Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2016 | Jan. 30, 2017 | |
Document and Entity Information [Abstract] | ||
Trading Symbol | BRKS | |
Entity Registrant Name | BROOKS AUTOMATION INC | |
Entity Central Index Key | 933,974 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 69,521,108 |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Current assets | ||
Cash and cash equivalents | $ 82,945 | $ 85,086 |
Marketable securities | 866 | 39 |
Accounts receivable, net | 114,429 | 106,372 |
Inventories | 92,519 | 92,572 |
Prepaid expenses and other current assets | 15,431 | 15,265 |
Total current assets | 306,190 | 299,334 |
Property, plant and equipment, net | 54,439 | 54,885 |
Long-term marketable securities | 5,217 | 6,096 |
Long-term deferred tax assets | 1,683 | 1,982 |
Goodwill | 210,587 | 202,138 |
Intangible assets, net | 83,432 | 81,843 |
Equity method investments | 25,295 | 27,273 |
Other assets | 5,464 | 12,354 |
Total assets | 692,307 | 685,905 |
Current liabilities | ||
Accounts payable | 52,090 | 41,128 |
Deferred revenue | 24,759 | 14,966 |
Accrued warranty and retrofit costs | 6,217 | 6,324 |
Accrued compensation and benefits | 14,255 | 21,254 |
Accrued restructuring costs | 3,227 | 5,939 |
Accrued income taxes payable | 7,775 | 7,554 |
Accrued expenses and other current liabilities | 19,941 | 22,628 |
Total current liabilities | 128,264 | 119,793 |
Long-term tax reserves | 2,087 | 2,681 |
Long-term deferred tax liabilities | 2,307 | 2,913 |
Long-term pension liabilities | 2,281 | 2,557 |
Other long-term liabilities | 4,466 | 4,271 |
Total liabilities | 139,405 | 132,215 |
Commitments and contingencies (Note 18) | ||
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, 82,982,977 shares issued and 69,521,108 shares outstanding at December 31, 2016; 82,220,270 shares issued and 68,758,401 shares outstanding at September 30, 2016 | 830 | 821 |
Additional paid-in capital | 1,858,103 | 1,855,703 |
Accumulated other comprehensive income | 5,063 | 15,166 |
Treasury stock at cost - 13,461,869 shares | (200,956) | (200,956) |
Accumulated deficit | (1,110,138) | (1,117,044) |
Total stockholders' equity | 552,902 | 553,690 |
Total liabilities and stockholders' equity | $ 692,307 | $ 685,905 |
CONSOLIDATED BALANCE SHEETS (u3
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Dec. 31, 2016 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 82,982,977 | 82,220,270 |
Common stock, shares outstanding | 69,521,108 | 68,758,401 |
Treasury stock, shares | 13,461,869 | 13,461,869 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | ||
Products | $ 122,114 | $ 89,180 |
Services | 37,841 | 30,775 |
Total revenue | 159,955 | 119,955 |
Cost of revenue | ||
Products | 75,679 | 58,032 |
Services | 27,333 | 21,369 |
Total cost of revenue | 103,012 | 79,401 |
Gross profit | 56,943 | 40,554 |
Operating expenses | ||
Research and development | 10,845 | 13,278 |
Selling, general and administrative | 31,962 | 34,121 |
Restructuring and other charges | 975 | 1,475 |
Total operating expenses | 43,782 | 48,874 |
Operating income (loss) | 13,161 | (8,320) |
Interest income | 68 | 205 |
Interest expense | (96) | (3) |
Gain on settlement of equity method investment | 1,847 | 0 |
Other loss, net | (251) | (59) |
Income (loss) before income taxes and equity in earnings of equity method investments | 14,729 | (8,177) |
Income tax provision (benefit) | 2,800 | (3,370) |
Income (loss) before equity in earnings of equity method investments | 11,929 | (4,807) |
Equity in earnings of equity method investments | 1,942 | 159 |
Net income (loss) | $ 13,871 | $ (4,648) |
Basic net income (loss) per share (USD per share) | $ 0.20 | $ (0.07) |
Diluted net income (loss) per share (USD per share) | 0.20 | (0.07) |
Dividend declared per share (USD per share) | $ 0.10 | $ 0.10 |
Weighted average shares outstanding used in computing net income (loss) per share: | ||
Basic (shares) | 69,181 | 68,130 |
Diluted (shares) | 69,870 | 68,130 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 13,871 | $ (4,648) |
Cumulative foreign translation adjustments | (10,103) | (713) |
Unrealized losses on marketable securities, net of tax effects of $0 and ($48) during the three months ended December 31, 2016 and 2015 | (11) | (119) |
Actuarial gain, net of tax effects of $2 and ($2) during the three months ended December 31, 2016 and 2015 | 11 | 8 |
Total other comprehensive loss, net of tax | (10,103) | (824) |
Comprehensive income (loss), net of tax | $ 3,768 | $ (5,472) |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized loss on marketable securities, tax | $ 0 | $ (48) |
Actuarial gain, tax | $ 2 | $ (2) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | ||
Net income (loss) | $ 13,871 | $ (4,648) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 6,752 | 6,445 |
Gain on settlement of equity method investment | (1,847) | 0 |
Stock-based compensation | 2,498 | 4,714 |
Amortization of premium on marketable securities and deferred financing costs | 79 | 274 |
Undistributed earnings of equity method investments | (1,942) | (159) |
Deferred income tax benefit | (421) | (3,797) |
Gain on disposal of long-lived assets | (109) | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (11,137) | 218 |
Inventories | (2,930) | 119 |
Prepaid expenses and other current assets | (3,516) | (1,697) |
Accounts payable | 13,040 | (7,639) |
Deferred revenue | 10,737 | 8,872 |
Accrued warranty and retrofit costs | (4) | (305) |
Accrued compensation and tax withholdings | (6,884) | (10,059) |
Accrued restructuring costs | (2,538) | (407) |
Accrued expenses and other current liabilities | 3,061 | (4,308) |
Net cash provided by (used in) operating activities | 18,710 | (12,377) |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (3,768) | (2,486) |
Purchases of marketable securities | 0 | (12,901) |
Sales and maturities of marketable securities | 0 | 135,873 |
Disbursement for a loan receivable | 0 | (300) |
Acquisitions, net of cash acquired | (5,346) | (125,498) |
Purchases of other investments | (170) | 0 |
Net cash used in investing activities | (9,284) | (5,312) |
Cash flows from financing activities | ||
Payment of deferred financing costs | (27) | 0 |
Common stock dividends paid | (6,966) | (6,844) |
Net cash used in financing activities | (6,993) | (6,844) |
Effects of exchange rate changes on cash and cash equivalents | (4,574) | (617) |
Net decrease in cash and cash equivalents | (2,141) | (25,150) |
Cash and cash equivalents, beginning of period | 85,086 | 80,722 |
Cash and cash equivalents, end of period | 82,945 | 55,572 |
Supplemental disclosure of non-cash investing activities: | ||
Purchases of property, plant and equipment included in accounts payable | 424 | 955 |
Fair value of non-cash consideration for the acquisition of Cool Lab, LLC | $ 10,348 | $ 0 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited consolidated financial statements of Brooks Automation, Inc. and its subsidiaries (“Brooks” or the “Company”) included herein have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all material adjustments, which are of a normal and recurring nature and necessary for a fair statement of the financial position and results of operations and cash flows for the periods presented, have been reflected in the accompanying unaudited consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted and, accordingly, the accompanying financial information should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report in Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) for the fiscal year ended September 30, 2016 (the "2016 Annual Report on Form 10-K"). The accompanying Consolidated Balance Sheet as of September 30, 2016 was derived from the audited annual consolidated financial statements as of the period then ended. Revision of Prior Period Financial Statements During fiscal year 2016, the Company identified a classification error related to a presentation of cost of product and service revenue in the Company's Consolidated Statements of Operations for the quarterly and annual periods beginning in the fourth quarter of fiscal year 2014 through the quarterly period ended March 31, 2016. The classification error had no impact on the total cost of revenue, gross profit, operating income (loss), net income (loss), as well as basic and diluted net income (loss) per share during any of the periods presented. Additionally, the classification error had no impact on the Company's Consolidated Balance Sheets and Consolidated Statements of Cash Flows during any of the prior periods. The Company considered the guidance in Accounting Standard Codification (ASC) Topic 250, “ Accounting Changes and Error Corrections ,” ASC Topic 250-10-S99-1, “ Assessing Materiality ,” and ASC Topic 250-10-S99-2, “ Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" in evaluating whether the Company’s previously issued consolidated financial statements were materially misstated. The Company concluded this classification error was not material individually or in the aggregate to the financial statements presented during any of the prior reporting periods, and therefore, amendments of previously filed reports were not required. The revisions for these corrections to the applicable prior periods are reflected in the financial information herein and will be reflected in future filings containing such financial information. The following table summarizes the effects of the classification error on the interim prior period financial statements (in thousands): December 31, 2015 As Previously Reported Adjustment As Revised Cost of product revenue $ 58,150 $ (118 ) $ 58,032 Cost of service revenue 21,251 118 21,369 Total cost of revenue $ 79,401 $ — $ 79,401 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies 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 loss, net” in the Company's unaudited Consolidated Statements of Operations. Net foreign currency transaction and remeasurement losses totaled $ 0.5 million each during the three months ended December 31, 2016 and 2015. Use of Estimates The preparation of unaudited consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates are associated with accounts receivable, inventories, goodwill, intangible assets other than goodwill, long-lived assets, derivative financial instruments, deferred income taxes, warranty obligations, revenue recognized using the percentage of completion method, pension obligations and stock-based compensation expense. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances, future projections that management believes to be reasonable under the circumstances. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they occur and become known. Recently Issued Accounting Pronouncements In February 2016, the FASB, issued new accounting guidance for reporting lease transactions. In accordance with provisions of the newly issued guidance, a lessee should recognize at the inception of the arrangement a right-of-use asset and a corresponding lease liability initially measured at the present value of lease payments over the lease term. For finance leases, interest on a lease liability should be recognized separately from the amortization of the right-of-use asset, while for operating leases, total lease costs are recorded on a straight-line basis over the lease term. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying assets to forgo a recognition of right-of-use assets and corresponding lease liabilities and record a lease expense on a straight-line basis. Entities should determine at the inception of the arrangement whether a contract represents a lease or contains a lease which is defined as a right to control the use of identified property for a period of time in exchange for consideration. Additionally, entities should separate the lease components from the non-lease components and allocate the contract consideration on a relative standalone price basis in accordance with provisions of ASC Topic 606, Revenue from Contracts with Customers . The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and should be adopted via a modified retrospective approach with certain optional practical expedients that entities may elect to apply. The Company expects to adopt the guidance during the first quarter of fiscal year 2020 and is currently evaluating the impact of this guidance on its financial position and results of operations. In February 2015, the FASB issued an amendment to the accounting guidance for consolidations of financial statements by changing the analysis that a reporting entity must perform to determine whether it should consolidate certain types of variable interest entities. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The guidance can be adopted either via a full retrospective approach or a modified retrospective approach by recording a cumulative-effect adjustment to beginning equity in the period of adoption. The Company adopted the guidance during the first quarter of fiscal year 2017. The adoption of the guidance did not have an impact on the Company's financial position or results of operations. Please refer to Note 9, "Other Balance Sheet Information" for further discussion. In May 2014, the FASB issued new accounting guidance for reporting revenue recognition. The guidance provides for the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. A five-step process set forth in the guidance may require more judgment and estimation within the revenue recognition process than the current GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance was initially effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. In August 2015, the FASB issued an amendment deferring the effective date of the guidance by one year. The guidance should be adopted retrospectively either for each reporting period presented or via recognizing the cumulative effect at the date of the initial application. Early adoption is permitted only as of annual reporting periods, including the interim periods, beginning after December 15, 2016. The Company expects to adopt the guidance during the first quarter of fiscal year 2019 and is currently evaluating the impact of this guidance on its financial position and results of operations. Other For further information with regard to the Company's Significant Accounting Policies, please refer to Note 2 "Summary of Significant Accounting Policies" to the Company's consolidated financial statements included in the 2016 Annual Report in Form 10-K. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities The Company invests in marketable securities that are classified as available-for-sale and records them at fair value in the Company's unaudited Consolidated Balance Sheets. Marketable securities reported as current assets represent investments that mature within one year from the balance sheet date. Long-term marketable securities represent investments with maturity dates greater than one year from the balance sheet date. Unrealized gains and losses are excluded from earnings and reported as a separate component of accumulated other comprehensive income until the security is sold or matures. Gains or losses realized from sales of marketable securities are computed based on the specific identification method and recognized as a component of "Other loss, net" in the accompanying unaudited Consolidated Statements of Operations. There were no sales of marketable securities during the three months ended December 31, 2016. During the three months ended December 31, 2015, the Company sold marketable securities with a fair value of $ 124.0 million and amortized cost of $ 124.2 million and recognized net losses of $ 0.1 million . Gross gains reported as a component of net losses recognized on the sale of marketable securities during the three months ended December 31, 2015 were insignificant. The Company collected cash proceeds of $ 123.5 million from the sale of marketable securities and reclassified unrealized net holding losses of $0.1 million from accumulated other comprehensive income into "Other loss, net" in the accompanying unaudited Consolidated Statements of Operations as a result of these transactions. Net unrealized holding gains on available for sale securities recorded as a component of other comprehensive income (loss) before the impact of reclassifications were insignificant during the three months ended December 31, 2015. Unrealized losses on available for sale securities presented as a component of accumulated other comprehensive income were insignificant at December 31, 2016 and September 30, 2016. The following is a summary of the amortized cost and the fair value, including accrued interest receivable, as well as unrealized holding gains (losses) on the short-term and long-term marketable securities as of December 31, 2016 and September 30, 2016 (in thousands): Amortized Gross Gross Fair Value December 31, 2016: Corporate securities $ 2,398 $ — $ — $ 2,398 Other debt securities 27 — — 27 Municipal securities 3,671 — (13 ) 3,658 Total marketable securities $ 6,096 $ — $ (13 ) $ 6,083 September 30, 2016: Corporate securities $ 2,394 $ — $ — $ 2,394 Other debt securities 39 — — 39 Municipal securities 3,704 1 (3 ) 3,702 $ 6,137 $ 1 $ (3 ) $ 6,135 The fair values of the marketable securities by contractual maturities at December 31, 2016 are presented below (in thousands): Fair Value Due in one year or less $ 866 Due after one year through five years 2,819 Due after ten years 2,398 Total marketable securities $ 6,083 Expected maturities could differ from contractual maturities because the security issuers may have the right to prepay obligations without prepayment penalties. The Company reviews the marketable securities for impairment at each reporting period to determine if any of the securities have experienced an other-than-temporary decline in fair value. The Company considers factors, such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer, the Company's intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of its amortized cost basis. If the Company believes that an other-than-temporary decline in fair value has occurred, it writes down the investment to fair value and recognizes the credit loss in earnings and the non-credit loss in accumulated other comprehensive income. As of December 31, 2016 and September 30, 2016, aggregate fair value of the marketable securities in an unrealized loss position was $3.7 million and $2.5 million , respectively, and was comprised entirely of municipal securities. Aggregate unrealized losses for these securities were insignificant as of December 31, 2016 and September 30, 2016 and are presented in the table above. These securities were not considered other-than-temporarily impaired and, as such, the Company did not recognize impairment losses during the periods then ended. The unrealized losses are attributable to changes in interest rates which impact the value of the investments. |
Acquisitions
Acquisitions | 3 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisitions Completed in Fiscal Year 2017 Acquisition of Cool Lab, LLC On November 28, 2016, the Company acquired 100% of the equity of Cool Lab, LLC ("Cool Lab") from BioCision, LLC ("BioCision"). The Company held a 20% equity ownership interest in BioCision prior to the acquisition. Cool Lab was established as a subsidiary of BioCision on November 28, 2016 upon a transfer of certain assets related to cell cryopreservation solutions with net carrying values of $0.9 million . Cool Lab provides a range of patented and/or patent-pending offerings for sample cooling and freezing, controlled rate freezing, portable cryogenic transport and archival storage solutions for customers with temperature-sensitive workflow process. Cool Lab's offerings assist in managing the temperature stability of therapeutics, biological samples, and related biomaterials in ultra-cold and cryogenic environments. The acquisition of Cool Lab is expected to allow the Company to extend its comprehensive sample management solutions across the cold chain of custody, which is consistent with the other offerings it brings to its life sciences customers. Please refer to Note 6, "Equity Method Investments" for further information on the equity interest in BioCision held by the Company immediately before the acquisition date. The aggregate purchase price of $15.2 million consisted of a cash payment of $4.8 million , a liability to the seller of $0.1 million and the settlement of certain preexisting relationships with Cool Lab and BioCision, disclosed as non-cash consideration of $10.3 million , which has been measured at fair value on the acquisition date. The non-cash consideration of $10.3 million consisted of financial instruments of BioCision held by the Company prior to the acquisition of Cool Lab that were subsequently measured at fair value on the acquisition date and delineated as non-cash consideration paid for Cool Lab. Such non-cash consideration was comprised of: (i) the redeemable fair value of the existing 20% equity ownership interest in BioCision of $3.1 million , (ii) convertible debt securities of BioCision and warrants of $5.6 million to purchase BioCision's preferred units, and (iii) term notes of BioCision of $1.6 million including accrued interest. Such pre-acquisition financial instruments had an aggregate carrying value of $8.6 million and were measured at an aggregated fair value of $10.3 million on the acquisition date. As a result of such measurement, the Company recognized a net gain of $1.6 million in its unaudited Consolidated Statements of Operations during the three months ended December 31, 2016. Please refer to Note 6, "Equity Method Investments" and Note 17, "Fair Value Measurements" for further information on the financial instruments included in the non-cash consideration and the valuation techniques and inputs used in fair value measurements. The Company used a market participant approach to record the assets acquired and liabilities assumed in the Cool Lab acquisition. The purchase price allocation is based on a preliminary valuation and subject to further adjustments within the measurement period as additional information becomes available related to the fair value of such assets acquired and liabilities assumed. As a result of the preliminary valuation, the Company’s estimates and assumptions are subject to change within the measurement period. As of December 31, 2016, the fair values of inventory, intangible assets acquired, tax-related matters and residual goodwill are preliminary. The Company will refine such fair value estimates as new information becomes available during the measurement period. Any adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the acquisition date. The preliminary amounts recorded were as follows (in thousands): Fair Value of Assets and Liabilities Inventory $ 1,283 Intangible assets 6,100 Goodwill 8,527 Accrued liabilities (30 ) Other liabilities (686 ) Total purchase price $ 15,194 Fair values of intangible assets acquired consisted of: (i) a customer relationship intangible asset of $3.6 million attributable to a certain customer, (ii) completed technology of $1.2 million and (iii) other customer relationship intangible assets of $1.3 million . The Company used the income approach in accordance with the excess-earnings method to estimate the fair value of customer relationship intangible assets which is equal the present value of the after-tax cash flows attributable to the intangible asset only. The Company used the income approach in accordance with the relief-from-royalty method to estimate the fair value of the completed technology which is equal to the present value of the after-tax royalty savings attributable to owning that intangible asset. The weighted average amortization periods for intangible assets acquired are 3 years for the customer relationship intangible asset attributable to a certain customer, 8 years for completed technology and 10 years for other customer relationship intangible assets. The intangible assets acquired are amortized over the total weighted average period of 5.5 years using methods that approximate the pattern in which the economic benefits are expected to be realized, including percentage of revenue expected to be generated from sales to a certain customer over the contract term. Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired and has been assigned to the Brooks Life Science Systems segment. Goodwill is primarily the result of expected synergies from combining the operations of Cool Lab with the Company's operations and is deductible for tax purposes. The Company recorded a liability of $0.7 million in the purchase price allocation that represented a preacquisition contingency incurred on the acquisition date. The obligation is related to a rebate that is due to a particular customer if the annual product sales volume metrics exceed threshold amount under the provisions of the contract assumed by the Company. Fair value of such liability was determined based on a probability weighted discounted cash flow model. Additionally, the Company recognized a customer relationship intangible asset of $3.6 million related to this arrangement, as discussed above. The operating results of Cool Lab have been reflected in the results of operations for the Brooks Life Science Systems segment from the date of the acquisition, which included approximately one month of activity during the first quarter of fiscal year 2017. During the three months ended December 31, 2016, revenue and net loss from Cool Lab recognized in the Company’s results of operations were $ 0.3 million and $ 0.1 million , respectively. During the three months ended December 31, 2016, the net loss included charges of $ 0.1 million each related to the step-up in value of the acquired inventories and amortization expense related to acquired intangible assets. During the three months ended December 31, 2016, the Company incurred $0.2 million in non-recurring transaction costs with respect to the Cool Lab acquisition which were recorded in "Selling, general and administrative" expenses within the accompanying unaudited Consolidated Statements of Operations. The Company did not present a pro forma information summary for its consolidated results of operations for the three months ended December 31, 2016 and 2015 as if the acquisition of Cool Lab occurred on October 1, 2015 because such results were insignificant. Acquisitions Completed in Fiscal Year 2016 Acquisition of BioStorage Technologies, Inc. On November 30, 2015, the Company completed its acquisition of BioStorage Technologies, Inc., or BioStorage, an Indiana-based global provider of comprehensive sample management and integrated cold chain solutions for the biosciences industry. These solutions include collection, transportation, processing, storage, protection, retrieval and disposal of biological samples. These solutions combined with the Company's existing offerings, particularly automation for sample storage and formatting, provide customers with fully integrated sample management cold chain solutions which will help them increase productivity, efficiencies and speed to market. This acquisition will allow the Company to access a broader customer base that is storing samples at ultra cold temperatures and simultaneously provide opportunities for BioStorage to use the Company's capabilities to expand into new markets. The Company acquired 100% of the issued and outstanding shares of BioStorage. A cash payment of $130.7 million , net of the seller's cash of $2.8 million , resulted in a net cash outflow of $ 128.0 million , including $125.2 million ascribed to the purchase price and $2.5 million for retention arrangements with certain employees based on the completion of a service retention period. The cash payment included a debt repayment of $ 3.2 million and transaction costs of $ 2.9 million paid by the Company on behalf of BioStorage. The Company recorded the assets acquired and liabilities assumed related to BioStorage at their preliminary fair values as of the acquisition date, from a market participant’s perspective. The purchase price allocation was prepared on a preliminary basis and subject to further adjustments within the measurement period as additional information became available concerning the fair value of the assets acquired and liabilities assumed. The preliminary fair values of the tangible and intangible assets acquired were based upon preliminary valuations and the Company's estimates and assumptions that were subject to change within the measurement period. The purchase price allocation for the BioStorage acquisition was finalized within the measurement period. During fiscal year 2016, the Company reached a settlement with the sellers of BioStorage's stock related to certain working capital adjustments and received $0.2 million of proceeds from the sellers as a result of such settlement which was recorded as a decrease of $0.2 million in the purchase price and goodwill. The Company recorded the following amounts for the assets acquired and liabilities assumed related to BioStorage at their fair values as of the acquisition date (in thousands): Fair Value of Assets and Liabilities Accounts receivable $ 16,942 Prepaid expenses and other current assets 321 Property, plant and equipment 14,345 Intangible assets 41,460 Goodwill 79,639 Other assets 53 Debt assumed (385 ) Accounts payable (1,708 ) Accrued liabilities (9,423 ) Deferred revenue (1,766 ) Long-term deferred tax liabilities (14,169 ) Other liabilities (61 ) Total purchase price, net of cash acquired $ 125,248 At the closing of the acquisition of BioStorage, a cash payment of $5.4 million was placed into escrow which consisted of $2.9 million ascribed to the purchase price and $2.5 million related to retention arrangements with certain employees. The payment of $2.9 million included $ 1.9 million related to satisfaction of the sellers' indemnification obligations with respect to BioStorage's representations and warranties and other indemnities, as well as $1.0 million related to potential purchase price adjustments which was reduced by the full amount subsequent to the acquisition date as a result of reaching a settlement with the sellers. The escrow balance of $ 2.5 million was payable to certain employees upon completion of a service retention period. Such retention payments were not considered a part of the purchase price, but rather recorded as a separate asset acquired and included within "Prepaid expenses and other current assets" in the accompanying unaudited Consolidated Balance Sheets. The escrow balance related to such retention payments was reduced by the full amount of $2.5 million and released to applicable employees subsequent to the acquisition date. Total escrow balance related to the satisfaction of the sellers' indemnification obligations was $1.9 million as of December 31, 2016. The fair value of customer relationship intangible assets of $36.6 million was estimated based on the income approach in accordance with the excess-earnings method. The weighted average amortization period for the customer relationships intangible assets acquired in the BioStorage acquisition is 11.0 years. The fair value of the trademark intangible assets acquired of $4.9 million was estimated based on the income approach in accordance with the relief-from-royalty method. The weighted average amortization period for the trademark intangible assets acquired in the BioStorage acquisition is 8.0 years. The intangible assets acquired are amortized over the total weighted average period of 10.6 years using an accelerated depreciation method which approximates the pattern in which the economic benefits are expected to be realized. Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired and has been assigned to Brooks Life Science Systems segment. Goodwill is primarily the result of expected synergies from combining the operations of BioStorage with the Company and is not deductible for tax purposes. The operating results of BioStorage have been reflected in the results of operations for the Brooks Life Science Systems segment from the date of the acquisition, which included one month of activity during the first quarter of fiscal year 2016. During the three months ended December 31, 2016, revenue and net income from BioStorage recognized in the Company’s results of operations were $16.6 million and $1.5 million , respectively. During the three months ended December 31, 2015, revenue and net loss from BioStorage recognized in the Company’s results of operations were $6.5 million and $0.6 million , respectively. During the three months ended December 31, 2016 and 2015, the net income (loss) included amortization expense of $1.1 million and $0.3 million , respectively, related to acquired intangible assets, as well as $0.1 million of charges related to the step-up in value of the acquired fixed assets incurred during the three months ended December 31, 2015. During the three months ended December 31, 2016 and 2015, the Company incurred $0.1 million and $2.9 million , respectively, in non-recurring transaction costs with respect to the BioStorage acquisition which were recorded in "Selling, general and administrative" expenses within the unaudited Consolidated Statements of Operations. The retention payment of $ 2.5 million was recorded within prepaid expenses and other current assets at the acquisition date and is recognized as compensation expense over the service period or upon a triggering event in the underlying change in control agreements. During the three months ended December 31, 2016 and 2015, the Company recorded $0.1 million and $0.7 million , respectively, of compensation expense related to this arrangement. The retention payment balance was $0.1 million at September 30, 2016. There was no balance related to the retention payment at December 31, 2016. The following unaudited proforma financial information represents a summary of the consolidated results of operations for the Company and BioStorage for the three months ended December 31, 2015 as if the acquisition of BioStorage occurred on October 1, 2014 (in thousands): Three Months Ended, Revenue $ 131,001 Net loss (71 ) Basic loss per share $ — Diluted loss per share $ — Weighted average shares outstanding used in computing net loss per share: Basic 68,130 Diluted 68,130 The unaudited pro forma information presented above reflects historical operating results of the Company and BioStorage and includes the impact of certain adjustments directly attributable to the business combination. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition of BioStorage had taken place on October 1, 2014. The adjustments reflected in the unaudited pro forma information included amortization expense of $ 0.5 million and the related tax effects of $0.5 million . Additionally, transaction costs of $2.9 million and restructuring charges of $0.8 million were excluded from the proforma net loss during the three months ended December 31, 2015. The Company did not present unaudited pro forma financial information for the three months ended December 31, 2016 since the results of BioStorage were included in the Company's consolidated results of operations during the period then ended. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of net book value over the estimated fair value of net tangible and identifiable intangible assets of a reporting unit. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company elected April 1 as its annual goodwill impairment assessment date and performs additional impairment tests if triggering events occur. If events occur or circumstances change that would more likely than not reduce fair values of the reporting units below their carrying values, goodwill will be evaluated for impairment between annual tests. No triggering events indicating goodwill impairment occurred during the three months ended December 31, 2016. Please refer to Note 7, "Goodwill and Intangible Assets" to the Company's consolidated financial statements included in the 2016 Annual Report in the Form 10-K for further information on the goodwill impairment testing performed during fiscal year 2016 and the related testing results for the former Polycold reporting unit during the period then ended. The components of the Company’s goodwill by an operating segment at December 31, 2016 and September 30, 2016 are as follows (in thousands): Brooks Brooks Other Total Gross goodwill, at September 30, 2016 $ 655,781 $ 135,301 $ 26,014 $ 817,096 Accumulated goodwill impairments (588,944 ) — (26,014 ) (614,958 ) Goodwill, net of accumulated impairments, at September 30, 2016 66,837 135,301 — 202,138 Acquisitions and adjustments (78 ) 8,527 — 8,449 Gross goodwill, at December 31, 2016 655,703 143,828 26,014 825,545 Accumulated goodwill impairments (588,944 ) — (26,014 ) (614,958 ) Goodwill, net of accumulated impairments, at December 31, 2016 $ 66,759 $ 143,828 $ — $ 210,587 During the three months ended December 31, 2016, the Company recorded a goodwill increase of $8.4 million primarily related to the acquisition of Cool Lab which represented the excess of the consideration transferred over the fair value of the net assets acquired. Please refer to the Note 4 "Acquisitions" for further information on this transaction. The components of the Company’s identifiable intangible assets as of December 31, 2016 and September 30, 2016 are as follows (in thousands): December 31, 2016 September 30, 2016 Cost Accumulated Net Book Cost Accumulated Net Book Patents $ 9,028 $ 7,523 $ 1,505 $ 7,808 $ 7,486 $ 322 Completed technology 60,385 51,927 8,458 60,485 51,018 9,467 Trademarks and trade names 9,139 4,392 4,747 9,142 4,204 4,938 Customer relationships 118,422 49,700 68,722 114,263 47,147 67,116 Total intangible assets $ 196,974 $ 113,542 $ 83,432 $ 191,698 $ 109,855 $ 81,843 Amortization expense for intangible assets was $4.1 million and $3.5 million , respectively, during the three months ended December 31, 2016 and 2015. Estimated future amortization expense for the intangible assets for the remainder of fiscal year 2017 and the subsequent four fiscal years is as follows (in thousands): Fiscal year ended September 30, 2017 $ 12,424 2018 15,300 2019 15,192 2020 13,909 2021 8,226 Thereafter 18,381 $ 83,432 |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments The Company accounts for certain of its investments using the equity method of accounting and records its proportionate share of the investee's earnings (losses) in its results of operations with a corresponding increase (decrease) in the carrying value of the investment. BioCision, LLC At September 30, 2016, the Company held a 20% equity interest in BioCision, a privately-held company based in Larkspur, California, which was accounted for as an equity method investment. The carrying value of the investment in BioCision was $ 1.7 million at September 30, 2016. During the three months ended December 31, 2015, the Company recorded a loss associated with BioCision of approximately $0.3 million . At September 30, 2016, the Company held a term loan receivable from BioCision and five -year convertible debt securities with a warrant agreement to purchase BioCision's preferred units. The convertible debt securities and the warrant were recorded at fair value during each reporting period, and the remeasurement gains and losses were recognized as a component of "Other loss, net" in the Company's unaudited Consolidated Statements of Operations. The fair value of the convertible debt securities and the warrant was $5.8 million and less than $0.1 million , respectively, at September 30, 2016. During the three months ended December 31, 2015, the Company recognized remeasurement gains of $0.3 million related to these financial instruments. Please refer to Note 17, “Fair Value Measurements” for further information on the valuation techniques and inputs used in fair value measurements of the convertible debt securities and the warrant. The term loan with an aggregate principal amount of $1.5 million bore an annual interest rate of 10% and was provided to BioCision to support its working capital requirements. At September 30, 2016, the term loan was recorded at its carrying value of $1.5 million and included in "Other assets" in the Company's unaudited Consolidated Balance Sheets. Please refer to Note 8, "Equity Method and Other Investments" to the Company's consolidated financial statements included in the 2016 Annual Report in the Form 10-K for further information on these financial instruments. On November 28, 2016, BioCision established Cool Lab as its subsidiary upon transferring certain assets related to cell cryopreservation solutions with net carrying values of $0.9 million , in which the Company acquired a 100% equity interest on that date for an aggregate purchase price of $15.2 million . The purchase price consisted of a cash payment of $4.8 million , a liability to the seller of $0.1 million and non-cash consideration of $10.3 million measured at fair value on the acquisition date which was comprised of: (i) the redeemable fair value of the existing 20% equity ownership interest in BioCision of $3.1 million , (ii) the convertible debt securities of BioCision and warrants of $5.6 million to purchase BioCision's preferred units, and (iii) the term notes of BioCision of $1.6 million including accrued interest. Carrying value of the equity method investment in BioCision was $1.2 million on November 28, 2016 and reflected BioCision's losses of $0.5 million recorded from October 1, 2016 through the acquisition date. The Company has traditionally recorded the income and losses related to the equity method investment in BioCision one quarter in arrears. During the three months ended December 31, 2016, the Company recorded two additional months of activity in the carrying value of the investment as a result of its settlement. The Company deemed the amount of $0.2 million related to two additional months of activity to be insignificant. The equity method investment in BioCision was measured at fair value of $3.1 million at the acquisition date, and as a result the Company recognized a gain of $1.8 million upon the redemption of the equity method investment in its unaudited Consolidated Statements of Operations during the three months ended December 31, 2016. On November 28, 2016, convertible debt, warrant and the term loan with carrying values of $5.8 million , less than $0.1 million and $1.6 million , respectively, were measured at their fair values of $5.6 million , less than $0.1 million and $1.6 million , respectively. As a result of such measurement, the Company recognized an aggregate loss of $0.2 million upon the settlement of these financial instruments in "Other loss, net" in its unaudited Consolidated Statements of Operations during the three months ended December 31, 2016. Please refer to Note 4, "Acquisitions" and Note 17, "Fair Value Measurements" for further information on the acquisition transaction and the valuation techniques and inputs used in fair value measurements. ULVAC Cryogenics, Inc. The Company and ULVAC Corporation of Chigasaki, Japan each own a 50% joint venture, ULVAC Cryogenics, Inc. UCI manufactures and sells cryogenic vacuum pumps, principally to ULVAC Corporation. The carrying value of the investment in UCI was $25.3 million and $25.6 million , respectively, at December 31, 2016 and September 30, 2016. During the three months ended December 31, 2016 and 2015, the Company recorded income of $2.4 million and $0.4 million , respectively, representing its proportionate share of UCI's earnings. Management fee payments received by the Company from UCI were $0.3 million and $0.2 million , respectively, during the three months ended December 31, 2016 and 2015. During the three months ended December 31, 2015, the Company incurred charges from UCI's for products or services of $0.1 million . Such charges were insignificant during the three months ended December 31, 2016. At December 31, 2016 and September 30, 2016, the Company owed UCI $0.1 million in connection with accounts payable for unpaid products and services. |
Line of Credit
Line of Credit | 3 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Line of Credit | Line of Credit The Company maintains a five -year senior secured revolving line of credit (the "line of credit"), with Wells Fargo Bank, N.A. ("Wells Fargo"), that provides for up to $75 million of borrowing capacity, subject to borrowing base availability, as defined in the agreement governing the line of credit. There were no amounts outstanding under the line of credit as of December 31, 2016 and September 30, 2016. During the three months ended December 31, 2016, the Company incurred less than $0.1 million in fees related to the unused portion of the line of credit commitment amount. There were no such fees incurred during the three months ended December 31, 2015. The line of credit contains certain customary representations and warranties, a financial covenant, affirmative and negative covenants, as well as events of default. The Company was in compliance with the line of credit covenants as of December 31, 2016 and September 30, 2016. Please refer to Note 11, "Line of Credit" to the Company's consolidated financial statements included in the 2016 Annual Report in the Form 10-K for further information on the line of credit arrangement. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax provision of $2.8 million and a benefit of $3.4 million , respectively, during the three months ended December 31, 2016 and 2015. The income tax provision of $2.8 million during the three months ended December 31, 2016 was primarily driven by foreign income generated during the quarter, partially offset by $0.7 million of tax benefits related to the reduction of reserves for unrecognized tax benefits resulting from the expiration of statutes of limitations. The income tax benefit of $3.4 million during the three months ended December 31, 2015 was driven by U.S. pre-tax losses incurred during the period, $0.7 million of reductions in unrecognized tax benefits resulting from the expiration of the statute of limitations in various foreign jurisdictions and $0.9 million of tax benefits resulting from the reinstatement of the U.S. research and development tax credit, retroactive to January 1, 2015. The Company evaluates the realizability of its deferred tax assets by tax-paying component and assesses the need for a valuation allowance on an annual and quarterly basis. The Company evaluates the profitability of each tax-paying component on a historic cumulative basis and on a forward looking basis in the course of performing this analysis. The Company evaluated all positive and negative evidence in concluding it was appropriate to establish a full valuation allowance against U.S. net deferred tax assets during fiscal year 2016. The Company maintained such allowance at December 31, 2016 and September 30, 2016 and will continue to maintain it until there is sufficient positive evidence to support the reversal of all or some portion of these allowances. Please refer to Note 12, "Income Taxes" to the Company's consolidated financial statements included in the 2016 Annual Report in the Form 10-K for further information on the valuation allowance. The Company is subject to U.S. federal income tax and various state, local and international income taxes in various jurisdictions. The amount of income taxes paid is subject to the Company's interpretation of applicable tax laws in the jurisdictions in which it files tax returns. In the normal course of business, the Company is subject to income tax audits in various global jurisdictions in which it operates. The years subject to examination vary for the U.S. and international jurisdictions, with the earliest tax year being 2010 . Based on the outcome of these examinations or the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in the Company's unaudited Consolidated Balance Sheets. The Company currently anticipates that it is reasonably possible that the unrecognized tax benefits will be reduced by approximately $0.7 million within the next twelve months. |
Other Balance Sheet Information
Other Balance Sheet Information | 3 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Balance Sheet Information | Other Balance Sheet Information The following is a summary of accounts receivable at December 31, 2016 and September 30, 2016 (in thousands): December 31, September 30, Accounts receivable $ 116,740 $ 108,713 Less: allowance for doubtful accounts (2,209 ) (2,241 ) Less: allowance for sales returns (102 ) (100 ) Accounts receivable, net $ 114,429 $ 106,372 The following is a summary of inventories at December 31, 2016 and September 30, 2016 (in thousands): December 31, September 30, Inventories: Raw materials and purchased parts $ 59,775 $ 60,979 Work-in-process 13,899 16,090 Finished goods 18,845 15,503 Total inventories $ 92,519 $ 92,572 Reserves for excess and obsolete inventory were $24.1 million and $24.8 million , respectively, at December 31, 2016 and September 30, 2016. During the three months ended December 31, 2016 and the fiscal year ended September 30, 2016, the Company had cumulative capitalized direct costs of $4.0 million and $3.7 million , respectively, associated with development of software for its internal use which are included within "Property, plant and equipment, net" in the accompanying unaudited Consolidated Balance Sheets. During the three months ended December 31, 2016, the Company capitalized direct costs of $0.3 million associated with development of software for its internal use. Deferred financing costs of $0.7 million at December 31, 2016 and September 30, 2016 are associated with obtaining the line of credit financing and presented within "Other assets" in the accompanying unaudited Consolidated Balance Sheets. Amortization expense incurred during the three months ended December 31, 2016 was insignificant and included in interest expense in the accompanying unaudited Consolidated Statements of Operations. There was no such expense incurred during the three months December 31, 2015. Please refer to Note 7, “Line of Credit” for further information on this arrangement. A note receivable of $0.2 million at December 31, 2016 and September 30, 2016 is recorded at carrying value and included in "Other assets" in the accompanying unaudited Consolidated Balance Sheets. The note had an initial value of $3.0 million and a stated interest rate of 9% upon its origination in fiscal year 2012 and was provided by the Company to a strategic partner (the “Borrower”) to support its future product development and other working capital requirements. Prior to fiscal year 2017, the Company amended the terms of the note due to the subordination of its security interest in the assets of the Borrower to the new lender and recognized cumulative impairment charges of $3.4 million as a result of making a determination that a recovery of all amounts due from the loan was not probable. No triggering events indicating additional impairment of the note receivable occurred during the three months ended December 31, 2016. Please refer to Note 9, "Loan Receivable" to the Company's consolidated financial statements included in the 2016 Annual Report in the Form 10-K for further information on the loan. The Company determined that the Borrower represented a variable interest entity since the level of equity investment at risk was not sufficient for the entity to finance its activities without additional financial support. However, the Company did not qualify as the primary beneficiary since it would not absorb the majority of the expected losses from the Borrower and did not have the power to direct the Borrower's product research, development and marketing activities that have the most significant impact on its economic performance. The Company has no future contractual funding commitments to the Borrower and, as a result, the Company's exposure to loss is limited to the outstanding principal and interest due on the loan. During the first quarter of fiscal year 2017, the Company adopted the Accounting Standards Update 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, and concluded that it does not qualify as the primary beneficiary since it doesn't have the power to direct the Borrower's activities that most significantly impact its economic performance. The adoption of the guidance did not have an impact on the Company's financial position and the results of operations since it concluded that it does not have a controlling financial interest in Borrower . The Company establishes reserves for estimated cost of product warranties based on historical information. Product warranty reserves are recorded at the time product revenue is recognized, and retrofit accruals are recorded at the time retrofit programs are established. The Company’s warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure and supplier warranties on parts delivered to the Company. The following is a summary of product warranty and retrofit activity on a gross basis for the three months ended December 31, 2016 and 2015 (in thousands): Activity - Three Months Ended December 31, 2016 Balance at Accruals Costs Incurred Balance at $ 6,324 $ 2,507 $ (2,614 ) $ 6,217 Activity - Three Months Ended December 31, 2015 Balance at Accruals Costs Incurred Balance at $ 6,089 $ 2,124 $ (2,446 ) $ 5,767 |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company has transactions and balances denominated in currencies other than the U.S. dollar. Most of these transactions or balances are denominated in Euros, British Pounds and a variety of Asian currencies. These transactions and balances, including short-term advances between the Company and its subsidiaries, subject the Company's operations to exposure from exchange rate fluctuations. The impact of currency exchange rate movement can be positive or negative in any period. The Company mitigates the impact of potential currency transaction gains and losses on short-term intercompany advances through timely settlement of each transaction, generally within 30 days. The Company also enters into foreign exchange contracts to reduce its exposure to currency fluctuations. Under forward contract arrangements, the Company typically agrees to purchase a fixed amount of U.S. dollars in exchange for a fixed amount of a foreign currency on specified dates with maturities of three months or less. These transactions do not qualify for hedge accounting. Net gains and losses related to these contracts are recorded as a component of "Other loss, net" in the accompanying unaudited Consolidated Statements of Operations and are as follows for the three months ended December 31, 2016 and 2015 (in thousands): Three Months Ended 2016 2015 Realized (losses) gains on derivative instruments not designated as hedging instruments $ (1,003 ) $ 275 The Company had the following notional amounts outstanding under foreign currency contracts that do not qualify for hedge accounting at December 31, 2016 and September 30, 2016 (in thousands): December 31, 2016: Buy Currency Notional Amount Sell Currency Maturity Notional Amount Fair Value of Fair Value of British Pound 115 Norwegian Krone January 2017 1,000 $ — $ — Japanese Yen 691 U.S. Dollar January 2017 81,000 — (2 ) British Pound 936 Swedish Krona January 2017 8,600 2 — Korean Won 1,711 U.S. Dollar January 2017 2,062,000 — (9 ) U.S. Dollar 22 Taiwan Dollar January 2017 700 — — U.S. Dollar 5,823 Chinese Yuan January 2017 41,000 — (70 ) Euro 12,386 U.S. Dollar January 2017 11,900 32 — U.S. Dollar 2,338 British Pound January 2017 1,910 — (2 ) Singapore Dollar 261 U.S. Dollar January 2017 380 — — U.S. Dollar 350 Israeli Shekel January 2017 1,350 — — Euro 11,465 British Pound January 2017 9,359 — (3 ) $ 34 $ (86 ) September 30, 2016: Buy Currency Notional Amount Sell Currency Maturity Notional Amount Fair Value of Fair Value of British Pound 246 Swedish Krona October 2016 2,100 $ 1 $ — U.S. Dollar 6,107 British Pound October 2016 4,710 2 — Euro 14,976 U.S. Dollar October 2016 13,300 — (40 ) U.S. Dollar 5,815 Chinese Yuan October 2016 39,000 — (33 ) Korean Won 2,255 U.S. Dollar October 2016 2,488,000 1 — Euro 8,403 British Pound October 2016 6,500 — (23 ) U.S. Dollar 311 Israeli Shekel October 2016 1,169 1 — $ 5 $ (96 ) The fair values of the forward contracts described above are recorded in the Company's accompanying unaudited Consolidated Balance Sheets as "Prepaid expenses and other current assets" and "Accrued expenses and other current liabilities". Stock Warrant The stock warrant was less than $0.1 million at September 30, 2016. The BioCision warrant agreement contained net share settlement provisions, which permitted the Company to pay the warrant exercise price using shares issuable under the warrant (“cashless exercise”). The value of the stock warrant fluctuated primarily in relation to the value of BioCision's underlying securities, either providing an appreciation in value or potentially expiring with no value. Gains and losses on the revaluation of the stock warrant were recognized as a component of "Other loss, net" in the accompanying unaudited Consolidated Statements of Operations. During the first quarter of fiscal year 2017, the Company canceled the stock warrant as a portion of the non-cash consideration transferred for the acquisition of Cool Lab which was measured at fair value on the acquisition date. There were no stock warrants held by the Company at December 31, 2016. Please refer to Note 4, "Acquisitions"; Note 6, "Equity Method Investments" and Note 17 “Fair Value Measurements” for further information on the the acquisition of Cool Lab and the stock warrant. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company may issue restricted stock units and restricted stock awards (collectively "restricted stock units") and stock options which vest upon the satisfaction of a performance condition and/or a service condition. In addition, the Company issues shares to participating employees pursuant to an employee stock purchase plan and unrestricted stock awards to its directors in accordance with its director compensation program. The following table reflects stock-based compensation expense recorded during the three months ended December 31, 2016 and 2015 (in thousands): Three Months Ended December 31, 2016 2015 Restricted stock units $ 2,365 $ 4,577 Employee stock purchase plan 133 137 Total stock-based compensation $ 2,498 $ 4,714 The fair value of restricted stock units is determined based on the number of shares granted and the closing price of the Company's common stock quoted on NASDAQ on the date of grant. The Company recognizes stock-based compensation expense on a straight-line basis, net of estimated forfeitures, over the requisite service period. Additionally, the Company assesses the likelihood of achieving the performance goals against previously established performance targets in accordance with the Company's long-term equity incentive plan for stock-based awards that vest upon or after the satisfaction of these goals. The Company grants restricted stock units that vest over a required service period and/or achievement of certain operating performance goals. Restricted stock units granted with performance goals may also have a required service period following the achievement of all or a portion of the goals. The following table reflects restricted stock units granted during the three months ended December 31, 2016 and 2015: Total Units Time-Based Units Stock Grants Performance-Based Units Three months ended December 31, 2016 951,266 362,113 815 588,338 Three months ended December 31, 2015 1,208,954 424,250 954 783,750 Time-Based Grants Restricted stock units granted with a required service period typically have three year vesting schedules in which one-third of awards vest at the first anniversary of the grant date, one-third vest at the second anniversary of the grant date and one-third vest at the third anniversary of the grant date, subject to the award holders meeting service requirements. Stock Grants During the three months ended December 31, 2016 and 2015, the Company granted 815 and 954 units to the members of the Company's Board of Directors. Certain members of its Board of Directors previously elected to defer receiving their annual awards of unrestricted shares of the Company stock and quarterly dividends until a future date. During the three months ended December 31, 2016 and 2015, the Company issued 815 and 954 units, respectively, related to deferred quarterly dividends in an amount equal to the value of cash dividends that would be paid on the number of deferred shares based on the closing price of the Company’s stock on the dividend record date. These units vested upon issuance, but receipt of the Company shares is deferred until the holders attain a certain age or cease to provide services to the Company in their capacity as Board members. There were no annual awards of unrestricted shares of the Company stock and compensation-related restricted stock units granted to the members of the Company's Board of Directors during the three months ended December 31, 2016 and 2015, respectively. Performance-Based Grants Performance-based restricted stock units are earned based on the achievement of performance criteria established by the Human Resources and Compensation Committee of the Board of Directors. The criteria for performance-based awards are weighted and have threshold, target and maximum performance goals. Performance-based awards granted in fiscal year 2017 allow participants to earn 100% of a targeted number of restricted stock units if the Company’s performance meets its target for each applicable financial metric, and up to a maximum of 200% of the restricted stock units if the Company’s performance for such metrics meets the maximum threshold. Performance below the minimum threshold for each financial metric results in award forfeitures. Performance goals will be measured over a three year period at the end of fiscal year 2019 to determine the number of units earned by recipients who continue to meet a service requirement. Units held by recipients who fail to meet the continued service requirement are forfeited. Earned units for recipients who continue to meet the service requirements vest on the date the Company’s Board of Directors determines the number of units earned, which will be approximately the third anniversary of the grant date. Performance-based awards granted in fiscal year 2016 also include provisions that allow participants to earn threshold, target and maximum awards ranging from 0% of the award for performance below the minimum threshold, 100% of the award for performance at target, and up to a maximum of 200% of the award if the Company achieves the maximum performance goals. Restricted Stock Unit Activity The following table summarizes restricted stock unit activity for the three months ended December 31, 2016: Shares Weighted Outstanding at September 30, 2016 2,489,076 $ 10.79 Granted 951,266 13.93 Vested (769,227 ) 10.26 Forfeited (43,758 ) 11.84 Outstanding at December 31, 2016 2,627,357 $ 12.07 The weighted average grant date fair value of restricted stock units granted during the three months ended December 31, 2016 and 2015 was $13.93 and $11.36 , respectively. The fair value of restricted stock units vested during the three months ended December 31, 2016 and 2015 was $11.3 million and $13.4 million , respectively. During the three months ended December 31, 2016 and 2015, the Company remitted $3.8 million and $4.3 million , respectively, for withholding taxes on vested restricted stock units, of which $0.1 million and $4.2 million , respectively, was paid by the Company. During the three months ended December 31, 2016 and 2015, the Company received $3.7 million and $0.1 million , respectively, in cash proceeds from employees to satisfy their tax obligations as a result of share issuances. As of December 31, 2016, the unrecognized compensation cost related to restricted stock units that are expected to vest is $25.2 million and will be recognized over an estimated weighted average service period of approximately 2.1 years. Employee Stock Purchase Plan The Company maintains an Employee Stock Purchase Plan that allows its employees to purchase shares of common stock at a price equal to 85% of the fair market value of the Company's stock at the beginning or the end of the semi-annual period, whichever is lower. There were no shares purchased by employees or issued by the Company under the Plan during the three months ended December 31, 2016 and 2015. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The calculations of basic and diluted net income (loss) per share and basic and diluted weighted average shares outstanding are as follows for the three months ended December 31, 2016 and 2015 (in thousands, except per share data): Three Months Ended 2016 2015 Net income (loss) $ 13,871 $ (4,648 ) Weighted average common shares outstanding used in computing basic earnings (losses) per share 69,181 68,130 Dilutive restricted stock units 689 — Weighted average common shares outstanding used in computing diluted earnings (losses) per share 69,870 68,130 Basic net income (loss) per share $ 0.20 $ (0.07 ) Diluted net income (loss) per share $ 0.20 $ (0.07 ) There were no anti-dilutive restricted stock units during the three months ended December 31, 2016 based on the treasury stock method. Restricted stock units of 1,113,000 during the three months ended December 31, 2015 were excluded from the computation of diluted earnings per share as a result of a net loss incurred during the period. |
Restructuring and Other Charges
Restructuring and Other Charges | 3 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges | Restructuring and Other Charges Three Months Ended December 31, 2016 The Company recorded restructuring charges of $ 1.0 million during the three months ended December 31, 2016. These charges consisted primarily of severance costs, of which $0.7 million were attributable to the company-wide restructuring action initiated prior to fiscal year 2017, $0.2 million were attributable to the Brooks Semiconductor Solutions Group segment for actions initiated prior to fiscal year 2017 and $0.1 million of costs attributable to the Brooks Life Science Systems segment for the action initiated during the current period. Prior to fiscal year 2017, the Company initiated a restructuring action to streamline its business operations as part of a company-wide initiative to improve profitability and competitiveness which is expected to benefit all segments. Total severance costs incurred in connection with this action were $6.5 million , of which $5.8 million were recognized prior to the first quarter of fiscal year 2017 and $0.7 million were recognized during the three months ended December 31, 2016 as a result of a change in the restructuring liability estimate. Severance costs were attributable to the elimination of positions across the Company, including certain senior management positions. This restructuring action was substantially completed by December 31, 2016 and is not expected to result in any additional restructuring charges in future periods. Accrued restructuring costs of $1.3 million at December 31, 2016 from these actions are expected to be paid within the next twelve months with cash flows generated from operating activities. Prior to fiscal year 2017, the Company also initiated a restructuring action within the Brooks Semiconductor Solutions Group segment which was related to the integration of Contact Co., Ltd. ("Contact") after its acquisition by the Company, the closure and transfer of the Mistelgau, Germany manufacturing operations to a contract manufacturer, as well as other cost reductions to improve profitability and competitiveness. Total restructuring costs incurred in connection with this action are approximately $ 3.1 million , of which approximately $ 3.0 million were recognized prior to the first quarter of fiscal year 2017 and $ 0.2 million were recognized during the three months ended December 31, 2016. This restructuring action was substantially completed as of December 31, 2016 and is not expected to result in any significant additional restructuring charges in future periods. Accrued restructuring costs of $0.2 million at December 31, 2016 from these actions are expected to be paid within the next twelve months with cash flows generated from operating activities. Restructuring initiatives within the Brooks Life Science Systems segment are primarily related to streamlining the segment's management structure, integrating acquisitions and improving profitability. During the first quarter of fiscal year 2017, the Company initiated an action within the Brooks Life Science Systems segment to consolidate certain positions in order to further streamline the management structure, reduce costs and improve profitability. The restructuring initiatives within the Brooks Life Science Systems segment included several actions initiated prior to fiscal year 2017 and during the three months ended December 31, 2016. These actions were completed by the end of the first quarter of fiscal year 2017 and are not expected to result in additional restructuring charges in future periods. Total severance costs incurred in connection with these initiatives are $3.2 million , of which $3.1 million were recognized prior to the first quarter of fiscal year 2017 and $0.1 million were recognized during the three months ended December 31, 2016. Accrued restructuring costs of $ 0.1 million at December 31, 2016 from these initiatives are expected to be paid within the next twelve months with cash flows generated from operating activities. At December 31, 2016, accrued restructuring costs included $1.7 million related to a restructuring action initiated within the Brooks Semiconductor Solutions Group segment prior to fiscal year 2017 to consolidate the Company's Jena, Germany repair facility into the Chelmsford, Massachusetts repair operation as a part of the Company's strategy to reduce global footprint and streamline the cost structure. Total severance costs incurred in connection with this action are $ 1.8 million which were recognized prior to the first quarter of fiscal year 2017. No restructuring charges related to this initiative were incurred during the three months ended December 31, 2016. Accrued restructuring costs related to this initiative are expected to be paid within the next twelve months with cash flows generated from operating activities. Please refer to Note 17, "Restructuring and Other Charges" to the Company's consolidated financial statements included in the 2016 Annual Report in the Form 10-K for further information on this restructuring initiative. Three Months Ended December 31, 2015 The Company recorded restructuring charges of $1.5 million during the three months ended December 31, 2015, which included severance costs of $1.6 million and reductions of facility-related costs of $0.1 million . The charges consisted of $0.9 million attributable to actions initiated during the three months ended December 31, 2015 and $0.7 million attributable to actions initiated in prior periods. Severance costs of $1.6 million consisted of $0.7 million of charges incurred within the Brooks Semiconductor Solutions Group segment and $0.9 million of charges incurred within the Brooks Life Science Systems segment. The restructuring action within the Brooks Semiconductor Solutions Group segment was initiated prior to the first quarter of fiscal year 2016, as described above. The restructuring action within the Brooks Life Science Systems segment initiated during the first quarter of fiscal year 2016 was attributable to the restructuring initiatives described above and related primarily to integrating BioStorage with the Company's operations. Total restructuring costs incurred in connection with this action were $0.9 million which were recognized entirely during fiscal year 2016. Facility-related cost reductions of $0.1 million were primarily attributable to lower operating costs paid throughout the termination of the facility lease on October 27, 2015. The following is a summary of activity related to the Company’s restructuring and other charges for the three months ended December 31, 2016 and 2015 (in thousands): Activity — Three Months Ended December 31, 2016 Balance at Expenses Payments Balance at Total restructuring liabilities related to workforce termination benefits $ 5,939 $ 975 $ (3,687 ) $ 3,227 Activity — Three Months Ended December 31, 2015 Balance at Expenses Payments Balance at Facilities and other contract termination costs $ 433 $ (135 ) $ (298 ) $ — Workforce-related termination benefits 1,640 1,610 (1,596 ) 1,654 Total restructuring liabilities $ 2,073 $ 1,475 $ (1,894 ) $ 1,654 Accrued restructuring costs of $3.2 million at December 31, 2016 are expected to be paid within the next twelve months. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company has two active defined benefit pension plans (collectively, the “Plans”). The Plans cover substantially all of the Company’s employees in Switzerland and Taiwan. Retirement benefits are generally earned based on the years of service and the level of compensation during active employment, but the level of benefits varies within the Plans. Eligibility is determined in accordance with local statutory requirements. The components of the Company’s net pension cost for the three months ended December 31, 2016 and 2015 are as follows (in thousands): Three Months Ended 2016 2015 Service cost $ 67 $ 136 Interest cost 7 18 Amortization of losses 2 4 Expected return on assets (33 ) (40 ) Net periodic pension cost $ 43 $ 118 |
Segment Information
Segment Information | 3 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company's Chief Executive Officer is the Company's chief operating decision maker. Prior to the third quarter of fiscal year 2016, the Company had three operating and reportable segments that consisted of Brooks Product Solutions, Brooks Global Services and Brooks Life Science Systems. During the third quarter of fiscal year 2016, the Company reorganized its previous reporting structure into two operating and reportable segments consisting of: (i) Brooks Semiconductor Solutions Group; and (ii) Brooks Life Science Systems and reported its financial results for the periods then ended based on the revised segment structure. Please refer to Note 20, "Segment and Geographic Information" to the Company's Consolidated Financial Statements included in the 2016 Annual Report in the Form 10-K for further information on the segments realignment, operating segments' description and accounting policies. The following is the summary of the financial information for the Company’s operating and reportable segments for the three months ended December 31, 2016 and 2015 (in thousands): Brooks Semiconductor Solutions Group Brooks Life Science Systems Total Three Months Ended December 31, 2016: Revenue Products $ 109,395 $ 12,719 $ 122,114 Services 17,221 20,620 37,841 Total revenue $ 126,616 $ 33,339 $ 159,955 Gross profit $ 45,468 $ 11,475 $ 56,943 Segment operating income 17,371 112 17,483 Depreciation expense 1,275 1,090 2,365 Three Months Ended December 31, 2015: Revenue Products $ 79,179 $ 10,001 $ 89,180 Services 19,897 10,878 30,775 Total revenue $ 99,076 $ 20,879 $ 119,955 Gross profit $ 34,659 $ 5,895 $ 40,554 Segment operating income (loss) 2,940 (4,602 ) (1,662 ) Depreciation expense 886 488 1,374 Assets: December 31, 2016 $ 310,894 $ 265,431 $ 576,325 September 30, 2016 317,717 247,735 565,452 The following is a reconciliation of the Company’s operating and reportable segments' operating income (loss) and segment assets to the corresponding amounts presented in the accompanying unaudited Consolidated Balance Sheets and Consolidated Statements of Operations for the three months ended December 31, 2016 and 2015 (in thousands): Three Months Ended 2016 2015 Segment operating income (loss) $ 17,483 $ (1,662 ) Amortization of acquired intangible assets 3,064 2,211 Restructuring and other charges 975 1,475 Other unallocated corporate expenses 283 2,972 Total operating income (loss) $ 13,161 $ (8,320 ) December 31, September 30, Segment assets $ 576,325 $ 565,452 Cash, cash equivalents and marketable securities 89,028 91,221 Deferred tax assets 1,683 1,982 Equity method investments 25,271 27,250 Total assets $ 692,307 $ 685,905 |
Significant Customers
Significant Customers | 3 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Significant Customers | Significant Customers The Company had one customer that accounted for 10% or more of its consolidated revenue, at 11% and 10% , respectively, during the three months ended December 31, 2016 and 2015. The Company did not have any customers that accounted for more than 10% of its accounts receivable balance at December 31, 2016 or September 30, 2016. For purposes of determining the percentage of revenue generated from any of the Company's original equipment manufacturer (the "OEM") customers, the Company does not include revenue from products sold to contract manufacturer customers who in turn sell to the OEM's. If the Company included revenue from products sold to contract manufacturer customers supporting the Company's OEM customers, the percentage of the Company's total revenue derived from certain OEM customers would be higher. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value measurement guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following levels of inputs may be used to measure fair value: Level 1 Inputs: Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Inputs: Observable inputs other than prices included in Level 1, including quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Inputs: Unobservable inputs that are significant to the fair value of the assets or liabilities and reflect an entity's own assumptions in pricing assets or liabilities since they are supported by little or no market activity. The following tables summarize assets and liabilities measured and recorded at fair value on a recurring basis in the accompanying unaudited Consolidated Balance Sheets as of December 31, 2016 and September 30, 2016 (in thousands): Fair Value Measurements at Reporting Date Using Description December 31, 2016 Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 185 $ 140 $ 45 $ — Available-for-sale securities 6,083 — 6,083 — Foreign exchange contracts 34 — 34 — Total Assets $ 6,302 $ 140 $ 6,162 $ — Liabilities: Foreign exchange contracts $ 86 $ — $ 86 $ — Total Liabilities $ 86 $ — $ 86 $ — The convertible debt securities and the stock warrant were included in "Other assets" in the accompanying Consolidated Balance Sheets at September 30, 2016. During the first quarter of fiscal year 2017, the Company settled the convertible debt securities and the stock warrant as a part of the non-cash consideration for the Company's acquisition of Cool Lab acquired on November 28, 2016. The convertible debt securities and the stock warrant were measured at fair value on the acquisition date as a portion of the consideration transferred to the seller. A loss of $0.2 million on settlement of these financial instruments was recorded in the "Other loss, net" in the Company's unaudited Consolidated Statements of Operations during the three months ended December 31, 2016. Please refer to Note 6, "Equity Method Investments" for further information on the convertible debt securities and the stock warrant and Note 4 "Acquisitions" for the acquisition of Cool Lab. Fair Value Measurements at Reporting Date Using Description September 30, Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 143 $ 98 $ 45 $ — Available-for-sale securities 6,135 — 6,135 — Foreign exchange contracts 5 — 5 — Convertible debt securities 5,774 — — 5,774 Stock warrant 45 — — 45 Total Assets $ 12,102 $ 98 $ 6,185 $ 5,819 Liabilities: Contingent consideration $ 500 $ — $ — $ 500 Foreign exchange contracts 97 — 97 — Total Liabilities $ 597 $ — $ 97 $ 500 Cash Equivalents Cash equivalents of $0.1 million at December 31, 2016 and September 30, 2016 consist of Money Market Funds and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Cash equivalents of less than $0.1 million at December 31, 2016 and September 30, 2016 consist primarily of Bank Certificate of Deposits and are classified within Level 2 of the fair value hierarchy because they are not actively traded. Available-For-Sale Securities Available-for-sale securities of $6.1 million at December 31, 2016 and September 30, 2016 consist of Municipal Securities, U.S. Corporate Securities and Other Debt Securities. The securities are valued using matrix pricing and benchmarking and classified within Level 2 of the fair value hierarchy because they are not actively traded. Matrix pricing is a mathematical technique used to value securities by relying on the securities’ relationship to other benchmark quoted prices. Foreign Exchange Contracts Foreign exchange contract assets and liabilities amounted to less than $0.1 million and $0.1 million at December 31, 2016. Foreign exchange contract assets and liabilities amounted to less than $0.1 million and $0.1 million , respectively, at September 30, 2016. Foreign exchange contract assets and liabilities are measured and reported at fair value based on observable market inputs and classified within Level 2 of the fair value hierarchy due to a lack of an active market for these contracts. Convertible Debt Securities At September 30, 2016, convertible debt securities of $5.8 million were measured at fair value and classified within Level 3 of the fair value hierarchy. During the first quarter of fiscal year 2017, the Company settled the convertible debt securities as a part of the non-cash consideration for the Company's acquisition of Cool Lab. The convertible debt securities were measured at fair value of $5.6 million on the acquisition date which was determined based on the probability weighted average Discounted Cash Flow (the "DCF") approach and a Monte Carlo simulation model. The DCF approach was utilized for the instrument's variable conversion price scenarios for which fair value was determined based on probability weighted average method utilizing various outcomes for the instrument's expected payout. The fair value for each outcome was computed based on the present value of cash flows associated with the expected payout discounted at the risk-adjusted discount rate. The key inputs used in the DCF approach included a risk-adjusted discount rate of 23% and the time of the instrument's payout, which ranged between 1.5 years and 3.2 years. The Monte Carlo simulation model was utilized for the instrument's fixed conversion price scenarios. The fair value of the instrument was computed for the period from the valuation date through the expected payoff date based on multiple scenarios. The key inputs used in the Monte-Carlo approach consisted of: (i) risk free rate, which was used for the scenarios in which the instrument's conversion value was greater than its fixed payoff value, and ranged between 0.96% and 1.39% , (ii) risk-adjusted discount rate of 23% , which was used for the scenarios in which the instrument's conversion value was less than its fixed payoff value, (iii) expected payoff period, which ranged between 1.50 years and 3.06 years, (iv) underlying stock price estimated at $1.76 , and (v) underlying stock volatility of 55% , which was calculated based on security-specific volatility. A loss of $0.2 million on the settlement of convertible debt securities with a fair value of $5.6 million and a carrying value of $5.8 million on November 28, 2016 was recognized within "Other loss, net" in the Company's unaudited Consolidated Statements of Operations during the three months ended December 31, 2016. Please refer to Note 6, "Equity Method Investments" for further information on the convertible debt securities and Note 4 "Acquisitions" for the acquisition of Cool Lab. Stock Warrant Stock warrant valued at less than $0.1 million at September 30, 2016 was classified within Level 3 of the fair value hierarchy and measured at fair value based on the Black-Scholes model. The Black-Scholes model applied to the warrant incorporated the constant price variation of the underlying asset, the time value of money, the warrant’s strike price and the time until the warrant’s expiration date. The fair value of the warrant was determined utilizing a five year equity volatility percentage based on an average equity volatility derived from comparable public companies. During the first quarter of fiscal year 2017, the Company canceled the stock warrant as part of the non-cash consideration for the Company's acquisition of Cool Lab and measured the stock warrant at fair value of less than $0.1 million on the acquisition date. The fair value of the warrant was determined based on the option pricing approach which treats various classes of securities in a company’s capital structure as call options on the total equity value of the company. Contingent Consideration Contingent consideration liability of $0.5 million at September 30, 2016 was classified within Level 3 of the fair value hierarchy and measured at fair value based on the probability-weighted average discounted cash flow model utilizing potential outcomes related to achievement of certain specified targets and events. The fair value measurement of the contingent consideration was based on probabilities assigned to each potential outcome and the discount rate. During the first quarter of fiscal year 2017, the Company settled the liability and remitted a cash payment of $0.5 million to the sellers of Contact as a remaining part of the acquisition purchase price. Please refer to Note 4 “Acquisitions” to the Company's consolidated financial statements included in the 2016 Annual Report in the Form 10-K for further information on the contingent consideration liability. The carrying amounts of accounts receivable and accounts payable approximate their fair value due to their short-term nature. The following table presents the reconciliation of the assets measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Convertible Debt Securities Stock Warrants Contingent Consideration Total Balance at September 30, 2016 $ 5,774 $ 45 $ 500 $ 6,319 Change in fair value (194 ) (37 ) — (231 ) Settlements (5,580 ) (8 ) (500 ) (6,088 ) Balance at December 31, 2016 $ — $ — $ — $ — Nonrecurring Fair Value Measurements The Company holds certain assets that are measured at fair value on a nonrecurring basis in periods subsequent to initial recognition. A note receivable of $0.2 million at December 31, 2016 and September 30, 2016 is recorded at carrying value and included in "Other assets" in the accompanying unaudited Consolidated Balance Sheets. Please refer to Note 9, "Other Balance Sheet Information" for further information on the loan. A loan receivable of $1.5 million at September 30, 2016 was recorded at carrying value and included in "Other assets" in the accompanying unaudited Consolidated Balance Sheets. During the first quarter of fiscal year 2017, the Company settled the loan as part of the non-cash consideration for the Company's acquisition of Cool Lab and remeasured it at fair value of $1.6 million on the acquisition date. Fair value of the loan was classified within Level 3 of the fair value hierarchy and determined based on the market approach utilizing a loan settlement value, including its principal and accrued interest, in a similar transaction in a non-observable market. The carrying value of the loan was $1.6 million on the acquisition date and included the loan's principal and accrued interest. Please refer to Note 6, "Equity Method Investments" for further information on the loan and Note 4 "Acquisitions" for the acquisition of Cool Lab. The equity method investment in BioCision of $1.7 million at September 30, 2016 was recorded at carrying value in the accompanying unaudited Consolidated Balance Sheets. During the three months ended December 31, 2016, the Company redeemed the equity method investment in BioCision as part of the non-cash consideration for the Company's acquisition of Cool Lab. Fair value of the equity method investment in BioCision of $3.1 million was classified within Level 3 of the fair value hierarchy and measured based on the option pricing approach which treats various classes of securities in a company’s capital structure as call options on the total equity value of the company. The key inputs used in the option pricing approach consisted of: (i) total equity value of BioCision estimated at $6.5 million ; (ii) equity volatility estimated at 80% ; (iii) time to liquidity event estimated at 1.5 years; and (iv) risk free rate of 0.96% . Please refer to Note 6, "Equity Method Investments" for further information on the convertible debt securities and Note 4 "Acquisitions" for the acquisition of Cool Lab. Certain non-financial assets, including goodwill, finite-lived intangible assets and other long-lived assets, are measured at fair value on a non-recurring basis when there is an indication of impairment. Please refer to the Note 2, "Summary of Significant Accounting Policies" to the Company's consolidated financial statements included in the 2016 Annual Report on the Form 10-K for further information on the valuation techniques used in developing these measurements. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit At December 31, 2016 and September 30, 2016, the Company had approximately $4.6 million and $2.0 million of letters of credit outstanding related primarily to customer advances and other performance obligations. These arrangements guarantee the refund of advance payments received from our customers in the event that the product is not delivered or warranty obligations are not fulfilled in accordance with the contract terms. These obligations could be called by the beneficiaries at any time before the expiration date of the particular letter of credit if the Company fails to meet certain contractual requirements. None of these obligations were called during the three months ended December 31, 2016 and the fiscal year ended September 30, 2016, and the Company currently does not anticipate any of these obligations to be called in the near future. Contingencies During fiscal year 2016, the Company discovered that it inadvertently failed to register on Form S-8 with the Securities and Exchange Commission certain shares of common stock previously authorized for issuance by the Company’s Board of Directors and stockholders under the Company’s 1995 Employee Stock Purchase Plan, as amended (the “ESPP”). As a result, certain purchasers of common stock under the ESPP may have the right to rescind their purchases for an amount equal to the purchase price paid for the shares, plus interest from the date of purchase, limited to the shares purchased in the last twelve months, which is the applicable federal statute of limitations, and still held by the original purchasers. These shares have been treated as issued and outstanding for financial reporting purposes. As of December 31, 2016, there were approximately 90,358 shares of common stock issued under the ESPP and held by the original purchasers of such shares which may be subject to these rescission rights. Of these, 43,968 shares were originally purchased for $8.00 per share and 46,390 shares were originally purchased for $8.02 per share. If holders of all of these shares seek to rescind their purchases, the Company could be required to make aggregate payments of up to approximately $0.8 million , which includes estimated statutory interest. The Company may also be subject to civil and other penalties by regulatory authorities as a result of the potential failure to register these shares. The Company does not believe that the failure to register the shares on a Form S-8 or a potential rescission offer, if any, will have a material impact on its consolidated financial statements. The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. However, as of the date of this report, the Company believes that none of these claims will have a material adverse effect on its consolidated financial position or results of operations. In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that the Company's assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company's consolidated financial position or results of operations in particular quarterly or annual periods. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 31, 2017 , the Company’s Board of Directors declared a cash dividend of $0.10 per share payable on March 24, 2017 to common stockholders of record as of March 3, 2017 . Dividends are declared at the discretion of the Company’s Board of Directors and depend on the Company's actual cash flows from operations, its financial condition and capital requirements and any other factors the Company’s Board of Directors may consider relevant. Future dividend declarations, as well as the record and payment dates for such dividends, will be determined by the Company’s Board of Directors on a quarterly basis. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Foreign Currency Translation | Foreign Currency Translation Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Foreign currency exchange gains (losses) generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other loss, net” in the Company's unaudited Consolidated Statements of Operations. Net foreign currency transaction and remeasurement losses totaled $ 0.5 million each during the three months ended December 31, 2016 and 2015. |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates are associated with accounts receivable, inventories, goodwill, intangible assets other than goodwill, long-lived assets, derivative financial instruments, deferred income taxes, warranty obligations, revenue recognized using the percentage of completion method, pension obligations and stock-based compensation expense. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances, future projections that management believes to be reasonable under the circumstances. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they occur and become known. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB, issued new accounting guidance for reporting lease transactions. In accordance with provisions of the newly issued guidance, a lessee should recognize at the inception of the arrangement a right-of-use asset and a corresponding lease liability initially measured at the present value of lease payments over the lease term. For finance leases, interest on a lease liability should be recognized separately from the amortization of the right-of-use asset, while for operating leases, total lease costs are recorded on a straight-line basis over the lease term. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying assets to forgo a recognition of right-of-use assets and corresponding lease liabilities and record a lease expense on a straight-line basis. Entities should determine at the inception of the arrangement whether a contract represents a lease or contains a lease which is defined as a right to control the use of identified property for a period of time in exchange for consideration. Additionally, entities should separate the lease components from the non-lease components and allocate the contract consideration on a relative standalone price basis in accordance with provisions of ASC Topic 606, Revenue from Contracts with Customers . The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and should be adopted via a modified retrospective approach with certain optional practical expedients that entities may elect to apply. The Company expects to adopt the guidance during the first quarter of fiscal year 2020 and is currently evaluating the impact of this guidance on its financial position and results of operations. In February 2015, the FASB issued an amendment to the accounting guidance for consolidations of financial statements by changing the analysis that a reporting entity must perform to determine whether it should consolidate certain types of variable interest entities. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The guidance can be adopted either via a full retrospective approach or a modified retrospective approach by recording a cumulative-effect adjustment to beginning equity in the period of adoption. The Company adopted the guidance during the first quarter of fiscal year 2017. The adoption of the guidance did not have an impact on the Company's financial position or results of operations. Please refer to Note 9, "Other Balance Sheet Information" for further discussion. In May 2014, the FASB issued new accounting guidance for reporting revenue recognition. The guidance provides for the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. A five-step process set forth in the guidance may require more judgment and estimation within the revenue recognition process than the current GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance was initially effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. In August 2015, the FASB issued an amendment deferring the effective date of the guidance by one year. The guidance should be adopted retrospectively either for each reporting period presented or via recognizing the cumulative effect at the date of the initial application. Early adoption is permitted only as of annual reporting periods, including the interim periods, beginning after December 15, 2016. The Company expects to adopt the guidance during the first quarter of fiscal year 2019 and is currently evaluating the impact of this guidance on its financial position and results of operations. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of the Error Corrections and Prior Period Adjustments | The following table summarizes the effects of the classification error on the interim prior period financial statements (in thousands): December 31, 2015 As Previously Reported Adjustment As Revised Cost of product revenue $ 58,150 $ (118 ) $ 58,032 Cost of service revenue 21,251 118 21,369 Total cost of revenue $ 79,401 $ — $ 79,401 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Marketable Securities Including Accrued Interest Receivable | The following is a summary of the amortized cost and the fair value, including accrued interest receivable, as well as unrealized holding gains (losses) on the short-term and long-term marketable securities as of December 31, 2016 and September 30, 2016 (in thousands): Amortized Gross Gross Fair Value December 31, 2016: Corporate securities $ 2,398 $ — $ — $ 2,398 Other debt securities 27 — — 27 Municipal securities 3,671 — (13 ) 3,658 Total marketable securities $ 6,096 $ — $ (13 ) $ 6,083 September 30, 2016: Corporate securities $ 2,394 $ — $ — $ 2,394 Other debt securities 39 — — 39 Municipal securities 3,704 1 (3 ) 3,702 $ 6,137 $ 1 $ (3 ) $ 6,135 |
Fair Value of Marketable Securities by Contractual Maturity | The fair values of the marketable securities by contractual maturities at December 31, 2016 are presented below (in thousands): Fair Value Due in one year or less $ 866 Due after one year through five years 2,819 Due after ten years 2,398 Total marketable securities $ 6,083 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Cool Lab, LLC | |
Business Acquisition [Line Items] | |
Amounts of Assets and Liabilities at Fair Value as of Acquisition Date | The preliminary amounts recorded were as follows (in thousands): Fair Value of Assets and Liabilities Inventory $ 1,283 Intangible assets 6,100 Goodwill 8,527 Accrued liabilities (30 ) Other liabilities (686 ) Total purchase price $ 15,194 |
BioStorage Technologies, Inc. | |
Business Acquisition [Line Items] | |
Amounts of Assets and Liabilities at Fair Value as of Acquisition Date | The Company recorded the following amounts for the assets acquired and liabilities assumed related to BioStorage at their fair values as of the acquisition date (in thousands): Fair Value of Assets and Liabilities Accounts receivable $ 16,942 Prepaid expenses and other current assets 321 Property, plant and equipment 14,345 Intangible assets 41,460 Goodwill 79,639 Other assets 53 Debt assumed (385 ) Accounts payable (1,708 ) Accrued liabilities (9,423 ) Deferred revenue (1,766 ) Long-term deferred tax liabilities (14,169 ) Other liabilities (61 ) Total purchase price, net of cash acquired $ 125,248 |
Pro Forma Information | The following unaudited proforma financial information represents a summary of the consolidated results of operations for the Company and BioStorage for the three months ended December 31, 2015 as if the acquisition of BioStorage occurred on October 1, 2014 (in thousands): Three Months Ended, Revenue $ 131,001 Net loss (71 ) Basic loss per share $ — Diluted loss per share $ — Weighted average shares outstanding used in computing net loss per share: Basic 68,130 Diluted 68,130 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Goodwill by Business Segment | The components of the Company’s goodwill by an operating segment at December 31, 2016 and September 30, 2016 are as follows (in thousands): Brooks Brooks Other Total Gross goodwill, at September 30, 2016 $ 655,781 $ 135,301 $ 26,014 $ 817,096 Accumulated goodwill impairments (588,944 ) — (26,014 ) (614,958 ) Goodwill, net of accumulated impairments, at September 30, 2016 66,837 135,301 — 202,138 Acquisitions and adjustments (78 ) 8,527 — 8,449 Gross goodwill, at December 31, 2016 655,703 143,828 26,014 825,545 Accumulated goodwill impairments (588,944 ) — (26,014 ) (614,958 ) Goodwill, net of accumulated impairments, at December 31, 2016 $ 66,759 $ 143,828 $ — $ 210,587 |
Components of Identifiable Intangible Assets | The components of the Company’s identifiable intangible assets as of December 31, 2016 and September 30, 2016 are as follows (in thousands): December 31, 2016 September 30, 2016 Cost Accumulated Net Book Cost Accumulated Net Book Patents $ 9,028 $ 7,523 $ 1,505 $ 7,808 $ 7,486 $ 322 Completed technology 60,385 51,927 8,458 60,485 51,018 9,467 Trademarks and trade names 9,139 4,392 4,747 9,142 4,204 4,938 Customer relationships 118,422 49,700 68,722 114,263 47,147 67,116 Total intangible assets $ 196,974 $ 113,542 $ 83,432 $ 191,698 $ 109,855 $ 81,843 |
Schedule of Future Amortization Expense | Estimated future amortization expense for the intangible assets for the remainder of fiscal year 2017 and the subsequent four fiscal years is as follows (in thousands): Fiscal year ended September 30, 2017 $ 12,424 2018 15,300 2019 15,192 2020 13,909 2021 8,226 Thereafter 18,381 $ 83,432 |
Other Balance Sheet Informati32
Other Balance Sheet Information (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Accounts Receivable | The following is a summary of accounts receivable at December 31, 2016 and September 30, 2016 (in thousands): December 31, September 30, Accounts receivable $ 116,740 $ 108,713 Less: allowance for doubtful accounts (2,209 ) (2,241 ) Less: allowance for sales returns (102 ) (100 ) Accounts receivable, net $ 114,429 $ 106,372 |
Summary of Inventories | The following is a summary of inventories at December 31, 2016 and September 30, 2016 (in thousands): December 31, September 30, Inventories: Raw materials and purchased parts $ 59,775 $ 60,979 Work-in-process 13,899 16,090 Finished goods 18,845 15,503 Total inventories $ 92,519 $ 92,572 |
Product Warranty and Retrofit Activity on Gross Basis | The following is a summary of product warranty and retrofit activity on a gross basis for the three months ended December 31, 2016 and 2015 (in thousands): Activity - Three Months Ended December 31, 2016 Balance at Accruals Costs Incurred Balance at $ 6,324 $ 2,507 $ (2,614 ) $ 6,217 Activity - Three Months Ended December 31, 2015 Balance at Accruals Costs Incurred Balance at $ 6,089 $ 2,124 $ (2,446 ) $ 5,767 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Net Gains and Losses Realized on Derivative Instruments | Net gains and losses related to these contracts are recorded as a component of "Other loss, net" in the accompanying unaudited Consolidated Statements of Operations and are as follows for the three months ended December 31, 2016 and 2015 (in thousands): Three Months Ended 2016 2015 Realized (losses) gains on derivative instruments not designated as hedging instruments $ (1,003 ) $ 275 |
Notional Amounts Outstanding under Foreign Currency Contracts | The Company had the following notional amounts outstanding under foreign currency contracts that do not qualify for hedge accounting at December 31, 2016 and September 30, 2016 (in thousands): December 31, 2016: Buy Currency Notional Amount Sell Currency Maturity Notional Amount Fair Value of Fair Value of British Pound 115 Norwegian Krone January 2017 1,000 $ — $ — Japanese Yen 691 U.S. Dollar January 2017 81,000 — (2 ) British Pound 936 Swedish Krona January 2017 8,600 2 — Korean Won 1,711 U.S. Dollar January 2017 2,062,000 — (9 ) U.S. Dollar 22 Taiwan Dollar January 2017 700 — — U.S. Dollar 5,823 Chinese Yuan January 2017 41,000 — (70 ) Euro 12,386 U.S. Dollar January 2017 11,900 32 — U.S. Dollar 2,338 British Pound January 2017 1,910 — (2 ) Singapore Dollar 261 U.S. Dollar January 2017 380 — — U.S. Dollar 350 Israeli Shekel January 2017 1,350 — — Euro 11,465 British Pound January 2017 9,359 — (3 ) $ 34 $ (86 ) September 30, 2016: Buy Currency Notional Amount Sell Currency Maturity Notional Amount Fair Value of Fair Value of British Pound 246 Swedish Krona October 2016 2,100 $ 1 $ — U.S. Dollar 6,107 British Pound October 2016 4,710 2 — Euro 14,976 U.S. Dollar October 2016 13,300 — (40 ) U.S. Dollar 5,815 Chinese Yuan October 2016 39,000 — (33 ) Korean Won 2,255 U.S. Dollar October 2016 2,488,000 1 — Euro 8,403 British Pound October 2016 6,500 — (23 ) U.S. Dollar 311 Israeli Shekel October 2016 1,169 1 — $ 5 $ (96 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | The following table reflects stock-based compensation expense recorded during the three months ended December 31, 2016 and 2015 (in thousands): Three Months Ended December 31, 2016 2015 Restricted stock units $ 2,365 $ 4,577 Employee stock purchase plan 133 137 Total stock-based compensation $ 2,498 $ 4,714 |
Status of Restricted Stock Activity and Changes | The following table summarizes restricted stock unit activity for the three months ended December 31, 2016: Shares Weighted Outstanding at September 30, 2016 2,489,076 $ 10.79 Granted 951,266 13.93 Vested (769,227 ) 10.26 Forfeited (43,758 ) 11.84 Outstanding at December 31, 2016 2,627,357 $ 12.07 The following table reflects restricted stock units granted during the three months ended December 31, 2016 and 2015: Total Units Time-Based Units Stock Grants Performance-Based Units Three months ended December 31, 2016 951,266 362,113 815 588,338 Three months ended December 31, 2015 1,208,954 424,250 954 783,750 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted Average Common Shares Outstanding for Purposes of Calculating Basic and Diluted Earnings Per Share | The calculations of basic and diluted net income (loss) per share and basic and diluted weighted average shares outstanding are as follows for the three months ended December 31, 2016 and 2015 (in thousands, except per share data): Three Months Ended 2016 2015 Net income (loss) $ 13,871 $ (4,648 ) Weighted average common shares outstanding used in computing basic earnings (losses) per share 69,181 68,130 Dilutive restricted stock units 689 — Weighted average common shares outstanding used in computing diluted earnings (losses) per share 69,870 68,130 Basic net income (loss) per share $ 0.20 $ (0.07 ) Diluted net income (loss) per share $ 0.20 $ (0.07 ) |
Restructuring and Other Charg36
Restructuring and Other Charges (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Activity Related to Restructuring Accruals | The following is a summary of activity related to the Company’s restructuring and other charges for the three months ended December 31, 2016 and 2015 (in thousands): Activity — Three Months Ended December 31, 2016 Balance at Expenses Payments Balance at Total restructuring liabilities related to workforce termination benefits $ 5,939 $ 975 $ (3,687 ) $ 3,227 Activity — Three Months Ended December 31, 2015 Balance at Expenses Payments Balance at Facilities and other contract termination costs $ 433 $ (135 ) $ (298 ) $ — Workforce-related termination benefits 1,640 1,610 (1,596 ) 1,654 Total restructuring liabilities $ 2,073 $ 1,475 $ (1,894 ) $ 1,654 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of Net Pension Cost | The components of the Company’s net pension cost for the three months ended December 31, 2016 and 2015 are as follows (in thousands): Three Months Ended 2016 2015 Service cost $ 67 $ 136 Interest cost 7 18 Amortization of losses 2 4 Expected return on assets (33 ) (40 ) Net periodic pension cost $ 43 $ 118 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Financial Information for Business Segments | The following is the summary of the financial information for the Company’s operating and reportable segments for the three months ended December 31, 2016 and 2015 (in thousands): Brooks Semiconductor Solutions Group Brooks Life Science Systems Total Three Months Ended December 31, 2016: Revenue Products $ 109,395 $ 12,719 $ 122,114 Services 17,221 20,620 37,841 Total revenue $ 126,616 $ 33,339 $ 159,955 Gross profit $ 45,468 $ 11,475 $ 56,943 Segment operating income 17,371 112 17,483 Depreciation expense 1,275 1,090 2,365 Three Months Ended December 31, 2015: Revenue Products $ 79,179 $ 10,001 $ 89,180 Services 19,897 10,878 30,775 Total revenue $ 99,076 $ 20,879 $ 119,955 Gross profit $ 34,659 $ 5,895 $ 40,554 Segment operating income (loss) 2,940 (4,602 ) (1,662 ) Depreciation expense 886 488 1,374 Assets: December 31, 2016 $ 310,894 $ 265,431 $ 576,325 September 30, 2016 317,717 247,735 565,452 |
Reconciliation of Reportable Segment Operating Income (Loss) to Corresponding Consolidated Amounts | The following is a reconciliation of the Company’s operating and reportable segments' operating income (loss) and segment assets to the corresponding amounts presented in the accompanying unaudited Consolidated Balance Sheets and Consolidated Statements of Operations for the three months ended December 31, 2016 and 2015 (in thousands): Three Months Ended 2016 2015 Segment operating income (loss) $ 17,483 $ (1,662 ) Amortization of acquired intangible assets 3,064 2,211 Restructuring and other charges 975 1,475 Other unallocated corporate expenses 283 2,972 Total operating income (loss) $ 13,161 $ (8,320 ) |
Reconciliation of Reportable Segment Assets to Corresponding Consolidated Amounts | December 31, September 30, Segment assets $ 576,325 $ 565,452 Cash, cash equivalents and marketable securities 89,028 91,221 Deferred tax assets 1,683 1,982 Equity method investments 25,271 27,250 Total assets $ 692,307 $ 685,905 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | Fair Value Measurements at Reporting Date Using Description September 30, Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 143 $ 98 $ 45 $ — Available-for-sale securities 6,135 — 6,135 — Foreign exchange contracts 5 — 5 — Convertible debt securities 5,774 — — 5,774 Stock warrant 45 — — 45 Total Assets $ 12,102 $ 98 $ 6,185 $ 5,819 Liabilities: Contingent consideration $ 500 $ — $ — $ 500 Foreign exchange contracts 97 — 97 — Total Liabilities $ 597 $ — $ 97 $ 500 The following tables summarize assets and liabilities measured and recorded at fair value on a recurring basis in the accompanying unaudited Consolidated Balance Sheets as of December 31, 2016 and September 30, 2016 (in thousands): Fair Value Measurements at Reporting Date Using Description December 31, 2016 Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 185 $ 140 $ 45 $ — Available-for-sale securities 6,083 — 6,083 — Foreign exchange contracts 34 — 34 — Total Assets $ 6,302 $ 140 $ 6,162 $ — Liabilities: Foreign exchange contracts $ 86 $ — $ 86 $ — Total Liabilities $ 86 $ — $ 86 $ — |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the reconciliation of the assets measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Convertible Debt Securities Stock Warrants Contingent Consideration Total Balance at September 30, 2016 $ 5,774 $ 45 $ 500 $ 6,319 Change in fair value (194 ) (37 ) — (231 ) Settlements (5,580 ) (8 ) (500 ) (6,088 ) Balance at December 31, 2016 $ — $ — $ — $ — |
Basis of Presentation Summary o
Basis of Presentation Summary of the Error Corrections and Prior Period Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Cost of product revenue | $ 75,679 | $ 58,032 |
Cost of service revenue | 27,333 | 21,369 |
Total cost of revenue | $ 103,012 | 79,401 |
As Previously Reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Cost of product revenue | 58,150 | |
Cost of service revenue | 21,251 | |
Total cost of revenue | 79,401 | |
Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Cost of product revenue | (118) | |
Cost of service revenue | 118 | |
Total cost of revenue | $ 0 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Foreign currency transaction and remasurement loss | $ (0.5) | $ (0.5) |
Marketable Securities Narrative
Marketable Securities Narrative (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |||
Marketable securities sold during period, fair value | $ 0 | $ 124,000,000 | |
Marketable securities sold during period, amortized cost basis | 124,200,000 | ||
Net realized losses | 100,000 | ||
Proceeds from sale of marketable securities | 123,500,000 | ||
Reclassification unrealized net holding losses | $ 100,000 | ||
Fair value of marketable securities | $ 3,700,000 | $ 2,500,000 |
Marketable Securities Summary o
Marketable Securities Summary of Marketable Securities Including Accrued Interest Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 6,096 | $ 6,137 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (13) | (3) |
Fair Value | 6,083 | 6,135 |
Corporate securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,398 | 2,394 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 2,398 | 2,394 |
Other debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 27 | 39 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 27 | 39 |
Municipal securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 3,671 | 3,704 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (13) | (3) |
Fair Value | $ 3,658 | $ 3,702 |
Marketable Securities Fair Valu
Marketable Securities Fair Value of Marketable Securities by Contractual Maturity (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Investments, Debt and Equity Securities [Abstract] | ||
Due in one year or less | $ 866 | |
Due after one year through five years | 2,819 | |
Due after ten years | 2,398 | |
Fair Value | $ 6,083 | $ 6,135 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Detail) - USD ($) | Nov. 28, 2016 | Nov. 27, 2016 | Nov. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 |
Business Acquisition [Line Items] | ||||||
Non-cash consideration transferred | $ 10,348,000 | $ 0 | ||||
Amortization of acquired intangible assets | 4,100,000 | 3,500,000 | ||||
Acquisition, net of cash acquired | 5,346,000 | 125,498,000 | ||||
Income tax provision (benefit) | 2,800,000 | (3,370,000) | ||||
Restructuring charges | 975,000 | 1,475,000 | ||||
Cool Lab, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting interests acquired (as a percent) | 100.00% | |||||
Equity interest in acquiree, percentage (as a percent) | 20.00% | |||||
Net carrying value of assets transferred | $ 900,000 | |||||
Total purchase price, net of cash acquired | $ 15,194,000 | |||||
Payments to acquire businesses | 4,800,000 | |||||
Liabilities incurred | 100,000 | |||||
Non-cash consideration transferred | 10,300,000 | |||||
Equity method investments, fair value disclosure | 3,100,000 | |||||
Convertible debt securities and warrants | 5,600,000 | |||||
Term notes, fair value disclosure | 1,600,000 | |||||
Aggregate carrying value | $ 8,600,000 | |||||
Gain of fair value measurement included in earnings | 1,600,000 | |||||
Weighted average useful life of intangible assets (in years) | 5 years 5 months 24 days | |||||
Liabilities arising from contingencies, amount recognized | $ 700,000 | |||||
Actual revenues | 300,000 | |||||
Actual net loss | (100,000) | |||||
Inventory step up | 100,000 | |||||
Amortization of acquired intangible assets | 100,000 | |||||
Cool Lab, LLC | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 3,600,000 | |||||
Useful life of intangible assets acquired (in years) | 3 years | |||||
Cool Lab, LLC | Completed Technology | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 1,200,000 | |||||
Useful life of intangible assets acquired (in years) | 8 years | |||||
Cool Lab, LLC | Other Customer Relationship | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 1,300,000 | |||||
Useful life of intangible assets acquired (in years) | 10 years | |||||
BioStorage Technologies, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting interests acquired (as a percent) | 100.00% | |||||
Total purchase price, net of cash acquired | $ 125,248,000 | |||||
Payments to acquire businesses | $ 130,700,000 | |||||
Weighted average useful life of intangible assets (in years) | 10 years 7 months 12 days | |||||
Actual revenues | 16,600,000 | 6,500,000 | ||||
Actual net loss | 1,500,000 | (600,000) | ||||
Inventory step up | 100,000 | |||||
Amortization of acquired intangible assets | 1,100,000 | 300,000 | ||||
Acquisition related costs | $ 2,900,000 | 100,000 | 2,900,000 | |||
Cash acquired | 2,800,000 | |||||
Acquisition, net of cash acquired | 128,000,000 | |||||
Escrow reserve | 2,900,000 | 1,900,000 | ||||
Escrow deposit for acquiree's employees retention obligations | 2,500,000 | 0 | $ 100,000 | |||
Escrow deposit for third-party arrangements termination | 2,500,000 | |||||
Repayment of sellers' debt | 3,200,000 | |||||
Proceeds from settlement of business acquisition working capital adjustments | 200,000 | |||||
Business acquisition, decrease in goodwill | $ 200,000 | |||||
Escrow deposit | 5,400,000 | |||||
Escrow deposit for acquiree's warranties and other indemnities | 1,900,000 | |||||
Escrow deposit for potential purchase price adjustments | $ 1,000,000 | |||||
Compensation expense | 100,000 | 700,000 | ||||
Restructuring charges | 800,000 | |||||
BioStorage Technologies, Inc. | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Useful life of intangible assets acquired (in years) | 8 years | |||||
Finite-lived intangibles | 4,900,000 | |||||
BioStorage Technologies, Inc. | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Useful life of intangible assets acquired (in years) | 11 years | |||||
Finite-lived intangibles | 36,600,000 | |||||
Pro Forma | BioStorage Technologies, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Amortization | 500,000 | |||||
Income tax provision (benefit) | $ 500,000 | |||||
Selling, General and Administrative Expenses | Cool Lab, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition related costs | $ 200,000 |
Acquisitions - Amounts of Asset
Acquisitions - Amounts of Assets and Liabilities at Fair Value as of Acquisition Date (Detail) - USD ($) $ in Thousands | Nov. 28, 2016 | Nov. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 210,587 | $ 202,138 | ||
Cool Lab, LLC | ||||
Business Acquisition [Line Items] | ||||
Inventory | $ 1,283 | |||
Intangible assets | 6,100 | |||
Goodwill | 8,527 | |||
Accrued liabilities | (30) | |||
Other liabilities | (686) | |||
Total purchase price, net of cash acquired | $ 15,194 | |||
BioStorage Technologies, Inc. | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 16,942 | |||
Prepaid expenses and other current assets | 321 | |||
Property, plant and equipment | 14,345 | |||
Intangible assets | 41,460 | |||
Goodwill | 79,639 | |||
Other assets | 53 | |||
Debt assumed | (385) | |||
Accounts payable | (1,708) | |||
Accrued liabilities | (9,423) | |||
Deferred revenue | (1,766) | |||
Long-term deferred tax liabilities | (14,169) | |||
Other liabilities | (61) | |||
Total purchase price, net of cash acquired | $ 125,248 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - BioStorage Technologies, Inc. $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | |
Revenue | $ | $ 131,001 |
Net loss | $ | $ (71) |
Basic loss per share | $ / shares | $ 0 |
Diluted loss per share | $ / shares | $ 0 |
Basic (shares) | shares | 68,130 |
Diluted (shares) | shares | 68,130 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets Components of Goodwill by Business Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | |
Goodwill [Roll Forward] | ||
Gross goodwill, period start | $ 817,096 | |
Less: aggregate impairment charges recorded | (614,958) | $ (614,958) |
Goodwill, less accumulated impairments | 210,587 | 202,138 |
Acquisitions and adjustments | 8,449 | |
Gross goodwill, period end | 825,545 | |
Brooks Semiconductor Solutions Group | ||
Goodwill [Roll Forward] | ||
Gross goodwill, period start | 655,781 | |
Less: aggregate impairment charges recorded | (588,944) | (588,944) |
Goodwill, less accumulated impairments | 66,759 | 66,837 |
Acquisitions and adjustments | (78) | |
Gross goodwill, period end | 655,703 | |
Brooks Life Science Systems | ||
Goodwill [Roll Forward] | ||
Gross goodwill, period start | 135,301 | |
Less: aggregate impairment charges recorded | 0 | 0 |
Goodwill, less accumulated impairments | 143,828 | 135,301 |
Acquisitions and adjustments | 8,527 | |
Gross goodwill, period end | 143,828 | |
Other | ||
Goodwill [Roll Forward] | ||
Gross goodwill, period start | 26,014 | |
Less: aggregate impairment charges recorded | (26,014) | (26,014) |
Goodwill, less accumulated impairments | 0 | $ 0 |
Acquisitions and adjustments | 0 | |
Gross goodwill, period end | $ 26,014 |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets Components of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 196,974 | $ 191,698 |
Accumulated Amortization | 113,542 | 109,855 |
Net Book Value | 83,432 | 81,843 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 9,028 | 7,808 |
Accumulated Amortization | 7,523 | 7,486 |
Net Book Value | 1,505 | 322 |
Completed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 60,385 | 60,485 |
Accumulated Amortization | 51,927 | 51,018 |
Net Book Value | 8,458 | 9,467 |
Trademarks and Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 9,139 | 9,142 |
Accumulated Amortization | 4,392 | 4,204 |
Net Book Value | 4,747 | 4,938 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 118,422 | 114,263 |
Accumulated Amortization | 49,700 | 47,147 |
Net Book Value | $ 68,722 | $ 67,116 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||
Amortization expense for intangible assets | $ 4.1 | $ 3.5 |
Cool Lab, LLC | ||
Goodwill [Line Items] | ||
Goodwill acquired during period | 8.4 | |
Amortization expense for intangible assets | $ 0.1 |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 12,424 | |
2,018 | 15,300 | |
2,019 | 15,192 | |
2,020 | 13,909 | |
2,021 | 8,226 | |
Thereafter | 18,381 | |
Net Book Value | $ 83,432 | $ 81,843 |
Equity Method Investments BioCi
Equity Method Investments BioCision, LLC (Detail) - USD ($) $ in Thousands | Nov. 28, 2016 | Nov. 27, 2016 | Nov. 28, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | $ 25,295 | $ 27,273 | ||||
Equity in earnings of equity method investments adjustment | 1,942 | $ 159 | ||||
Non-cash consideration transferred | 10,348 | 0 | ||||
Gain on settlement of equity method investment | 1,847 | 0 | ||||
Loss on settlement of financial instruments | (231) | |||||
BioCision, LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Joint venture interest, percentage | 20.00% | |||||
Equity method investments | $ 1,200 | $ 1,200 | $ 1,700 | |||
Equity in earnings of equity method investments adjustment | (500) | $ 200 | (300) | |||
Warrants aggregate fair value (less than) | $ 100 | |||||
Recognized measurement gains | $ 300 | |||||
Convertible Debt Securities | BioCision, LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Investment maturity period | 5 years | |||||
Convertible debt securities | $ 5,800 | |||||
Permanent Term Loan, Tranche One | BioCision, LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Annual interest rate (percent) | 10.00% | |||||
Permanent Term Loan, Tranche One | Other Assets | BioCision, LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Carrying value of bridge loans | 1,500 | |||||
Loan receivable | $ 1,500 | |||||
Other Income | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Loss on settlement of financial instruments | $ 200 | |||||
Other Income | BioCision, LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Gain on settlement of equity method investment | $ 1,800 | |||||
Cool Lab, LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Carrying value of bridge loans | $ 1,600 | $ 1,600 | ||||
Net carrying value of assets transferred | $ 900 | |||||
Percentage of voting interests acquired (as a percent) | 100.00% | 100.00% | ||||
Total purchase price, net of cash acquired | $ 15,194 | |||||
Payments to acquire businesses | 4,800 | |||||
Liabilities incurred | 100 | |||||
Non-cash consideration transferred | $ 10,300 | |||||
Equity interest in acquiree, percentage (as a percent) | 20.00% | 20.00% | ||||
Equity method investments, fair value disclosure | $ 3,100 | |||||
Convertible debt securities and warrants | 5,600 | |||||
Term notes, fair value disclosure | 1,600 | |||||
Carrying value of warrant (less than) | 100 | $ 100 | ||||
Loan receivable | 1,600 | 1,600 | ||||
Cool Lab, LLC | Convertible Debt Securities | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Convertible debt securities | 5,600 | 5,600 | ||||
Significant Unobservable Inputs (Level 3) | Cool Lab, LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Stock warrant, fair value (less than $0.1 million) | 100 | 100 | ||||
Loans receivable, fair value disclosure | 1,600 | 1,600 | ||||
Convertible Debt Securities | Cool Lab, LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Carrying value of convertible debt securities | $ 5,800 | $ 5,800 |
Equity Method Investments ULVAC
Equity Method Investments ULVAC Cryogenics, Inc. (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 25,295 | $ 27,273 | |
Equity in earnings of equity method investments | $ 1,942 | $ 159 | |
ULVAC Cryogenics, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Joint venture interest, percentage | 50.00% | ||
Equity method investments | $ 25,300 | 25,600 | |
Equity in earnings of equity method investments | 2,400 | 400 | |
Management fee payments received | 300 | 200 | |
Charges incurred from related parties | $ 100 | ||
Accounts payable for unpaid products and services | $ 100 | $ 100 |
Line of Credit (Details)
Line of Credit (Details) - Wells Fargo Bank, N.A. - Line of Credit - Revolving Credit Facility - USD ($) | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Line of Credit Facility [Line Items] | |||
Debt instrument, term (in years) | 5 years | ||
Line of credit, maximum borrowing capacity | $ 75,000,000 | ||
Outstanding line of credit | 0 | $ 0 | |
Unused portion commitment fee, value (less than) | $ 100,000 | $ 0 |
Income Taxes Narrative (Detail)
Income Taxes Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | ||
Income tax provision (benefit) | $ (2,800) | $ 3,370 |
Reductions in unrecognized tax benefits from expiration | 700 | 700 |
Income tax benefit resulted from reinstatement of tax credit | $ 900 | |
Minimum | ||
Income Tax Contingency [Line Items] | ||
Anticipated unrecognized tax benefit reduction during next twelve months | $ 700 |
Other Balance Sheet Informati56
Other Balance Sheet Information - Summary of Account Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Accounts receivable | $ 116,740 | $ 108,713 |
Accounts receivable, net | 114,429 | 106,372 |
Allowance for Doubtful Accounts | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Less allowances | (2,209) | (2,241) |
Allowance for Sales Returns | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Less allowances | $ (102) | $ (100) |
Other Balance Sheet Informati57
Other Balance Sheet Information - Summary of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials and purchased parts | $ 59,775 | $ 60,979 |
Work-in-process | 13,899 | 16,090 |
Finished goods | 18,845 | 15,503 |
Inventory, net | $ 92,519 | $ 92,572 |
Other Balance Sheet Informati58
Other Balance Sheet Information - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2016USD ($)triggering_event | Sep. 30, 2016USD ($) | Sep. 30, 2012USD ($) | |
Debt Instrument [Line Items] | |||
Reserves for excess and obsolete inventory | $ 24.1 | $ 24.8 | |
Capitalized computer software costs | 0.3 | ||
Note receivable, face value | $ 0.2 | 0.2 | |
Initial value of notes receivable | $ 3 | ||
Note receivable, interest rate | 9.00% | ||
Impairment charge | 3.4 | ||
Number of triggering events | triggering_event | 0 | ||
Other Assets | |||
Debt Instrument [Line Items] | |||
Deferred finance costs, net | $ 0.7 | 0.7 | |
Property, Plant and Equipment | |||
Debt Instrument [Line Items] | |||
Capitalized computer software, gross | $ 4 | $ 3.7 |
Other Balance Sheet Informati59
Other Balance Sheet Information - Product Warranty and Retrofit Activity on Gross Basis (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Beginning Balance | $ 6,324 | $ 6,089 |
Accruals | 2,507 | 2,124 |
Costs Incurred | (2,614) | (2,446) |
Ending Balance | $ 6,217 | $ 5,767 |
Derivative Instruments - Realiz
Derivative Instruments - Realized Gains (Losses) on Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Realized (losses) gains on derivative instruments not designated as hedging instruments | $ (1,003) | $ 275 |
Derivative Instruments - Notion
Derivative Instruments - Notional Amounts Outstanding under Foreign Currency Contracts (Detail) - Not Designated as Hedging Instrument - Foreign Exchange Contract - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Derivative [Line Items] | ||
Fair Value of Assets | $ 34 | $ 5 |
Fair Value of Liabilities | (86) | (96) |
Buy Currency, British Pound; Sell Currency, Norwegian Krone | ||
Derivative [Line Items] | ||
Fair Value of Assets | 0 | |
Fair Value of Liabilities | 0 | |
Buy Currency, British Pound; Sell Currency, Norwegian Krone | Long | ||
Derivative [Line Items] | ||
Notional Amount | 115 | |
Buy Currency, British Pound; Sell Currency, Norwegian Krone | Short | ||
Derivative [Line Items] | ||
Notional Amount | 1,000 | |
Buy Currency, Japanese Yen; Sell Currency, U.S. Dollar | ||
Derivative [Line Items] | ||
Fair Value of Assets | 0 | |
Fair Value of Liabilities | (2) | |
Buy Currency, Japanese Yen; Sell Currency, U.S. Dollar | Long | ||
Derivative [Line Items] | ||
Notional Amount | 691 | |
Buy Currency, Japanese Yen; Sell Currency, U.S. Dollar | Short | ||
Derivative [Line Items] | ||
Notional Amount | 81,000 | |
Buy Currency, British Pound; Sell Currency, Swedish Krona | ||
Derivative [Line Items] | ||
Fair Value of Assets | 2 | 1 |
Fair Value of Liabilities | 0 | 0 |
Buy Currency, British Pound; Sell Currency, Swedish Krona | Long | ||
Derivative [Line Items] | ||
Notional Amount | 936 | 246 |
Buy Currency, British Pound; Sell Currency, Swedish Krona | Short | ||
Derivative [Line Items] | ||
Notional Amount | 8,600 | 2,100 |
Buy Currency, Korean Won; Sell Currency, U.S. Dollar | ||
Derivative [Line Items] | ||
Fair Value of Assets | 0 | 1 |
Fair Value of Liabilities | (9) | 0 |
Buy Currency, Korean Won; Sell Currency, U.S. Dollar | Long | ||
Derivative [Line Items] | ||
Notional Amount | 1,711 | 2,255 |
Buy Currency, Korean Won; Sell Currency, U.S. Dollar | Short | ||
Derivative [Line Items] | ||
Notional Amount | 2,062,000 | 2,488,000 |
Buy Currency, U.S. Dollar; Sell Currency, Taiwan Dollar | ||
Derivative [Line Items] | ||
Fair Value of Assets | 0 | |
Fair Value of Liabilities | 0 | |
Buy Currency, U.S. Dollar; Sell Currency, Taiwan Dollar | Long | ||
Derivative [Line Items] | ||
Notional Amount | 22 | |
Buy Currency, U.S. Dollar; Sell Currency, Taiwan Dollar | Short | ||
Derivative [Line Items] | ||
Notional Amount | 700 | |
Buy Currency, U.S. Dollar; Sell Currency, Chinese Yuan | ||
Derivative [Line Items] | ||
Fair Value of Assets | 0 | 0 |
Fair Value of Liabilities | (70) | (33) |
Buy Currency, U.S. Dollar; Sell Currency, Chinese Yuan | Long | ||
Derivative [Line Items] | ||
Notional Amount | 5,823 | 5,815 |
Buy Currency, U.S. Dollar; Sell Currency, Chinese Yuan | Short | ||
Derivative [Line Items] | ||
Notional Amount | 41,000 | 39,000 |
Buy Currency, Euro; Sell Currency, U.S. Dollar | ||
Derivative [Line Items] | ||
Fair Value of Assets | 32 | 0 |
Fair Value of Liabilities | 0 | (40) |
Buy Currency, Euro; Sell Currency, U.S. Dollar | Long | ||
Derivative [Line Items] | ||
Notional Amount | 12,386 | 14,976 |
Buy Currency, Euro; Sell Currency, U.S. Dollar | Short | ||
Derivative [Line Items] | ||
Notional Amount | 11,900 | 13,300 |
Buy Currency, U.S. Dollar; Sell Currency, British Pound | ||
Derivative [Line Items] | ||
Fair Value of Assets | 0 | 2 |
Fair Value of Liabilities | (2) | 0 |
Buy Currency, U.S. Dollar; Sell Currency, British Pound | Long | ||
Derivative [Line Items] | ||
Notional Amount | 2,338 | 6,107 |
Buy Currency, U.S. Dollar; Sell Currency, British Pound | Short | ||
Derivative [Line Items] | ||
Notional Amount | 1,910 | 4,710 |
Buy Currency, Singapore Dollar; Sell Currency, U.S. Dollar | ||
Derivative [Line Items] | ||
Fair Value of Assets | 0 | |
Fair Value of Liabilities | 0 | |
Buy Currency, Singapore Dollar; Sell Currency, U.S. Dollar | Long | ||
Derivative [Line Items] | ||
Notional Amount | 261 | |
Buy Currency, Singapore Dollar; Sell Currency, U.S. Dollar | Short | ||
Derivative [Line Items] | ||
Notional Amount | 380 | |
Buy Currency, U.S. Dollar; Sell Currency, Israeli Shekel | ||
Derivative [Line Items] | ||
Fair Value of Assets | 0 | 1 |
Fair Value of Liabilities | 0 | 0 |
Buy Currency, U.S. Dollar; Sell Currency, Israeli Shekel | Long | ||
Derivative [Line Items] | ||
Notional Amount | 350 | 311 |
Buy Currency, U.S. Dollar; Sell Currency, Israeli Shekel | Short | ||
Derivative [Line Items] | ||
Notional Amount | 1,350 | 1,169 |
Buy Currency, Euro; Sell Currency, British Pound | ||
Derivative [Line Items] | ||
Fair Value of Assets | 0 | 0 |
Fair Value of Liabilities | (3) | (23) |
Buy Currency, Euro; Sell Currency, British Pound | Long | ||
Derivative [Line Items] | ||
Notional Amount | 11,465 | 8,403 |
Buy Currency, Euro; Sell Currency, British Pound | Short | ||
Derivative [Line Items] | ||
Notional Amount | $ 9,359 | $ 6,500 |
Derivative Instruments - Stock
Derivative Instruments - Stock Warrant (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Stock warrant, fair value (less than $0.1 million) | $ 45 | |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Stock warrant, fair value (less than $0.1 million) | $ 0 | $ 45 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 2,498 | $ 4,714 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 2,365 | 4,577 |
Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 133 | $ 137 |
Stock-Based Compensation - Stat
Stock-Based Compensation - Status of Restricted Stock Activity and Changes (Detail) - $ / shares | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares | ||
Awards granted (shares) | 951,266 | 1,208,954 |
Restricted stock units | ||
Shares | ||
Outstanding at Beginning of period (shares) | 2,489,076 | |
Awards granted (shares) | 951,266 | |
Awards vested (shares) | (769,227) | |
Awards canceled (shares) | (43,758) | |
Outstanding at End of period (shares) | 2,627,357 | |
Weighted Average Grant-Date Fair Value | ||
Outstanding at beginning of period (USD per share) | $ 10.79 | |
Awards granted (USD per share) | 13.93 | $ 11.36 |
Awards vested (USD per share) | 10.26 | |
Awards canceled (USD per share) | 11.84 | |
Outstanding at end of period (USD per share) | $ 12.07 | |
Restricted Stock, Time Based Shares | ||
Shares | ||
Awards granted (shares) | 362,113 | 424,250 |
Board of Director Units | ||
Shares | ||
Awards granted (shares) | 815 | 954 |
Restricted Stock, Performance Based Shares | ||
Shares | ||
Awards granted (shares) | 588,338 | 783,750 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted | 951,266 | 1,208,954 |
Proceeds from employees to satisfy tax obligation | $ 3.7 | $ 0.1 |
Shares purchased under plan (in shares) | 0 | 0 |
Board of Director Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted | 815 | 954 |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 3 years | |
Restricted Stock, Performance Based Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted | 588,338 | 783,750 |
Performance-based awards granted, percent | 100.00% | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stocks granted | 951,266 | |
Awards granted (USD per share) | $ 13.93 | $ 11.36 |
Fair value of restricted stock awards vested | $ 11.3 | $ 13.4 |
Withholding taxes paid | 3.8 | $ 4.3 |
Unrecognized compensation cost | $ 25.2 | |
Unrecognized compensation cost, estimated weighted average amortization period | 2 years 1 month | |
Maximum | Restricted Stock, Performance Based Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance-based awards granted, percent | 200.00% | |
Minimum | Restricted Stock, Performance Based Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance-based awards granted, percent | 0.00% | |
Share-based Compensation Award, Tranche One | Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 33.33% | |
Share-based Compensation Award, Tranche Two | Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 33.33% | |
Share-based Compensation Award, Tranche Two | Restricted Stock, Performance Based Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Measurement period | 3 years | |
Share-based Compensation Award, Tranche Three | Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 33.33% | |
Restricted Stock Units (RSUs) | Director | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Quarterly dividends (in shares) | 815 | 954 |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Purchase price of common stock (percent) | 85.00% | |
Company | Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Withholding taxes paid | $ 0.1 | $ 4.2 |
Earnings per Share Reconciliati
Earnings per Share Reconciliation of Weighted Average Common Shares Outstanding for Purposes of Calculating Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net income (loss) | $ 13,871 | $ (4,648) |
Weighted average common shares outstanding used in computing basic earnings (losses) per share | 69,181 | 68,130 |
Dilutive restricted stock units | 689 | 0 |
Weighted average common shares outstanding used in computing diluted earnings (losses) per share | 69,870 | 68,130 |
Basic net income (loss) per share (USD per share) | $ 0.20 | $ (0.07) |
Diluted net income (loss) per share (USD per share) | $ 0.20 | $ (0.07) |
Earnings per Share Narrative (D
Earnings per Share Narrative (Detail) - shares | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted earnings per share | 0 | 1,113,000 |
Restructuring and Other Charg68
Restructuring and Other Charges Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 975 | $ 1,475 | ||
Restructuring reserve | 3,227 | 1,654 | $ 5,939 | $ 2,073 |
Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,610 | |||
Restructuring reserve | 1,654 | 1,640 | ||
Facilities and other contract termination costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | (135) | |||
Restructuring reserve | 0 | $ 433 | ||
Brooks Semiconductor Solutions Group | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 3,100 | |||
Restructuring reserve | 200 | |||
Brooks Semiconductor Solutions Group | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 700 | |||
Brooks Life Science Systems | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 3,200 | 900 | ||
Restructuring reserve | 100 | |||
Actions Initiated in Prior Periods | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 700 | |||
Actions Initiated in Prior Periods | Brooks Semiconductor Solutions Group | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 200 | 700 | ||
Actions Initiated in Prior Periods | Brooks Semiconductor Solutions Group | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,800 | |||
Restructuring reserve | 1,700 | |||
Company-wide Action | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 6,500 | 1,640 | ||
Restructuring reserve | 1,300 | |||
Costs Incurred in Prior Periods | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 5,800 | |||
Costs Incurred in Prior Periods | Brooks Semiconductor Solutions Group | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 3,000 | |||
Costs Incurred in Prior Periods | Brooks Life Science Systems | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 3,100 | |||
Actions Initiated in Current Period | Brooks Semiconductor Solutions Group | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | |||
Actions Initiated in Current Period | Brooks Life Science Systems | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 100 | $ 900 | ||
Actions Initiated in Current Period | Brooks Life Science Systems | Workforce-related termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 100 |
Restructuring and Other Charg69
Restructuring and Other Charges Activity Related to Restructuring Accruals (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | $ 5,939 | $ 2,073 |
Expenses | 975 | 1,475 |
Payments | (3,687) | (1,894) |
Ending Balance | $ 3,227 | 1,654 |
Facilities and other contract termination costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 433 | |
Expenses | (135) | |
Payments | (298) | |
Ending Balance | 0 | |
Workforce-related termination benefits | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 1,640 | |
Expenses | 1,610 | |
Payments | (1,596) | |
Ending Balance | $ 1,654 |
Employee Benefit Plans Narrativ
Employee Benefit Plans Narrative (Detail) | 3 Months Ended |
Dec. 31, 2016Plan | |
Compensation and Retirement Disclosure [Abstract] | |
Defined benefit pension plan, number of plans | 2 |
Employee Benefit Plans Componen
Employee Benefit Plans Components of Net Pension Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Service cost | $ 67 | $ 136 |
Interest cost | 7 | 18 |
Amortization of losses | 2 | 4 |
Expected return on assets | (33) | (40) |
Net periodic pension cost | $ 43 | $ 118 |
Segment Information - Narrative
Segment Information - Narrative (Detail) - segment | 3 Months Ended | 6 Months Ended |
Dec. 31, 2016 | Mar. 31, 2016 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 2 | 3 |
Number of reportable segments | 2 | 3 |
Segment Information - Financial
Segment Information - Financial Information for Business Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Revenue | |||
Products | $ 122,114 | $ 89,180 | |
Services | 37,841 | 30,775 | |
Total revenue | 159,955 | 119,955 | |
Gross profit | 56,943 | 40,554 | |
Segment operating income (loss) | 13,161 | (8,320) | |
Total assets | 692,307 | $ 685,905 | |
Brooks Semiconductor Solutions Group | |||
Revenue | |||
Products | 109,395 | 79,179 | |
Services | 17,221 | 19,897 | |
Total revenue | 126,616 | 99,076 | |
Gross profit | 45,468 | 34,659 | |
Segment operating income (loss) | 17,371 | 2,940 | |
Depreciation expense | 1,275 | 886 | |
Total assets | 310,894 | 317,717 | |
Brooks Life Science Systems | |||
Revenue | |||
Products | 12,719 | 10,001 | |
Services | 20,620 | 10,878 | |
Total revenue | 33,339 | 20,879 | |
Gross profit | 11,475 | 5,895 | |
Segment operating income (loss) | 112 | (4,602) | |
Depreciation expense | 1,090 | 488 | |
Total assets | 265,431 | 247,735 | |
Operating Segments | |||
Revenue | |||
Products | 122,114 | 89,180 | |
Services | 37,841 | 30,775 | |
Total revenue | 159,955 | 119,955 | |
Gross profit | 56,943 | 40,554 | |
Segment operating income (loss) | 17,483 | (1,662) | |
Depreciation expense | 2,365 | $ 1,374 | |
Total assets | $ 576,325 | $ 565,452 |
Segment Information - Reconcili
Segment Information - Reconciliation of Reportable Segment Operating Income (Loss) to Corresponding Consolidated Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Restructuring and other charges | $ 975 | $ 1,475 |
Total operating income (loss) | 13,161 | (8,320) |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total operating income (loss) | 17,483 | (1,662) |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Amortization of acquired intangible assets | 3,064 | 2,211 |
Restructuring and other charges | 975 | 1,475 |
Other unallocated corporate expenses | $ 283 | $ 2,972 |
Segment Information - Reconci75
Segment Information - Reconciliation of Reportable Segment Assets to Corresponding Consolidated Amounts (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Segment Reporting Information [Line Items] | ||
Assets | $ 692,307 | $ 685,905 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 576,325 | 565,452 |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Cash, cash equivalents and marketable securities | 89,028 | 91,221 |
Deferred tax assets | 1,683 | 1,982 |
Equity method investments | $ 25,271 | $ 27,250 |
Significant Customers Narrative
Significant Customers Narrative (Detail) | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of revenues from one customer | 11.00% | 10.00% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Assets: | ||
Available-for-sale securities | $ 6,083 | $ 6,135 |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Cash equivalents | 185 | 143 |
Available-for-sale securities | 6,083 | 6,135 |
Foreign exchange contracts | 34 | 5 |
Convertible debt securities | 5,774 | |
Stock warrant | 45 | |
Total Assets | 6,302 | 12,102 |
Liabilities | ||
Contingent consideration | 500 | |
Foreign exchange contracts | 86 | 97 |
Total Liabilities | 86 | 597 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Cash equivalents | 140 | 98 |
Available-for-sale securities | 0 | 0 |
Foreign exchange contracts | 0 | 0 |
Stock warrant | 0 | |
Total Assets | 140 | 98 |
Liabilities | ||
Contingent consideration | 0 | |
Foreign exchange contracts | 0 | 0 |
Total Liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Cash equivalents | 45 | 45 |
Available-for-sale securities | 6,083 | 6,135 |
Foreign exchange contracts | 34 | 5 |
Stock warrant | 0 | |
Total Assets | 6,162 | 6,185 |
Liabilities | ||
Contingent consideration | 0 | |
Foreign exchange contracts | 86 | 97 |
Total Liabilities | 86 | 97 |
Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Available-for-sale securities | 0 | 0 |
Foreign exchange contracts | 0 | 0 |
Convertible debt securities | 5,774 | |
Stock warrant | 0 | 45 |
Total Assets | 0 | 5,819 |
Liabilities | ||
Contingent consideration | 500 | |
Foreign exchange contracts | 0 | 0 |
Total Liabilities | $ 0 | 500 |
Convertible Debt Securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Convertible debt securities | 0 | |
Convertible Debt Securities | Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Convertible debt securities | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 28, 2016 | Dec. 31, 2016 | Sep. 30, 2016 |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Loss on settlement of financial instruments | $ 231 | ||
Available-for-sale securities | 6,083 | $ 6,135 | |
Note receivable, face value | 200 | 200 | |
Equity method investments | 25,295 | 27,273 | |
Fair Value, Measurements, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Cash equivalents | 185 | 143 | |
Available-for-sale securities | 6,083 | 6,135 | |
Foreign exchange contracts | 34 | 5 | |
Foreign exchange contracts | 86 | 97 | |
Stock warrant, fair value (less than $0.1 million) | 45 | ||
Contingent consideration | 500 | ||
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Cash equivalents | 140 | 98 | |
Available-for-sale securities | 0 | 0 | |
Foreign exchange contracts | 0 | 0 | |
Foreign exchange contracts | 0 | 0 | |
Stock warrant, fair value (less than $0.1 million) | 0 | ||
Contingent consideration | 0 | ||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Cash equivalents | 45 | 45 | |
Available-for-sale securities | 6,083 | 6,135 | |
Foreign exchange contracts | 34 | 5 | |
Foreign exchange contracts | 86 | 97 | |
Stock warrant, fair value (less than $0.1 million) | 0 | ||
Contingent consideration | 0 | ||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Available-for-sale securities | 0 | 0 | |
Foreign exchange contracts | 0 | 0 | |
Foreign exchange contracts | 0 | 0 | |
Stock warrant, fair value (less than $0.1 million) | 0 | 45 | |
Contingent consideration | 500 | ||
BioCision, LLC | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Equity method investments | $ 1,200 | 1,700 | |
Equity method investments, fair value disclosure | $ 3,100 | ||
BioCision, LLC | Significant Unobservable Inputs (Level 3) | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Risk free interest rate (as a percent) | 0.96% | ||
Expected payoff period (in years) | 1 year 6 months | ||
Expected volatility rate (as a percent) | 80.00% | ||
Equity value | $ 6,500 | ||
Other Assets | Permanent Term Loan, Tranche One | BioCision, LLC | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Carrying value of loan receivable | 1,500 | ||
Carrying value of bridge loans plus principal and accrued interest | 1,500 | ||
Convertible Debt Securities | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Fair value of convertible debt securities | 0 | 5,774 | |
Settlements | 5,580 | $ 5,580 | |
Share price (in dollars per share) | $ 1.76 | ||
Change in fair value | (194) | $ (194) | |
Convertible Debt Securities | Significant Unobservable Inputs (Level 3) | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Fair value of convertible debt securities | 5,800 | ||
Discount rate (as a percent) | 23.00% | ||
Risk-adjusted discount rate (as a percent) | 23.00% | ||
Expected volatility rate (as a percent) | 55.00% | ||
Stock Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Fair value of convertible debt securities | $ 0 | 45 | |
Settlements | 8 | ||
Change in fair value | (37) | ||
Money Market Funds | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Cash equivalents | 100 | ||
Certificates of Deposit | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Cash equivalents | $ 100 | $ 100 | |
Minimum | Convertible Debt Securities | Significant Unobservable Inputs (Level 3) | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Payout period (in years) | 1 year 6 months | ||
Risk free interest rate (as a percent) | 0.96% | ||
Expected payoff period (in years) | 1 year 6 months | ||
Maximum | Convertible Debt Securities | Significant Unobservable Inputs (Level 3) | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Payout period (in years) | 3 years 2 months 12 days | ||
Risk free interest rate (as a percent) | 1.39% | ||
Expected payoff period (in years) | 3 years 22 days | ||
Contact Co., Ltd | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Payment of contingent consideration | $ 500 | ||
Cool Lab, LLC | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Carrying value of loan receivable | 1,600 | ||
Carrying value of bridge loans plus principal and accrued interest | 1,600 | ||
Cool Lab, LLC | Significant Unobservable Inputs (Level 3) | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Stock warrant, fair value (less than $0.1 million) | 100 | ||
Loans receivable, fair value disclosure | 1,600 | ||
Cool Lab, LLC | Convertible Debt Securities | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Carrying value of convertible debt securities | $ 5,800 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Assets and Liabilities Measured Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands | Nov. 28, 2016 | Dec. 31, 2016 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Total, period start | $ 6,319 | |
Change in fair value | (231) | |
Settlements | (6,088) | |
Total, period end | 0 | |
Convertible Debt Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at September 30, 2016 | 5,774 | |
Change in fair value | $ (194) | (194) |
Settlements | $ (5,580) | (5,580) |
Balance at December 31, 2016 | 0 | |
Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at September 30, 2016 | 45 | |
Change in fair value | (37) | |
Settlements | (8) | |
Balance at December 31, 2016 | 0 | |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at September 30, 2016 | 500 | |
Change in fair value | 0 | |
Settlements | (500) | |
Balance at December 31, 2016 | $ 0 |
Commitments and Contingencies N
Commitments and Contingencies Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding letters of credit | $ 4.6 | $ 2 |
Employee stock purchase plan | ||
Loss Contingency [Abstract] | ||
Common stock issued under the ESPP, subject to rescission rights (in shares) | 90,358 | |
Common Stock Price 1 | Employee stock purchase plan | ||
Loss Contingency [Abstract] | ||
Common stock issued under the ESPP, subject to rescission rights (in shares) | 43,968 | |
Share price (in dollars per share) | $ 8 | |
Common Stock Price 2 | Employee stock purchase plan | ||
Loss Contingency [Abstract] | ||
Common stock issued under the ESPP, subject to rescission rights (in shares) | 46,390 | |
Share price (in dollars per share) | $ 8.02 | |
Employee Stock Purchase Plan, Rescission Rights | Employee stock purchase plan | ||
Loss Contingency [Abstract] | ||
Estimate of aggregate payments | $ 0.8 |
Subsequent Events (Detail)
Subsequent Events (Detail) - $ / shares | Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||
Cash dividend declared (USD per share) | $ 0.10 | $ 0.10 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Cash dividend declared (USD per share) | $ 0.1 | ||
Cash dividend declared, payment date | Mar. 24, 2017 | ||
Cash dividend declared, record date | Mar. 3, 2017 |