutions

 $3,404  $813  $981  $(8,261)

Multiomics

  (730)  (3,412)  (7,147)  (10,487)

B Medical Systems

  1,908   1,520   (3,654)  4,456 

Segment adjusted operating income (loss)

  4,582   (1,079)  (9,820)  (14,292)

 

  

  

  

 

Amortization of completed technology

  6,316   4,656   18,315   13,725 

Purchase accounting impact on inventory

     2,956      8,737 

Amortization of other intangibles

  6,621   7,522   20,136   22,403 

Transformation costs (1)

  4,255   21   8,742   (34)

Restructuring charges

  2,064   812   10,528   3,773 

Impairment of goodwill and intangible assets

        115,975    

Contingent consideration - fair value adjustments

     (1,404)     (18,549)

Merger and acquisition costs and costs related to share repurchase (2)

  74   219   4,821   12,075 

Other unallocated corporate expenses

  6   (25)  49   76 

Total operating loss

  (14,754)  (15,836)  (188,386)  (56,498)

Interest income, net

  8,004   11,347   27,650   32,406 

Other income (expense), net

  (282)  819   650   (704)

Loss before income taxes

 $(7,032) $(3,670) $(160,086) $(24,796)
Reconciliation of Assets from Segment to Consolidated [Table Text Block]

Assets:

 

June 30, 2024

  

September 30, 2023

 

Sample Management Solutions

 $849,058  $675,708 

Multiomics

  458,578   534,437 

B Medical Systems

  230,754   511,640 

Total assets

 $1,538,390  $1,721,785 

 

June 30,

  

September 30,

 

 

2024

  

2023

 

Segment assets

 $1,538,390  $1,721,785 

Cash and cash equivalents, restricted cash and marketable securities

  754,245   1,134,256 

Deferred tax assets

  1,231   571 

Other assets

  29,429   29,108 

Total assets

 $2,323,295  $2,885,720 
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]

 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 

 

2024

  

2023

  

2024

  

2023

 

Geographic Location:

 

  

  

  

 

United States

 $95,196  $89,199  $274,184  $263,488 

Africa

  21,988   19,052   48,442   44,889 

China

  14,528   13,522   43,072   38,909 

United Kingdom

  8,086   8,737   19,427   19,939 

Rest of Europe

  22,985   23,579   71,667   84,433 

Asia Pacific/Other

  10,026   11,859   29,468   41,057 

Total revenue

 $172,809  $165,948  $486,260  $492,715 
v3.24.2.u1
Note 1 - Nature of Operations (Details Textual)
9 Months Ended
Jun. 30, 2024
Number of Reportable Segments 3
v3.24.2.u1
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Realized Gain (Loss), Foreign Currency Transaction, before Tax $ (0.8) $ 0.1 $ (1.7) $ (2.7)
v3.24.2.u1
Note 3 - Business Combinations (Details Textual)
$ in Thousands
9 Months Ended
Feb. 02, 2023
USD ($)
Oct. 03, 2022
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Sep. 30, 2023
USD ($)
Payments to Acquire Businesses, Net of Cash Acquired     $ (0) $ 386,508  
Goodwill     $ 679,691   $ 784,339
Ziath, Ltd. [Member]          
Payments to Acquire Businesses, Net of Cash Acquired $ 16,000        
Goodwill 12,000        
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities 1,100        
Business Acquisition, Goodwill, Expected Tax Deductible Amount 0        
Ziath, Ltd. [Member] | Developed Technology Rights [Member]          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles $ 4,100        
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) 10 years        
Ziath, Ltd. [Member] | Customer Relationships [Member]          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles $ 600        
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) 13 years        
Ziath, Ltd. [Member] | Trademarks [Member]          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles $ 300        
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) 13 years        
B Medical Systems S.a.r.l. [Member]          
Business Combination, Consideration Transferred   $ 432,200      
Number of Countries in which Entity Operates   150      
B Medical Systems S.a.r.l. [Member] | Measurement Input, Discount Rate [Member]          
Intangible Asset, Measurement Input   0.13      
B Medical Systems S.a.r.l. [Member] | Developed Technology Rights [Member]          
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year)   10 years      
B Medical Systems S.a.r.l. [Member] | Customer Relationships [Member]          
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year)   16 years      
B Medical Systems S.a.r.l. [Member] | Trademarks [Member]          
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year)   5 years      
B Medical Systems S.a.r.l. [Member] | Order or Production Backlog [Member]          
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year)   1 year      
v3.24.2.u1
Note 4 - Marketable Securities (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Proceeds from Sale and Maturity of Debt Securities, Available-for-Sale $ 241,000 $ 223,300 $ 431,544 $ 951,504
Debt Securities, Realized Gain (Loss)       $ (800)
v3.24.2.u1
Note 4 - Marketable Securities - Reconciliation of Marketable Securities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Amortized cost $ 409,153 $ 457,081
Gross unrealized losses (1,771) (6,870)
Gross unrealized gains 0 0
Fair value 407,382 450,211
US Treasury and Government [Member]    
Amortized cost 298,843 227,804
Gross unrealized losses (786) (2,573)
Gross unrealized gains 0 0
Fair value 298,057 225,231
Certificates of Deposit [Member]    
Amortized cost 5,422 8,122
Gross unrealized losses (44) (170)
Gross unrealized gains 0 0
Fair value 5,378 7,952
Corporate Debt Securities [Member]    
Amortized cost 103,869 221,155
Gross unrealized losses (941) (4,127)
Gross unrealized gains 0 0
Fair value 102,928 $ 217,028
US States and Political Subdivisions Debt Securities [Member]    
Amortized cost 1,019  
Gross unrealized losses 0  
Gross unrealized gains 0  
Fair value $ 1,019  
v3.24.2.u1
Note 4 - Marketable Securities - Schedule of Contractual Maturity (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Due in one year or less, amortized cost $ 260,690
Due in one year or less, fair value 259,296
Due after one year through five years, amortized cost 144,955
Due after one year through five years, fair value 144,578
Due after five years through ten years, amortized cost 0
Due after five years through ten years, fair value 0
Due after ten years, amortized cost 3,508
Due after ten years, fair value 3,508
Total marketable securities, amortized cost 409,153
Total marketable securities, fair value $ 407,382
v3.24.2.u1
Note 5 - Derivative Instruments (Details Textual)
$ in Thousands, € in Millions
3 Months Ended 9 Months Ended
Feb. 01, 2024
USD ($)
Feb. 01, 2023
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Feb. 01, 2024
EUR (€)
Sep. 30, 2023
USD ($)
Feb. 01, 2023
EUR (€)
Feb. 01, 2022
USD ($)
Feb. 01, 2022
EUR (€)
Cross Currency Swap 1 [Member]                      
Derivative, Notional Amount                   $ 1,000,000  
Cross Currency Swap 1 [Member] | Designated as Hedging Instrument [Member]                      
Derivative, Notional Amount   $ 960,000             € 852 $ 960,000 € 915
Derivative, Variable Interest Rate                   1.20% 1.20%
Derivative, Fixed Interest Rate                   1.28% 1.28%
Derivative, Forward Exchange Rate   1.13             1.13    
Gain on Derivative Instruments, Pretax   $ 29,300                  
Cross Currency Swap 2 [Member] | Designated as Hedging Instrument [Member]                      
Derivative, Notional Amount $ 436,000 $ 436,000         € 400   € 400    
Derivative, Variable Interest Rate   1.66%             1.66%    
Derivative, Forward Exchange Rate 1.09           1.09        
Gain on Derivative Instruments, Pretax $ 1,400                    
Cross Currency Swap 3 [Member] | Designated as Hedging Instrument [Member]                      
Derivative, Notional Amount $ 76,000           € 70        
Derivative, Variable Interest Rate 1.44%           1.44%        
Cross Currency Interest Rate Contract [Member] | Designated as Hedging Instrument [Member]                      
Derivative, Notional Amount     $ 75,978   $ 75,978     $ 436,360      
Interest Income, Other     $ 300 $ 1,800 $ 3,400 $ 7,100          
v3.24.2.u1
Note 5 - Derivative Instruments - Schedule of Gain (Loss) on Derivatives (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Realized gains (losses) on derivatives not designated as hedging instruments $ (415) $ 182 $ (2,202) $ (1,930)
v3.24.2.u1
Note 5 - Derivative Instruments - Schedule of Derivative Instruments (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Cross Currency Interest Rate Contract [Member] | Designated as Hedging Instrument [Member]    
Notional amount $ 75,978 $ 436,360
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member]    
Notional amount $ 61,866 $ 184,800
v3.24.2.u1
Note 6 - Goodwill and Intangible Assets (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 9 Months Ended
Apr. 01, 2024
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Goodwill, Impairment Loss           $ 111,317  
Amortization of Intangible Assets   $ 12,900   $ 12,200   38,500 $ 36,100
B Medical Systems S.a.r.l. [Member]              
Goodwill, Impairment Loss         $ 111,300 111,317  
Impairment of Intangible Assets, Finite-Lived         0    
Sample Management Solutions [Member]              
Goodwill, Impairment Loss         $ 0 (0)  
Impairment of Intangible Assets, Finite-Lived     $ 4,700        
Multiomics [Member]              
Goodwill, Impairment Loss $ 0         $ (0)  
v3.24.2.u1
Note 6 - Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
6 Months Ended 9 Months Ended
Apr. 01, 2024
Mar. 31, 2024
Jun. 30, 2024
Balance   $ 784,339 $ 784,339
Impairment     (111,317)
Currency translation adjustments     6,669
Balance     679,691
Accumulated goodwill impairments, June 30, 2024     (111,317)
Sample Management Solutions [Member]      
Balance   478,601 478,601
Impairment   0 0
Currency translation adjustments     4,330
Balance     482,931
Accumulated goodwill impairments, June 30, 2024     0
Multiomics [Member]      
Balance   196,760 196,760
Impairment $ 0   0
Currency translation adjustments     0
Balance     196,760
Accumulated goodwill impairments, June 30, 2024     0
B Medical Systems S.a.r.l. [Member]      
Balance   108,978 108,978
Impairment   $ (111,300) (111,317)
Currency translation adjustments     2,339
Balance     0
Accumulated goodwill impairments, June 30, 2024     $ (111,317)
v3.24.2.u1
Note 6 - Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Intangibles assets, cost $ 510,982 $ 515,636
Intangibles assets, accumulated amortization 257,507 221,335
Intangibles assets, net 253,475 294,301
Patents [Member]    
Intangibles assets, cost 1,226 1,226
Intangibles assets, accumulated amortization 1,190 1,175
Intangibles assets, net 36 51
Developed Technology Rights [Member]    
Intangibles assets, cost 217,691 215,430
Intangibles assets, accumulated amortization 74,588 56,021
Intangibles assets, net 143,103 159,409
Trademarks and Trade Names [Member]    
Intangibles assets, cost 6,721 6,630
Intangibles assets, accumulated amortization 2,624 1,445
Intangibles assets, net 4,097 5,185
Noncompete Agreements [Member]    
Intangibles assets, cost 0 681
Intangibles assets, accumulated amortization 0 568
Intangibles assets, net 0 113
Customer Relationships [Member]    
Intangibles assets, cost 284,688 290,800
Intangibles assets, accumulated amortization 178,449 161,257
Intangibles assets, net 106,239 129,543
Other Intangible Assets [Member]    
Intangibles assets, cost 656 869
Intangibles assets, accumulated amortization 656 869
Intangibles assets, net $ 0 $ 0
v3.24.2.u1
Note 6 - Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Remainder of fiscal year 2024 $ 12,623
2025 48,675
2026 44,230
2027 36,198
2028 29,906
2029 $ 24,264
v3.24.2.u1
Note 7 - Restructuring (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Restructuring Charges $ 2,064 $ 812 $ 10,528 $ 3,773
B Medical Systems S.a.r.l. [Member]        
Restructuring Charges     4,900  
Sample Management Solutions [Member]        
Restructuring Charges     2,600  
Corporate Segment [Member]        
Restructuring Charges     $ 3,000  
v3.24.2.u1
Note 7 - Restructuring - Schedule of Restructuring Charges (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Severance and related costs $ 1,216 $ 812 $ 4,447 $ 3,773
Property, plant and equipment and other asset write-offs 489 0 4,151 0
ROU asset abandonment 0 0 901 0
Other 359 0 1,029 0
Total restructuring charges $ 2,064 $ 812 $ 10,528 $ 3,773
v3.24.2.u1
Note 7 - Restructuring - Schedule of Restructuring Reserve (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Restructuring Charges $ 2,064 $ 812 $ 10,528 $ 3,773
Employee Severance [Member]        
Balance at beginning of period     1,011 462
Restructuring Charges     4,447 3,773
Payments     (3,314) (3,442)
Balance at end of period $ 2,144 $ 793 $ 2,144 $ 793
v3.24.2.u1
Note 8 - Supplementary Balance Sheet Information (Details Textual) - USD ($)
$ in Millions
Jun. 30, 2024
Sep. 30, 2023
Inventory Valuation Reserves $ 9 $ 5
v3.24.2.u1
Note 8 - Supplementary Balance Sheet Information - Schedule of Inventory (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Raw materials and purchased parts $ 56,341 $ 59,861
Work-in-process 10,504 11,400
Finished goods 48,425 56,937
Total inventories $ 115,270 $ 128,198
v3.24.2.u1
Note 8 - Supplementary Balance Sheet Information - Schedule of Warranty and Retrofit Costs (Details) - USD ($)
$ in Thousands
9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Balance at beginning of period $ 10,223 $ 2,890
Adjustment for acquisitions 0 2,303
Accruals for warranties during the period 1,031 3,936
Costs incurred during the period (1,903) (2,871)
Balance at end of period $ 9,351 $ 6,258
v3.24.2.u1
Note 9 - Stockholders' Equity (Details Textual) - USD ($)
shares in Millions, $ in Millions
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Stock Repurchased During Period, Shares (in shares) 4.2 7.7
Stock Repurchased During Period, Value $ 225.9 $ 412.6
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation   $ 3.9
v3.24.2.u1
Note 9 - Stockholders' Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Balance $ 2,534,500 $ 3,363,386
Balance 1,990,398 2,723,500
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]    
Balance (88,448) (165,694)
Other comprehensive income (loss) before reclassifications 21,725 113,140
Amounts reclassified from accumulated other comprehensive income (loss) 0  
Balance (66,723) (52,554)
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member]    
Balance (5,135) (10,909)
Other comprehensive income (loss) before reclassifications 3,799 4,109
Amounts reclassified from accumulated other comprehensive income (loss) 0  
Balance (1,336) (6,800)
AOCI, Derivative Qualifying as Hedge, Excluded Component, Parent [Member]    
Balance 31,487 93,020
Other comprehensive income (loss) before reclassifications (7,971) (70,478)
Amounts reclassified from accumulated other comprehensive income (loss) 0  
Balance 23,516 22,542
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]    
Balance (330) (333)
Other comprehensive income (loss) before reclassifications (88) 0
Amounts reclassified from accumulated other comprehensive income (loss) 66  
Balance (352) (333)
AOCI Attributable to Parent [Member]    
Balance (62,426) (83,916)
Other comprehensive income (loss) before reclassifications 17,465 46,771
Amounts reclassified from accumulated other comprehensive income (loss) 66  
Balance $ (44,895) $ (37,145)
v3.24.2.u1
Note 10 - Revenue From Contracts With Customers (Details Textual) - USD ($)
$ in Thousands
9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
Contract with Customer, Asset, after Allowance for Credit Loss, Current $ 26,900   $ 24,200
Contract with Customer, Liability 33,300   $ 34,600
Contract with Customer, Liability, Revenue Recognized 29,400 $ 26,800  
Revenue, Remaining Performance Obligation, Amount $ 96,029    
v3.24.2.u1
Note 10 - Revenue From Contracts With Customers - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Total revenue $ 172,809 $ 165,948 $ 486,260 $ 492,715
Multiomics [Member]        
Total revenue 63,619 63,846 188,556 187,172
Core Products [Member]        
Total revenue [1] 49,440 47,810 143,170 139,386
Sample Repository Solutions [Member]        
Total revenue 31,233 27,531 90,646 82,452
B Medical Systems S.a.r.l. [Member]        
Total revenue $ 28,517 $ 26,761 $ 63,888 $ 83,705
[1] Core Products are Automated Stores, Cryogenic Systems, Automated Sample Tube, and Consumables and Instruments.
v3.24.2.u1
Note 10 - Revenue From Contracts With Customers - Remaining Performance Obligations (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Remaining performance obligations $ 96,029
v3.24.2.u1
Note 10 - Revenue From Contracts With Customers - Remaining Performance Obligations 2 (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Remaining performance obligations $ 96,029
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01  
Remaining performance obligations 77,637
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01  
Remaining performance obligations $ 18,392
v3.24.2.u1
Note 10 - Revenue From Contracts With Customers - Remaining Performance Obligations (Details) (Parentheticals)
Jun. 30, 2024
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01  
Remaining performance obligations, period (Year) 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01  
Remaining performance obligations, period (Year) 1 year
v3.24.2.u1
Note 11 - Stock-based Compensation (Details Textual) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Restricted Stock Units (RSUs) [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value $ 0.4 $ 0.1 $ 10.2 $ 9.7
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount 22.7   $ 22.7  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)     1 year 9 months 18 days  
Time Based Restricted Stock Units [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)     3 years  
Time Based Restricted Stock Units [Member] | Share-Based Payment Arrangement, Tranche One [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage     33.33%  
Performance Based Restricted Stock Units [Member]        
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount 5.5   $ 5.5  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)     3 years  
Share-Based Payment Arrangement, Plan Modification, Incremental Cost $ 0.3   $ 1.0  
Performance Based Restricted Stock Units [Member] | Vesting on Performance Goals [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Performance Awards, Percentage Earned if Goals Met     100.00%  
Performance Based Restricted Stock Units [Member] | Vesting on Performance Goals [Member] | Maximum [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Performance Awards, Percentage Earned if Goals Met     200.00%  
v3.24.2.u1
Note 11 - Stock-based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Total stock-based compensation expense $ 3,818 $ 3,995 $ 12,622 $ 10,091
Restricted Stock Units (RSUs) [Member]        
Total stock-based compensation expense 3,508 3,604 11,642 8,997
Employee Stock Purchase Plan [Member]        
Total stock-based compensation expense $ 310 $ 391 $ 980 $ 1,094
v3.24.2.u1
Note 11 - Stock-based Compensation - Restricted Stock Unit Activity (Details) - $ / shares
9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Time Based Restricted Stock Units [Member]    
Granted (in shares) 220,641 311,609
Performance Based Restricted Stock Units [Member]    
Granted (in shares) 389,933 278,457
Restricted Stock Units (RSUs) [Member]    
Outstanding (in shares) 718,954  
Outstanding, weighted average grant-date fair value (in dollars per share) $ 67.4  
Granted (in shares) 610,574 590,066
Granted, weighted average grant-date fair value (in dollars per share) $ 55.68  
Vested (in shares) (181,639)  
Vested, weighted average grant-date fair value (in dollars per share) $ 68.32  
Forfeited (in shares) (322,588)  
Forfeited, weighted average grant-date fair value (in dollars per share) $ 63.07  
Outstanding (in shares) 825,301  
Outstanding, weighted average grant-date fair value (in dollars per share) $ 60.22  
v3.24.2.u1
Note 12 - Fair Value Measurements (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
Payments to Acquire Debt Securities, Available-for-Sale   $ 378,275 $ 236,194  
Debt Securities, Available-for-Sale, Current $ 259,296 259,296   $ 338,873
Convertible Debt Securities [Member] | Private Company [Member]        
Payments to Acquire Debt Securities, Available-for-Sale 2,000      
Debt Securities, Available-for-Sale, Current $ 2,000 $ 2,000    
v3.24.2.u1
Note 12 - Fair Value Measurements - Schedule of Assets and Liabilities Measured on recurring Basis (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Cash equivalents   $ 525,952
Available-for-sale securities $ 407,382 450,211
Foreign exchange contracts   44
Net investment hedge   13,036
Total assets   989,243
Foreign exchange contracts   421
Total liabilities   421
Fair Value, Inputs, Level 1 [Member]    
Cash equivalents   525,952
Available-for-sale securities   85,949
Foreign exchange contracts   0
Net investment hedge   0
Total assets   611,901
Foreign exchange contracts   0
Total liabilities   0
Fair Value, Inputs, Level 2 [Member]    
Cash equivalents   0
Available-for-sale securities   364,262
Foreign exchange contracts   44
Net investment hedge   13,036
Total assets   377,342
Foreign exchange contracts   421
Total liabilities   421
Fair Value, Inputs, Level 3 [Member]    
Cash equivalents   0
Available-for-sale securities   0
Foreign exchange contracts   0
Net investment hedge   0
Total assets   0
Foreign exchange contracts   0
Total liabilities   $ 0
Fair Value, Recurring [Member]    
Cash equivalents 147,502  
Foreign exchange contracts 201  
Net investment hedge 834  
Total assets 555,919  
Fair Value, Recurring [Member] | Excluding Convertible Debt Securities [Member]    
Available-for-sale securities 405,382  
Fair Value, Recurring [Member] | Convertible Debt Securities [Member]    
Available-for-sale securities 2,000  
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]    
Cash equivalents 147,253  
Foreign exchange contracts 0  
Net investment hedge 0  
Total assets 259,886  
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Excluding Convertible Debt Securities [Member]    
Available-for-sale securities 112,633  
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Convertible Debt Securities [Member]    
Available-for-sale securities 0  
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]    
Cash equivalents 249  
Foreign exchange contracts 201  
Net investment hedge 834  
Total assets 294,033  
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Excluding Convertible Debt Securities [Member]    
Available-for-sale securities 292,749  
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Convertible Debt Securities [Member]    
Available-for-sale securities 0  
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]    
Cash equivalents 0  
Foreign exchange contracts 0  
Net investment hedge 0  
Total assets 2,000  
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Excluding Convertible Debt Securities [Member]    
Available-for-sale securities 0  
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Convertible Debt Securities [Member]    
Available-for-sale securities $ 2,000  
v3.24.2.u1
Note 13 - Income Taxes (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
Income Tax Expense (Benefit) $ (450) $ (1,207) $ (900) $ (9,107)  
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount     1,700    
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-Based Payment Arrangement, Amount     500    
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount     700   $ 2,000
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount 1,300   9,600    
Effective Income Tax Rate Reconciliation, Tax Settlement, Foreign, Amount       1,400  
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability 0 $ (1,404) 0 $ (18,549)  
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount 5,200        
Deferred Tax Liabilities, Undistributed Foreign Earnings 2,900   $ 2,900    
Open Tax Year     2018 2019 2020 2021 2022 2023 2024    
GERMANY          
Foreign Earnings Repatriated 455,000        
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount 3,200        
State and Local Jurisdiction [Member]          
Deferred Tax Assets, Valuation Allowance $ 700   $ 700    
v3.24.2.u1
Note 14 - Net Loss Per Share - Schedule Net Loss Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Loss from continuing operations $ (6,582) $ (2,463) $ (159,186) $ (15,689)
Income (loss) from discontinued operations, net of tax 0 993 0 (1,943)
Net loss $ (6,582) $ (1,470) $ (159,186) $ (17,632)
Weighted average common shares outstanding used in computing basic loss per share (in shares) 52,963 63,432 54,914 68,494
Weighted average common shares outstanding used in computing diluted loss per share (in shares) 52,963 63,432 54,914 68,494
Loss from continuing operations (in dollars per share) $ (0.12) $ (0.04) $ (2.9) $ (0.23)
Income (loss) from discontinued operations, net of tax (in dollars per share) 0 0.02 0 (0.03)
Basic net loss per share (in dollars per share) (0.12) (0.02) (2.9) (0.26)
Loss from continuing operations (in dollars per share) (0.12) (0.04) (2.9) (0.23)
Income (loss) from discontinued operations, net of tax (in dollars per share) 0 0.02 0 (0.03)
Diluted net loss per share (in dollars per share) $ (0.12) $ (0.02) $ (2.9) $ (0.26)
v3.24.2.u1
Note 15 - Segment and Geographic Information (Details Textual)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Sep. 30, 2023
Number of Reportable Segments     3    
Operating Income (Loss) $ (14,754) $ (15,836) $ (188,386) $ (56,498)  
Top Individual Customer [Member]          
Number of Countries in which Entity Operates 30   30    
Customer Concentration Risk [Member] | Revenue Benchmark [Member]          
Major Customers 1 1 1 1  
Customer Concentration Risk [Member] | Accounts Receivable [Member]          
Major Customers     0   0
Operating Segments [Member]          
Operating Income (Loss) $ 4,582 $ (1,079) $ (9,820) $ (14,292)  
Revision of Prior Period, Adjustment [Member] | Operating Segments [Member]          
Operating Income (Loss)   $ 7,600   $ 24,100  
v3.24.2.u1
Note 15 - Segment and Geographic Information - Schedule of Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Total revenue $ 172,809 $ 165,948 $ 486,260 $ 492,715
Segment adjusted operating income (loss) (14,754) (15,836) (188,386) (56,498)
Amortization of intangibles 12,900 12,200 38,500 36,100
Purchase accounting impact on inventory 0 2,956 0 8,737
Transformation costs (1) [1] 4,255 21 8,742 (34)
Restructuring charges 2,064 812 10,528 3,773
Impairment of goodwill and intangible assets 0 0 115,975 0
Contingent consideration - fair value adjustments 0 (1,404) 0 (18,549)
Merger and acquisition costs and costs related to share repurchase (2) [2] 74 219 4,821 12,075
Total operating loss (14,754) (15,836) (188,386) (56,498)
Interest income, net 8,004 11,347 27,650 32,406
Other income (expense), net (282) 819 650 (704)
Loss before income taxes (7,032) (3,670) (160,086) (24,796)
Developed Technology Rights [Member]        
Amortization of intangibles 6,316 4,656 18,315 13,725
Other Intangible Assets [Member]        
Amortization of intangibles 6,621 7,522 20,136 22,403
Operating Segments [Member]        
Segment adjusted operating income (loss) 4,582 (1,079) (9,820) (14,292)
Total operating loss 4,582 (1,079) (9,820) (14,292)
Sample Management Solutions [Member]        
Total revenue 80,673 75,341 233,816 221,838
Restructuring charges     2,600  
Sample Management Solutions [Member] | Operating Segments [Member]        
Segment adjusted operating income (loss) 3,404 813 981 (8,261)
Total operating loss 3,404 813 981 (8,261)
Multiomics [Member]        
Total revenue 63,619 63,846 188,556 187,172
Multiomics [Member] | Operating Segments [Member]        
Segment adjusted operating income (loss) (730) (3,412) (7,147) (10,487)
Total operating loss (730) (3,412) (7,147) (10,487)
B Medical Systems S.a.r.l. [Member]        
Total revenue 28,517 26,761 63,888 83,705
Restructuring charges     4,900  
B Medical Systems S.a.r.l. [Member] | Operating Segments [Member]        
Segment adjusted operating income (loss) 1,908 1,520 (3,654) 4,456
Total operating loss 1,908 1,520 (3,654) 4,456
Corporate Segment [Member]        
Restructuring charges     3,000  
Other unallocated corporate expenses $ 6 $ (25) $ 49 $ 76
[1] Transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits to the Company focused on cost reduction and productivity improvement that do not meet the definition of restructuring charges. These costs are directed at simplifying, standardizing, streamlining, and optimizing the Company’s operations, processes and systems to permanently alter the Company’s operations for the long term. For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs in the period result from actions taken as part of the Company’s 2024 transformation plan, and primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process & systems re-design.
[2] Includes expenses related to governance-related matters.
v3.24.2.u1
Note 15 - Segment and Geographic Information - Schedule of Segment Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Total assets $ 2,323,295 $ 2,885,720
Cash and cash equivalents, restricted cash and marketable securities 754,245 1,134,256
Deferred tax assets 1,231 571
Other assets 29,429 29,108
Operating Segments [Member]    
Total assets 1,538,390 1,721,785
Sample Management Solutions [Member] | Operating Segments [Member]    
Total assets 849,058 675,708
Multiomics [Member] | Operating Segments [Member]    
Total assets 458,578 534,437
B Medical Systems S.a.r.l. [Member] | Operating Segments [Member]    
Total assets $ 230,754 $ 511,640
v3.24.2.u1
Note 15 - Segment and Geographic Information - Schedule of Revenue by Geographic Area (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Total revenue $ 172,809 $ 165,948 $ 486,260 $ 492,715
UNITED STATES        
Total revenue 95,196 89,199 274,184 263,488
Africa [Member]        
Total revenue 21,988 19,052 48,442 44,889
CHINA        
Total revenue 14,528 13,522 43,072 38,909
UNITED KINGDOM        
Total revenue 8,086 8,737 19,427 19,939
Europe [Member]        
Total revenue 22,985 23,579 71,667 84,433
Asia Pacific [Member]        
Total revenue $ 10,026 $ 11,859 $ 29,468 $ 41,057
v3.24.2.u1
Note 16 - Commitments and Contingencies (Details Textual) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 12 Months Ended
Apr. 30, 2023
Jan. 31, 2023
Jun. 30, 2023
Sep. 30, 2022
Jun. 30, 2024
Dec. 31, 2020
Other Commitment         $ 71.4  
Purchase Orders For Inventory [Member]            
Other Commitment         53.3  
Information Technology Related Commitments [Member]            
Other Commitment         18.1  
Edwards Vacuum LLC Warranty Claim [Member]            
Loss Contingency, Damages Sought, Value   $ 1.0        
Loss Contingency Accrual         1.7 $ 2.5
Edwards Vacuum LLC Warranty Claim [Member] | Settled Litigation [Member]            
Loss Contingency Accrual, Payments $ 0.8   $ 0.8      
Tariff Matter [Member]            
Loss Contingency Accrual, Payments       $ 5.9    
Loss Contingency Accrual         $ 2.5  
v3.24.2.u1
Label Element Value
Long-term restricted cash included in other assets us-gaap_RestrictedCashNoncurrent $ 485,000
Short-term restricted cash included in prepaid expenses and other current assets us-gaap_RestrictedCashCurrent $ 4,650,000

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