PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
BROOKS AUTOMATION, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(In thousands, except share and per share data)
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | March 31, | September 30, |
| ​ | ​ | 2020 | ​ | 2019 |
| Assets | ​ | ​ |
| Current assets | ​ | ​ |
| Cash and cash equivalents | ​ | $ | 242,274 | ​ | $ | 301,642 |
| Marketable securities | ​ | 162 | ​ | 34,124 |
| Accounts receivable, net | ​ | 179,014 | ​ | 165,602 |
| Inventories | ​ | 107,699 | ​ | 99,445 |
| Prepaid expenses and other current assets | ​ | 43,379 | ​ | 46,332 |
| Total current assets | ​ | 572,528 | ​ | 647,145 |
| Property, plant and equipment, net | ​ | 108,744 | ​ | 100,669 |
| Long-term marketable securities | ​ | 2,555 | ​ | 2,845 |
| Long-term deferred tax assets | ​ | 5,080 | ​ | 5,064 |
| Goodwill | ​ | 498,502 | ​ | 488,602 |
| Intangible assets, net | ​ | 236,095 | ​ | 251,168 |
| Other assets | ​ | 55,827 | ​ | 20,506 |
| Total assets | ​ | $ | 1,479,331 | ​ | $ | 1,515,999 |
| Liabilities and Stockholders' Equity | ​ | ​ | ​ |
| Current liabilities | ​ | ​ | ​ |
| Current portion of long-term debt | ​ | $ | 828 | ​ | $ | 829 |
| Accounts payable | ​ | ​ | 63,958 | ​ | ​ | 58,919 |
| Deferred revenue | ​ | 29,090 | ​ | 29,435 |
| Accrued warranty and retrofit costs | ​ | 7,910 | ​ | 7,175 |
| Accrued compensation and benefits | ​ | 31,220 | ​ | 31,375 |
| Accrued restructuring costs | ​ | 935 | ​ | 1,040 |
| Accrued income taxes payable | ​ | 9,134 | ​ | 99,263 |
| Accrued expenses and other current liabilities | ​ | 53,960 | ​ | 44,234 |
| Total current liabilities | ​ | 197,035 | ​ | 272,270 |
| Long-term debt | ​ | ​ | 49,951 | ​ | ​ | 50,315 |
| Long-term tax reserves | ​ | 18,841 | ​ | 18,274 |
| Long-term deferred tax liabilities | ​ | 12,190 | ​ | 20,636 |
| Long-term pension liabilities | ​ | 5,594 | ​ | 5,338 |
| Long-term operating lease liabilities | ​ | ​ | 27,233 | ​ | ​ | — |
| Other long-term liabilities | ​ | 7,354 | ​ | 10,212 |
| Total liabilities | ​ | 318,198 | ​ | 377,045 |
| Commitments and contingencies (Note 17) | ​ | ​ |
| Stockholders' Equity | ​ | ​ |
| Preferred stock, $ 0.01 par value - 1,000,000 shares authorized, no shares issued or outstanding | ​ | — | ​ | — |
| Common stock, $ 0.01 par value - 125,000,000 shares authorized, 87,214,622 shares issued and 73,752,753 shares outstanding at March 31, 2020, 85,759,700 shares issued and 72,297,831 shares outstanding at September 30, 2019 | ​ | 872 | ​ | 857 |
| Additional paid-in capital | ​ | 1,932,893 | ​ | 1,921,954 |
| Accumulated other comprehensive income | ​ | 7,299 | ​ | 3,511 |
| Treasury stock, at cost- 13,461,869 shares | ​ | ( 200,956 ) | ​ | ( 200,956 ) |
| Accumulated deficit | ​ | ( 578,975 ) | ​ | ( 586,412 ) |
| Total stockholders' equity | ​ | ​ | 1,161,133 | ​ | ​ | 1,138,954 |
| Total liabilities and stockholders' equity | ​ | $ | 1,479,331 | ​ | $ | 1,515,999 |

​
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three Months Ended | ​ | Six Months Ended | ​ |
| ​ | ​ | March 31, | ​ | March 31, | ​ |
| ​ | 2020 | 2019 | 2020 | 2019 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Revenue | ​ | ​ | ​ | ​ |
| Products | ​ | $ | 139,144 | ​ | $ | 128,056 | ​ | $ | 271,006 | ​ | $ | 253,430 | ​ |
| Services | ​ | 81,083 | ​ | 70,334 | ​ | 159,721 | ​ | 124,327 | ​ |
| Total revenue | ​ | 220,227 | ​ | 198,390 | ​ | 430,727 | ​ | 377,757 | ​ |
| Cost of revenue | ​ | ​ | ​ | ​ | ​ |
| Products | ​ | 83,970 | ​ | 77,803 | ​ | 163,941 | ​ | 152,376 | ​ |
| Services | ​ | 45,976 | ​ | 40,071 | ​ | 91,519 | ​ | 72,785 | ​ |
| Total cost of revenue | ​ | 129,946 | ​ | 117,874 | ​ | 255,460 | ​ | 225,161 | ​ |
| Gross profit | ​ | 90,281 | ​ | 80,516 | ​ | 175,267 | ​ | 152,596 | ​ |
| Operating expenses | ​ | ​ | ​ | ​ | ​ |
| Research and development | ​ | 15,322 | ​ | 14,101 | ​ | 29,723 | ​ | 27,249 | ​ |
| Selling, general and administrative | ​ | 59,809 | ​ | 52,373 | ​ | 119,152 | ​ | 105,914 | ​ |
| Restructuring charges | ​ | 578 | ​ | 370 | ​ | 1,154 | ​ | 429 | ​ |
| Total operating expenses | ​ | 75,709 | ​ | 66,844 | ​ | 150,029 | ​ | 133,592 | ​ |
| Operating income | ​ | 14,572 | ​ | 13,672 | ​ | 25,238 | ​ | 19,004 | ​ |
| Interest income | ​ | 137 | ​ | 316 | ​ | 836 | ​ | 739 | ​ |
| Interest expense | ​ | ( 718 ) | ​ | ( 8,018 ) | ​ | ( 1,455 ) | ​ | ( 13,308 ) | ​ |
| Loss on extinguishment of debt | ​ | — | ​ | ( 9,051 ) | ​ | — | ​ | ( 9,051 ) | ​ |
| Other expenses, net | ​ | ( 1,399 ) | ​ | ( 778 ) | ​ | ( 1,816 ) | ​ | ( 807 ) | ​ |
| Income (loss) before income taxes | ​ | 12,592 | ​ | ( 3,859 ) | ​ | 22,803 | ​ | ( 3,423 ) | ​ |
| Income tax provision (benefit) | ​ | 3,400 | ​ | ( 1,030 ) | ​ | 437 | ​ | ( 6,860 ) | ​ |
| Income (loss) from continuing operations | ​ | 9,192 | ​ | ( 2,829 ) | ​ | 22,366 | ​ | 3,437 | ​ |
| (Loss) income from discontinued operations, net of tax | ​ | ( 65 ) | ​ | 6,250 | ​ | ( 182 ) | ​ | 14,399 | ​ |
| Net income | ​ | $ | 9,127 | ​ | $ | 3,421 | ​ | $ | 22,184 | ​ | $ | 17,836 | ​ |
| Basic net income per share: | ​ | ​ | ​ | ​ | ​ | ​ |
| Income (loss) from continuing operations | ​ | $ | 0.12 | ​ | $ | ( 0.04 ) | ​ | $ | 0.30 | ​ | $ | 0.05 | ​ |
| (Loss) income from discontinued operations, net of tax | ​ | ( 0.00 ) | ​ | 0.09 | ​ | ( 0.00 ) | ​ | 0.20 | ​ |
| Basic net income per share | ​ | $ | 0.12 | ​ | $ | 0.05 | ​ | $ | 0.30 | ​ | $ | 0.25 | ​ |
| Diluted net income per share: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Income (loss) from continuing operations | ​ | $ | 0.12 | ​ | $ | ( 0.04 ) | ​ | $ | 0.30 | ​ | $ | 0.05 | ​ |
| (Loss) income from discontinued operations, net of tax | ​ | ( 0.00 ) | ​ | 0.09 | ​ | ( 0.00 ) | ​ | ​ | 0.20 | ​ |
| Diluted net income per share | ​ | $ | 0.12 | ​ | $ | 0.05 | ​ | $ | 0.30 | ​ | $ | 0.25 | ​ |
| Weighted average shares used in computing net income per share: | ​ | ​ | ​ | ​ | ​ |
| Basic | ​ | 73,708 | ​ | 72,077 | ​ | 73,331 | ​ | 71,760 | ​ |
| Diluted | ​ | 73,789 | ​ | 72,292 | ​ | 73,752 | ​ | 72,215 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three Months Ended | ​ | Six Months Ended | ​ |
| ​ | ​ | March 31, | ​ | March 31, | ​ |
| ​ | 2020 | 2019 | 2020 | 2019 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Net income | ​ | $ | 9,127 | ​ | $ | 3,421 | ​ | $ | 22,184 | ​ | $ | 17,836 | ​ |
| Other comprehensive (loss) income, net of tax: | ​ | ​ | ​ | ​ | ​ | ​ |
| Foreign currency translation adjustments | ​ | ( 5,852 ) | ​ | ( 3,513 ) | ​ | 3,793 | ​ | ( 1,836 ) | ​ |
| Unrealized (losses) gains on marketable securities, net of tax effects of $ 0 during each of the three and six months ended March 31, 2020, and $ 0 during each of the three and six months ended March 31, 2019 | ​ | ( 3 ) | ​ | 232 | ​ | 7 | ​ | 111 | ​ |
| Actuarial losses, net of tax effects of $ 1 and $ 2 during the three and six months ended March 31, 2020, $ 0 and $ 3 during the three and six months ended March 31, 2019 | ​ | — | ​ | ( 1 ) | ​ | ( 12 ) | ​ | ( 10 ) | ​ |
| Total other comprehensive (loss) income, net of tax | ​ | ( 5,855 ) | ​ | ( 3,282 ) | ​ | 3,788 | ​ | ( 1,735 ) | ​ |
| Comprehensive income | ​ | $ | 3,272 | ​ | $ | 139 | ​ | $ | 25,972 | ​ | $ | 16,101 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Six Months Ended | ​ |
| ​ | ​ | March 31, | ​ | ​ |
| ​ | 2020 | 2019 |
| Cash flows from operating activities | ​ | ​ | ​ | ​ |
| Net income | ​ | $ | 22,184 | ​ | $ | 17,836 | ​ | ​ |
| Adjustments to reconcile net income to net cash provided by operating activities: | ​ | ​ | ​ | ​ | ​ | ​ |
| Depreciation and amortization | ​ | ​ | 33,079 | ​ | ​ | 26,339 | ​ | ​ |
| Stock-based compensation | ​ | 8,624 | ​ | 9,717 | ​ | ​ |
| Amortization of premium on marketable securities and deferred financing costs | ​ | 94 | ​ | 556 | ​ | ​ |
| Earnings of equity method investments | ​ | — | ​ | ( 3,041 ) | ​ | ​ |
| Deferred income taxes | ​ | ( 9,477 ) | ​ | ( 12,472 ) | ​ | ​ |
| Loss on extinguishment of debt | ​ | — | ​ | 9,051 | ​ | ​ |
| Other losses on disposals of assets | ​ | 125 | ​ | 34 | ​ | ​ |
| Loss on sale of divestiture, net of tax | ​ | ​ | 319 | ​ | ​ | — | ​ | ​ |
| Taxes paid stemming from divestiture | ​ | ​ | ( 91,500 ) | ​ | ​ | — | ​ | ​ |
| Changes in operating assets and liabilities, net of acquisitions and divestiture: | ​ | ​ | ​ | ​ | ​ |
| Accounts receivable | ​ | ( 12,670 ) | ​ | ( 9,654 ) | ​ | ​ |
| Inventories | ​ | ( 9,094 ) | ​ | ( 9,992 ) | ​ | ​ |
| Prepaid expenses and other assets | ​ | 5,374 | ​ | 1,938 | ​ | ​ |
| Accounts payable | ​ | 5,807 | ​ | ( 6,088 ) | ​ | ​ |
| Deferred revenue | ​ | ( 1,478 ) | ​ | 5,410 | ​ | ​ |
| Accrued warranty and retrofit costs | ​ | 735 | ​ | 740 | ​ | ​ |
| Accrued compensation and tax withholdings | ​ | ( 522 ) | ​ | ( 11,123 ) | ​ | ​ |
| Accrued restructuring costs | ​ | ( 112 ) | ​ | ( 57 ) | ​ | ​ |
| Proceeds from recovery on insurance claim | ​ | ​ | — | ​ | ​ | 886 | ​ | ​ |
| Accrued expenses and other liabilities | ​ | 8,455 | ​ | 2,149 | ​ | ​ |
| Net cash (used in) provided by operating activities | ​ | ( 40,057 ) | ​ | 22,229 | ​ | ​ |
| Cash flows from investing activities | ​ | ​ | ​ | ​ | ​ |
| Purchases of property, plant and equipment | ​ | ( 21,170 ) | ​ | ( 9,676 ) | ​ | ​ |
| Purchases of marketable securities | ​ | ( 10,843 ) | ​ | ( 1,290 ) | ​ | ​ |
| Sales of marketable securities | ​ | 2,492 | ​ | 48,904 | ​ | ​ |
| Maturities of marketable securities | ​ | ​ | 42,226 | ​ | ​ | 2,557 | ​ | ​ |
| Acquisitions, net of cash acquired | ​ | ( 15,743 ) | ​ | ( 442,704 ) | ​ | ​ |
| Issuance of a note receivable | ​ | ( 1,000 ) | ​ | — | ​ | ​ |
| Net cash used in investing activities | ​ | ( 4,038 ) | ​ | ( 402,209 ) | ​ | ​ |
| Cash flows from financing activities | ​ | ​ | ​ | ​ |
| Proceeds from term loans, net of discount | ​ | — | ​ | 686,386 | ​ | ​ |
| Proceeds from issuance of common stock | ​ | 2,330 | ​ | 1,548 | ​ | ​ |
| Payments of financing costs | ​ | — | ​ | ( 687 ) | ​ | ​ |
| Principal payments on debt | ​ | ( 414 ) | ​ | ( 352,289 ) | ​ | ​ |
| Payments of capital leases | ​ | ​ | ( 639 ) | ​ | ​ | ( 487 ) | ​ | ​ |
| Common stock dividends paid | ​ | ( 14,747 ) | ​ | ( 14,429 ) | ​ | ​ |
| Net cash (used in) provided by financing activities | ​ | ( 13,470 ) | ​ | 320,042 | ​ | ​ |
| Effects of exchange rate changes on cash and cash equivalents | ​ | ( 1,803 ) | ​ | ( 553 ) | ​ | ​ |
| Net decrease in cash, cash equivalents and restricted cash | ​ | ( 59,368 ) | ​ | ( 60,491 ) | ​ | ​ |
| Cash, cash equivalents and restricted cash, beginning of period | 305,171 | 197,708 |
| Cash, cash equivalents and restricted cash, end of period | ​ | $ | 245,803 | $ | 137,217 | ​ |
| Supplemental disclosure of non-cash investing and financing activities: | ​ | ​ | ​ | ​ | ​ |
| Purchases of property, plant and equipment included in accounts payable | ​ | $ | 1,305 | ​ | $ | 1,670 | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Cash and cash equivalents | ​ | $ | 242,274 | ​ | $ | 137,168 | ​ | ​ |
| Restricted cash included in prepaid expenses and other current assets | ​ | ​ | 3,529 | ​ | ​ | 49 | ​ | ​ |
| Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | ​ | $ | 245,803 | ​ | $ | 137,217 | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | Common | ​ | ​ | ​ | ​ | Accumulated | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Common | ​ | Stock at | ​ | Additional | ​ | Other | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Stock | ​ | Par | ​ | Paid-In | ​ | Comprehensive | ​ | Accumulated | ​ | Treasury | ​ | Total |
| ​ | ​ | Shares | ​ | Value | ​ | Capital | ​ | Income | ​ | Deficit | ​ | Stock | ​ | Equity |
| ​ | (In thousands, except share data) |
| Balance September 30, 2018 | 84,164,130 | ​ | $ | 841 | ​ | $ | 1,898,434 | ​ | $ | 13,587 | ​ | $ | ( 994,074 ) | ​ | $ | ( 200,956 ) | ​ | $ | 717,832 |
| Shares issued under restricted stock and purchase plans, net | 1,429,052 | ​ | 15 | ​ | 1,533 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,548 |
| Stock-based compensation | ​ | ​ | ​ | ​ | ​ | ​ | 9,717 | ​ | ​ | ​ | ​ | 9,717 |
| Common stock dividends declared, at $ 0.20 per share | ​ | ​ | ​ | ​ | ​ | ( 14,428 ) | ​ | ​ | ( 14,428 ) |
| Foreign currency translation adjustments | ​ | ​ | ​ | ( 1,836 ) | ​ | ​ | ​ | ( 1,836 ) |
| Changes in unrealized gains on marketable securities, net of tax effects of $ 0 | ​ | ​ | ​ | 111 | ​ | ​ | ​ | 111 |
| Actuarial losses, net of tax effects of $ 3 | ​ | ​ | ​ | ( 10 ) | ​ | ​ | ​ | ( 10 ) |
| Net income | ​ | ​ | ​ | — | ​ | 17,836 | ​ | ​ | 17,836 |
| Cumulative effect of adoption of ASC 606 | ​ | ​ | ​ | ​ | ​ | ​ | ( 859 ) | ​ | ​ | ​ | ( 859 ) |
| Balance March 31, 2019 | 85,593,182 | ​ | $ | 856 | ​ | $ | 1,909,684 | ​ | $ | 11,852 | ​ | $ | ( 991,525 ) | ​ | $ | ( 200,956 ) | ​ | $ | 729,911 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Balance September 30, 2019 | ​ | 85,759,700 | ​ | $ | 857 | ​ | $ | 1,921,954 | ​ | $ | 3,511 | ​ | $ | ( 586,412 ) | ​ | $ | ( 200,956 ) | ​ | $ | 1,138,954 |
| Shares issued under restricted stock and purchase plans, net | 1,454,922 | ​ | 15 | ​ | 2,315 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,330 |
| Stock-based compensation | ​ | ​ | ​ | ​ | ​ | ​ | 8,624 | ​ | ​ | ​ | ​ | 8,624 |
| Common stock dividends declared, at $ 0.20 per share | ​ | ​ | ​ | ​ | ​ | ( 14,747 ) | ​ | ​ | ( 14,747 ) |
| Foreign currency translation adjustments | ​ | ​ | ​ | 3,793 | ​ | ​ | ​ | 3,793 |
| Changes in unrealized losses on marketable securities, net of tax effects of $ 0 | ​ | ​ | ​ | 7 | ​ | ​ | ​ | 7 |
| Actuarial losses, net of tax effects of $ 2 | ​ | ​ | ​ | ( 12 ) | ​ | ​ | ​ | ( 12 ) |
| Net income | ​ | ​ | ​ | ​ | ​ | 22,184 | ​ | ​ | 22,184 |
| Balance March 31, 2020 | 87,214,622 | ​ | $ | 872 | ​ | $ | 1,932,893 | ​ | $ | 7,299 | ​ | $ | ( 578,975 ) | ​ | $ | ( 200,956 ) | ​ | $ | 1,161,133 |

BROOKS AUTOMATION, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)​ ​1. Basis of Presentation The unaudited consolidated financial statements of Brooks Automation, Inc. and its subsidiaries (“Brooks”, or the “Company”) included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all material adjustments, which are of a normal and recurring nature and necessary for a fair statement of the financial position and results of operations and cash flows for the periods presented, have been reflected in the accompanying unaudited consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year.Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted and, accordingly, the accompanying financial information should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) for the fiscal year ended September 30, 2019 (the "2019 Annual Report on Form 10-K"). The accompanying Consolidated Balance Sheet as of September 30, 2019 was derived from the audited annual consolidated financial statements as of the period then ended.Discontinued OperationsIn the fourth quarter of fiscal year 2018, the Company entered into a definitive agreement to sell its semiconductor cryogenics business (the “Disposition”) to Edwards Vacuum LLC (a member of the Atlas Copco Group) (“Edwards”). The Company determined that the semiconductor cryogenics business met the “held for sale” criteria and the “discontinued operations” criteria in accordance with Financial Accounting Standard Boards (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements, (“FASB ASC 205”) as of September 30, 2018. The Consolidated Balance Sheets and Consolidated Statements of Operations, and the notes to the Consolidated Financial Statements were restated for all periods presented to reflect the discontinuation of the semiconductor cryogenics business, in accordance with FASB ASC 205. The discussion in the notes to these Consolidated Financial Statements, unless otherwise noted, relate solely to the Company's continuing operations. Please refer to Note 3, “Discontinued Operations” for further information. On July 1, 2019, the Company completed the sale of the semiconductor cryogenics business for $ 661.1 million, which excludes $ 6.3 million retained by Edwards at closing as a result of the initial net working capital adjustments. Net cash proceeds from the sale were $ 553.1 million, after deducting estimated taxes payable and closing costs, which remains subject to adjustment for the final determination of working capital and other items.Risks and Uncertainties The Company is subject to risks common to companies in the markets we serve, including, but not limited to, global economic and financial market conditions, fluctuations in customer demand, acceptance of new products, development by its competitors of new technological innovations, risk of disruption in its supply chain, the implementation of tariffs and export controls, dependence on key personnel, protection of proprietary technology, and compliance with domestic and foreign regulatory authorities and agencies. ​ During the COVID 19 pandemic, the Company’s facilities have remained operational with only required personnel on site, and the balance of employees working from home. Both business segments fall within the classification of an “Essential Critical Infrastructure Sector” as defined by the U.S. Department of Homeland Security and have continued operations during the COVID-19 pandemic. We have followed government guidance in each region and have implemented Center for Disease Control social distancing guidelines and other best practices to protect the health and 8
safety of the Company’s employees. The Company’s year-to-date financial results have only been modestly affected by the COVID-19 pandemic and a portion of this impact has been mitigated by realignment of resources and by addressing the incremental orders related to virus research. The future impacts on the Company’s financial results will depend on multiple variables which are not fully determinable as the full impact of the pandemic will depend on the depth of the effects which the pandemic has on the economy and markets which we serve. The variables are many, but fundamentally include the negative effect on demand from the Company’s customers, the degree if any that the supply chain may be constrained to support the Company’s delivery of product, as well as the amount of incremental demand caused by research and treatments in the areas of COVID-19 or related threats. ​​ 2. Summary of Significant Accounting Policies Use of EstimatesThe preparation of unaudited consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates are associated with recording accounts receivable, inventories, goodwill, intangible assets other than goodwill, long-lived assets, derivative financial instruments, deferred income taxes, warranty obligations, revenue recognized in accordance with the percentage of completion method, and stock-based compensation expense. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances future projections that management believes to be reasonable under the circumstances. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they occur and become known.The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. The Company has made estimates of the impact of COVID-19 within our financial statements and there may be changes to those estimates in future periods. ​ Foreign Currency TranslationCertain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency.Foreign currency exchange losses generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other expenses, net” in the Company’s unaudited Consolidated Statements of Operations. Net foreign currency transaction and remeasurement losses totaled $ 2.0 million and $ 0.6 million, respectively, during the three months ended March 31, 2020 and 2019 and $ 2.7 million and $ 0.6 million, respectively, during the six months ended March 31, 2020 and 2019. Derivative InstrumentsThe Company has transactions and balances denominated in currencies other than the U.S. dollar. Most of these transactions or balances are denominated in Euros, British Pounds and a variety of Asian currencies. The Company enters into foreign exchange contracts to reduce its exposure to currency fluctuations. The forward contract arrangements that the Company enters into, typically mature in three months or less. These transactions do not qualify for hedge accounting. Net gains and losses related to these contracts are recorded as a component of "Other expenses, 9
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three Months Ended | ​ | Six Months Ended | ​ |
| ​ | ​ | March 31, | ​ | March 31, | ​ |
| ​ | 2020 | 2019 | 2020 | 2019 |
| Realized gains (losses) on derivatives not designated as hedging instruments | ​ | $ | 4,424 | ​ | $ | ( 3,831 ) | ​ | $ | 756 | ​ | $ | ( 854 ) | ​ |

operating leases and finance leases are included within Accrued expenses and other current liabilities. The long-term lease liabilities for operating leases and finance leases are included within Long-term operating lease liabilities, and Other long-term liabilities, respectively, on the Consolidated Balance Sheets. Recently Issued Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The provisions of this ASU are only available until December 31, 2022, when the reference rate replacement activity is expected to be completed. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. ​In December 2019 , the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 clarifying and amending existing guidance. This ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2020. Early adoption is permitted. The Company is evaluating the impact of this ASU.​In August 2018 , the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. The provisions may be adopted prospectively or retrospectively. This ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact of this ASU.In August 2018 , the FASB issued ASU 2018-14, Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans, which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amendments require additional disclosure for the weighted-average interest crediting rates, a narrative description of the reasons for significant gains and losses, and an explanation of any other significant changes in the benefit obligation or plan assets. The amendment removes disclosure requirement for accumulated other comprehensive income expected to be recognized over the next year, information about plan assets to be returned to the entity, and the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement health care benefits. The ASU is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The ASU does not amend the interim disclosure requirements of ASC 715-20. The Company is currently evaluating the impact of this ASU.In August 2018 , the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which amends ASC 820 to add and remove disclosure requirements related to fair value measurement. The amendments include new disclosure requirements for changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The amendments eliminated disclosure requirements for amount of and reasons for transfers between Level 1 and Level 2, valuation processes for Level 3 fair value measurements, and policy for timing of transfers between levels of the fair value hierarchy. In addition, the amendments modified certain disclosure requirement to provide clarification or to promote appropriate exercise of discretion by entities. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted. The Company is currently evaluating the impact of this ASU. 11
In June 2016 , the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, ASU 2019-05 “Financial Instruments-Credit Losses”, ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) to clarify and address certain items related to the amendments in ASU 2016-13. Topic 326 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact of this ASU.Recently Adopted Accounting PronouncementsIn July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections - Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update). ASU 2019-07 aligns the guidance in various SEC sections of the Codification with the requirements of certain SEC final rules. ASU 2019 -07 was effective immediately during the Company’s last quarter of fiscal 2019 and the adoption did not have any impact on our consolidated financial statements and related disclosures. ​In March 2018 , the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which amends ASC 220 to add, remove, and clarify disclosure requirements related to reporting comprehensive income. This ASU gives entities the option to reclassify tax effects recorded in accumulated other comprehensive income as a result of tax reform to retained earnings. The entities have the option to apply the guidance retrospectively or in the period of adoption. The guidance requires entities to make new disclosures, regardless of whether they elect to reclassify tax effects. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption in any period is permitted. The Company adopted the guidance during the first quarter of fiscal year 2020. There is no accounting impact on the Company’s consolidated financial statements and related disclosures because the Company does not have stranded tax effects in accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act.​In February 2016 , the FASB issued ASU 2016-02, Leases (Topic 842), an amendment of the FASB ASC 840. Under Topic 842, lessees are required to recognize a ROU asset and lease liability on the balance sheet for all leases with terms beyond twelve months. The new standard also requires enhanced disclosures that provide more transparent information to financial statement users about lease portfolios. The Company adopted Topic 842 effective October 1, 2019 using the modified retrospective approach. The Company applied Topic 842 to all its leases as of October 1, 2019 with comparative prior periods continuing to be reported under Topic 840. With the adoption of Topic 842, the Company assumed the assessment determined under Topic 840 of whether contracts contain leases, the classification of leases as operating or finance and the remaining lease term of each lease. Certain leases contain both lease and non-lease components, which the Company has elected to treat as a single lease component. On October 1, 2019, the Company recorded a ROU asset related to its operating leases of $ 28.1 million and a lease liability related to its operating leases of $ 27.1 million on its Consolidated Balance Sheets. There was no impact to the Company’s finance ROU asset and liability on October 1, 2019. The adoption of the standard does not impact the Consolidated Results of Operations or Consolidated Statement of Cash Flows. See Note 9, “Leases” for further information. OtherFor 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 2019 Annual Report on Form 10-K. ​ 3. Discontinued Operations On August 27, 2018, the Company entered into a definitive agreement to sell its semiconductor cryogenics business to Edwards for $ 675.0 million in cash, subject to adjustments. On July 1, 2019, the Company completed the sale of the 12
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | Three Months Ended March 31, | ​ | ​ | Six Months Ended March 31, |
| ​ | ​ | ​ | 2020 | 2019 | ​ | 2020 | 2019 | ​ |
| Revenue | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Products | ​ | ​ | ​ | $ | - | ​ | $ | 23,895 | ​ | $ | - | ​ | $ | 52,681 | ​ |
| Services | ​ | ​ | ​ | ​ | - | ​ | ​ | 11,759 | ​ | ​ | - | ​ | ​ | 22,297 | ​ |
| Total revenue | ​ | ​ | ​ | ​ | - | ​ | ​ | 35,654 | ​ | ​ | - | ​ | ​ | 74,978 | ​ |
| Cost of revenue | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Products | ​ | ​ | ​ | ​ | - | ​ | ​ | 15,182 | ​ | ​ | - | ​ | ​ | 31,698 | ​ |
| Services | ​ | ​ | ​ | ​ | - | ​ | ​ | 6,678 | ​ | ​ | - | ​ | ​ | 12,727 | ​ |
| Total cost of revenue | ​ | ​ | ​ | ​ | - | ​ | ​ | 21,860 | ​ | ​ | - | ​ | ​ | 44,425 | ​ |
| Gross profit | ​ | ​ | ​ | ​ | - | ​ | ​ | 13,794 | ​ | ​ | - | ​ | ​ | 30,553 | ​ |
| Operating expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Research and development | ​ | ​ | ​ | ​ | - | ​ | ​ | 2,168 | ​ | ​ | - | ​ | ​ | 4,326 | ​ |
| Selling, general and administrative | ​ | ​ | ​ | ​ | 86 | ​ | ​ | 4,993 | ​ | ​ | ( 171 ) | ​ | ​ | 12,196 | ​ |
| Total operating expenses | ​ | ​ | ​ | ​ | 86 | ​ | ​ | 7,161 | ​ | ​ | ( 171 ) | ​ | ​ | 16,522 | ​ |
| Operating income | ​ | ​ | ​ | ​ | ( 86 ) | ​ | ​ | 6,633 | ​ | ​ | 171 | ​ | ​ | 14,031 | ​ |
| Other (loss) income, net | ​ | ​ | ​ | ​ | - | ​ | ​ | 278 | ​ | ​ | ( 410 ) | ​ | ​ | 567 | ​ |
| (Loss) income before income taxes and earnings of equity method investment | ​ | ​ | ​ | ​ | ( 86 ) | ​ | ​ | 6,911 | ​ | ​ | ( 239 ) | ​ | ​ | 14,598 | ​ |
| Income tax (benefit) provision | ​ | ​ | ​ | ​ | ( 21 ) | ​ | ​ | 1,930 | ​ | ​ | ( 57 ) | ​ | ​ | 3,240 | ​ |
| (Loss) income before equity in earnings of equity method investment | ​ | ​ | ​ | ​ | ( 65 ) | ​ | ​ | 4,981 | ​ | ​ | ( 182 ) | ​ | ​ | 11,358 | ​ |
| Equity in earnings of equity method investment | ​ | ​ | ​ | ​ | - | ​ | ​ | 1,269 | ​ | ​ | - | ​ | ​ | 3,041 | ​ |
| Net (loss) income | ​ | ​ | ​ | $ | ( 65 ) | ​ | $ | 6,250 | ​ | $ | ( 182 ) | ​ | $ | 14,399 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | Three Months Ended | ​ | Six Months Ended | ​ |
| ​ | ​ | ​ | March 31, 2019 | ​ | March 31, 2019 | ​ |
| Statements of Operations: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Total revenue | ​ | ​ | ​ | $ | ​ | ​ | ​ | 22,756 | ​ | $ | ​ | ​ | ​ | 45,050 | ​ |
| Gross profit | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 8,305 | ​ | ​ | ​ | ​ | ​ | 17,241 | ​ |
| Operating Income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 4,078 | ​ | ​ | ​ | ​ | ​ | 9,214 | ​ |
| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,602 | ​ | ​ | ​ | ​ | ​ | 6,108 | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | Three Months Ended | ​ | Six Months Ended | ​ |
| ​ | ​ | ​ | ​ | March 31, 2019 | ​ | March 31, 2019 | ​ |
| Capital expenditures | ​ | ​ | ​ | $ | ​ | ​ | ​ | 99 | ​ | $ | ​ | ​ | ​ | 407 | ​ |
| Stock-based compensation | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 129 | ​ | ​ | ​ | ​ | ​ | 420 | ​ |
| Earnings of equity method investment | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ( 1,269 ) | ​ | ​ | ​ | ​ | ​ | ( 3,041 ) | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Gross | Gross | ​ |
| ​ | ​ | Amortized | ​ | Unrealized | ​ | Unrealized | ​ | ​ |
| ​ | ​ | Cost | ​ | Losses | ​ | Gains | ​ | Fair Value |
| March 31, 2020: | ​ | ​ | ​ | ​ |
| Bank certificates of deposits | ​ | $ | 101 | ​ | $ | — | ​ | $ | — | ​ | $ | 101 |
| Corporate securities | ​ | ​ | 2,555 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,555 |
| Other debt securities | ​ | 61 | ​ | ​ | — | ​ | ​ | — | ​ | 61 |
| ​ | ​ | $ | 2,717 | ​ | $ | — | ​ | $ | — | ​ | $ | 2,717 |
| September 30, 2019: | ​ | ​ | ​ | ​ |
| U.S. Treasury securities and obligations of U.S. government agencies | ​ | $ | 31,863 | $ | ( 2 ) | $ | 5 | $ | 31,866 |
| Bank certificates of deposits | ​ | ​ | 750 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 750 |
| Corporate securities | ​ | ​ | 4,317 | ​ | ​ | — | ​ | ​ | 1 | ​ | ​ | 4,318 |
| Other debt securities | ​ | 35 | ​ | — | ​ | — | ​ | 35 |
| ​ | ​ | $ | 36,965 | ​ | $ | ( 2 ) | ​ | $ | 6 | ​ | $ | 36,969 |
| ​ | ​ | ​ | ​ |
| ​ | Fair Value |
| Due in one year or less | ​ | $ | 162 |
| Due after one year through five years | ​ | — |
| Due after five years through ten years | ​ | ​ | — |
| Due after ten years | ​ | 2,555 |
| Total marketable securities | ​ | $ | 2,717 |

| ​ | ​ | ​ | ​ |
| ​ | Fair Value of |
| ​ | ​ | Assets and |
| ​ | ​ | Liabilities |
| Accounts receivable | ​ | $ | 1,220 |
| Prepaid expenses and other current assets | ​ | ​ | 29 |
| Goodwill | ​ | 11,117 |
| Intangible assets | ​ | 6,042 |
| Other assets | ​ | ​ | 229 |
| Accounts payable | ​ | ( 15 ) |
| Deferred revenue | ​ | ( 1,320 ) |
| Accrued compensation and benefits | ​ | ​ | ( 344 ) |
| Other current liabilities | ​ | ( 91 ) |
| Long-term deferred tax liabilities | ​ | ​ | ( 1,091 ) |
| Long-term operating lease liabilities | ​ | ​ | ( 147 ) |
| Total purchase price, net of cash acquired | ​ | $ | 15,629 |

costs, 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 because such results were immaterial.​Acquisition Completed in Fiscal Year 2019Acquisition of the GENEWIZ GroupOn November 15, 2018, the Company acquired all the outstanding capital stock of GENEWIZ Group (“GENEWIZ”), a leading global genomics service provider headquartered in South Plainfield, New Jersey. GENEWIZ provides genomics services that enable research scientists to advance their discoveries within the pharmaceutical, academic, biotechnology, agriculture and other markets. It provides gene sequencing and synthesis services for more than 4,000 institutional customers worldwide supported by their global network of laboratories spanning the United States, China, Japan, Germany and the United Kingdom. This transaction has added a new and innovative platform which further enhances the Company’s core capabilities, and added even more value to samples that are under the Company’s care. The total cash purchase price for the acquisition was $ 442.7 million, net of cash acquired, which included a working capital settlement of $ 0.4 million. The Company used the proceeds of the incremental term loan described in Note 8, “Debt” to pay a portion of the purchase price. On the acquisition date, the Company paid $ 32.3 million to escrow accounts related to the satisfaction of the seller's indemnification obligations with respect to their representations and warranties and other indemnities. The Company also retained an amount equal to $ 1.5 million as collateral for any adjustment shortfall based on the final merger consideration calculation. During the fiscal year 2019, the final merger consideration was calculated to be $ 4.0 million less than the merger consideration paid at closing. To satisfy the shortfall, the Company reversed the $ 1.5 million liability associated with the holdback, received approval from the former shareholders to retain $ 0.7 million of funds the Company received on their behalf, and collected $ 1.8 million from the escrow accounts. ​The Company recorded the assets acquired and liabilities assumed related to GENEWIZ at their fair values as of the acquisition date, from a market participant’s perspective. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, 17
| ​ | ​ | ​ | ​ |
| ​ | Fair Value of |
| ​ | ​ | Assets and |
| ​ | ​ | Liabilities |
| Accounts receivable | ​ | $ | 28,566 |
| Inventories | ​ | 4,370 |
| Prepaid expenses and other current assets | ​ | ​ | 11,635 |
| Property, plant and equipment | ​ | 36,379 |
| Goodwill | ​ | 235,160 |
| Intangible assets | ​ | 189,129 |
| Other assets | ​ | ​ | 15,998 |
| Current portion of long-term debt | ​ | ( 3,170 ) |
| Accounts payable | ​ | ( 6,522 ) |
| Deferred revenue | ​ | ( 67 ) |
| Accrued compensation and benefits | ​ | ​ | ( 5,145 ) |
| Other current liabilities | ​ | ( 10,073 ) |
| Long-term debt | ​ | ​ | ( 2,482 ) |
| Long-term tax reserves | ​ | ​ | ( 13,400 ) |
| Long-term deferred tax liabilities | ​ | ​ | ( 34,993 ) |
| Other long-term liabilities | ​ | ​ | ( 2,681 ) |
| Total purchase price, net of cash acquired | ​ | $ | 442,704 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three Months Ended | ​ | Six Months Ended |
| ​ | ​ | March 31, 2019 | ​ | March 31, 2019 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Revenue | ​ | $ | 198,390 | ​ | ​ | $ | 394,411 | ​ |
| Net (loss) income from continuing operations | ​ | ​ | ( 2,709 ) | ​ | ​ | ​ | 4,086 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | Brooks | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Semiconductor | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Solutions | ​ | Brooks | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Group | ​ | Life Sciences | ​ | Other | ​ | Total |
| Gross goodwill, at September 30, 2019 | ​ | $ | 636,791 | ​ | $ | 440,755 | ​ | $ | 26,014 | ​ | $ | 1,103,560 |
| Accumulated goodwill impairments | ​ | ( 588,944 ) | ​ | — | ​ | ( 26,014 ) | ​ | ( 614,958 ) |
| Goodwill, net of accumulated impairments, at September 30, 2019 | ​ | 47,847 | ​ | 440,755 | ​ | — | ​ | 488,602 |
| Acquisitions and adjustments | ​ | 119 | ​ | 9,781 | ​ | — | ​ | 9,900 |
| Gross goodwill, at March 31, 2020 | ​ | ​ | 636,910 | ​ | ​ | 450,536 | ​ | ​ | 26,014 | ​ | ​ | 1,113,460 |
| Accumulated goodwill impairments | ​ | ( 588,944 ) | ​ | — | ​ | ( 26,014 ) | ​ | ( 614,958 ) |
| Goodwill, net of accumulated impairments, at March 31, 2020 | ​ | $ | 47,966 | ​ | $ | 450,536 | ​ | $ | — | ​ | $ | 498,502 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | March 31, 2020 | ​ | September 30, 2019 |
| ​ | ​ | ​ | ​ | Accumulated | ​ | Net Book | ​ | ​ | ​ | Accumulated | ​ | Net Book |
| ​ | Cost | Amortization | Value | Cost | Amortization | Value |
| Patents | ​ | $ | 8,251 | ​ | $ | 4,833 | ​ | $ | 3,418 | ​ | $ | 5,302 | ​ | $ | 4,628 | ​ | $ | 674 |
| Completed technology | ​ | 88,309 | ​ | 43,946 | ​ | 44,363 | ​ | 88,288 | ​ | 38,778 | ​ | 49,510 |
| Trademarks and trade names | ​ | 25,591 | ​ | 7,543 | ​ | 18,048 | ​ | 25,340 | ​ | 5,807 | ​ | 19,533 |
| Customer relationships | ​ | 267,921 | ​ | 97,665 | ​ | 170,256 | ​ | 265,450 | ​ | 84,047 | ​ | 181,403 |
| Other intangibles | ​ | ​ | 231 | ​ | ​ | 221 | ​ | ​ | 10 | ​ | ​ | 231 | ​ | ​ | 183 | ​ | ​ | 48 |
| ​ | ​ | $ | 390,303 | ​ | $ | 154,208 | ​ | $ | 236,095 | ​ | $ | 384,611 | ​ | $ | 133,443 | ​ | $ | 251,168 |
| ​ | ​ | ​ | ​ |
| Fiscal year ended September 30, | ​ |
| 2020 | ​ | $ | 20,942 |
| 2021 | ​ | 38,689 |
| 2022 | ​ | 35,417 |
| 2023 | ​ | 32,128 |
| 2024 | ​ | 27,314 |
| Thereafter | ​ | 81,605 |
| ​ | ​ | $ | 236,095 |

7. Line of CreditThe Company maintains a revolving line of credit under a credit agreement with Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A. that provides for revolving credit facility of up to $ 75.0 million, subject to borrowing base availability, as defined in the credit agreement. The line of credit matures on October 4, 2022 and expires no less than 90 days prior to the term loan expiration. The proceeds from the line of credit are available for permitted acquisitions and general corporate purposes. ​On October 4, 2017, the Company entered into a $ 200.0 million Senior Secured Term Loan Facility (the “term loan”) with Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC (collectively, the “lenders”). Coincident with the entry into the credit agreement for the term loan discussed in Note 8, “Debt” below, the Company amended certain terms and conditions of the credit agreement. Based on the amended terms of the credit agreement, the line of credit continues to provide for a revolving credit facility of up to $ 75.0 million, subject to borrowing base availability. Borrowing base availability under the amended credit agreement excludes collateral related to fixed assets and is redetermined periodically based on certain percentage of certain eligible U.S. assets, including accounts receivable and inventory. The sub-limits for letters of credit were reduced to $ 7.5 million under the amended terms of the credit agreement. All outstanding borrowings under the credit agreement are guaranteed by the Company and Brooks Life Sciences, Inc. (fka BioStorage Technologies, Inc.), the Company’s wholly-owned subsidiary (“guarantor”), and subordinated to the obligations under the term loan which are secured by a first priority lien on substantially all of the assets of the Company and the guarantor, other than accounts receivable and inventory. Please refer to Note 8, “Debt”, for further information on the term loan transaction. As of March 31, 2020, the Company had approximately $ 44.7 million available for borrowing under the line of credit. There were no amounts outstanding under the line of credit as of March 31, 2020 and September 30, 2019. The Company records commitment fees and other costs directly associated with obtaining line of credit facility as deferred financing costs which are presented within "Other assets" in the accompanying unaudited Consolidated Balance Sheets. Deferred financing costs were $ 0.3 million and $ 0.4 million, respectively, at March 31, 2020 and September 30, 2019. Such costs are amortized over the term of the related facility arrangement and are included in “Interest expense” in the accompanying unaudited Consolidated Statements of Operations. The line of credit contains certain customary representations and warranties, a financial covenant and affirmative and negative covenants as well as events of default. The Company was in compliance with the line of credit covenants as of March 31, 2020 and September 30, 2019. ​ 8. DebtTerm LoansOn October 4, 2017, the Company entered into a $ 200.0 million term loan with the lenders pursuant to the terms of a credit agreement. The term loan was issued at $ 197.6 million, or 98.8 % of its par value, resulting in a discount of $ 2.4 million, or 1.2 %, which represented loan origination fees paid at the closing. On November 15, 2018, the Company entered into an incremental amendment (the “First Amendment”) to the existing credit agreement. Under the First Amendment, the Company obtained an incremental term loan in an aggregate principal amount of $ 350.0 million. The proceeds of the incremental term loan were used to finance a portion of the purchase price for the Company’s acquisition of GENEWIZ. The incremental term loan was issued at $ 340.5 million, or 97.3 % of its par value, resulting in a discount of $ 9.5 million, or 2.7 %, which represented financing cost of the incremental term loan. Except as provided in the First Amendment, the incremental term loan was subject to the same terms and conditions as set forth in the existing credit agreement.On February 15, 2019, the Company entered into the second amendment to the credit agreement (the “Second Amendment”) and syndicated the incremental term loan to a group of new lenders which met the criteria of a debt extinguishment. The Company wrote off the carrying value of the incremental term loan of $ 340.1 million as of February 15, 2019 and recorded the syndicated incremental term loan at its present value for $ 349.1 million and a loss on debt extinguishment for $ 9.1 million. The syndicated incremental term loan was issued at $ 345.2 million, or 98.9 % of its par value resulting in a discount of $ 4.0 million which represented financing costs which are presented as a reduction 21
of the incremental term loan principal balance in the accompanying unaudited Consolidated Balance Sheets and was accreted over the life of the incremental term loan. Except as provided in the Second Amendment with respect to an increase of the applicable interest rates, the syndicated incremental term loan was subject to the same terms and conditions as the initial incremental term loan.On July 1, 2019, the Company completed the sale of its semiconductor cryogenics business and used $ 348.3 million of the proceeds from the Disposition to extinguish the outstanding balance of the incremental term loan. In addition, the Company used $ 147.0 million of the proceeds from the Disposition to extinguish a portion of the outstanding balance of the term loan. The Company recorded a loss on debt extinguishment of $ 5.2 million for the two term loans.The Company’s obligations under the term loan are also guaranteed by Brooks Life Sciences, Inc. (fka BioStorage Technologies, Inc.) as the guarantor, subject to the terms and conditions of the credit agreement. The Company and the guarantor granted the lenders a perfected first priority security interest in substantially all of the assets of the Company and the guarantor to secure the repayment of the term loan.The loan principal amount under the credit agreement may be increased by an aggregate amount equal to $ 75.0 million plus any voluntary repayments of the term loans plus any additional amount such that the secured leverage ratio of the Company is less than 3.00 to 1.00.Subject to certain conditions stated in the credit agreement, the Company may redeem the term loan at any time at its option without a significant premium or penalty, except for a repricing transaction, as defined in the credit agreement. The Company is required to redeem the term loan at the principal amount then outstanding upon occurrence of certain events, including (i) net proceeds received from the sale or other disposition of the Company’s or the guarantor’ assets, subject to certain limitations, (ii) casualty and condemnation proceeds received by the Company or the guarantor, subject to certain exceptions, (iii) net proceeds received by the Company or the guarantor from the issuance of debt or disqualified capital stock after October 4, 2017. Commencing on December 31, 2018, the Company was required to make principal payments equal to the excess cash flow amount, as defined in the credit agreement. Such prepayments are equal to 50 % of the preceding year excess cash flow amount reduced by voluntary prepayments of the term loan, subject to certain limitations. The deferred financing costs are accreted over the term of the loan using the effective interest rate method and are included in “Interest expense” in the accompanying unaudited Consolidated Statements of Operations. At March 31, 2020, deferred financing costs were $ 0.5 million. The credit agreement contains certain customary representations and warranties, covenants and events of default. If any of the events of default occur and are not waived or cured within applicable grace periods, any unpaid amounts under the credit agreement will bear an annual interest rate at 2.00 % above the rate otherwise applicable under the terms and conditions of such agreement. The credit agreement does not contain financial maintenance covenants. As of March 31, 2020, the Company was in compliance with all covenants and conditions under the credit agreement. In connection with the GENEWIZ acquisition, the Company assumed three five-year term loans for a total of $ 3.3 million and two one-year short term loans for a total of $ 3.2 million. The three five-year term loans were initiated during 2016 and mature in 2021. The principal payments are payable in eight installments equal to 12.5 % of the initial principal amount of the term loans on December 14th and June 14th of each year. The three five-year term loans were secured by GENEWIZ to fund equipment procurement and new building related payments and the interest rates are equal to the LIBOR plus 3.1 %. The two one-year term loans were secured by GENEWIZ to fund operations. Both of the one-year term loans were initiated in 2018 and matured in 2019. The interest rates of these two loans were 4.56 % and 4.35 %. There are no deferred financing costs related to either the five-year term loans or the one-year term loans. At March 31, 2020, the Company had an aggregate outstanding principal balance of $ 1.2 million for the three five-year term loans. Both of the two one-year short term loans matured and were repaid in full as of September 30, 2019.During the six months ended March 31, 2020, the weighted average stated interest rate paid on all outstanding debt was 4.5 %. During the six months ended March 31, 2020, the Company incurred aggregate interest expense of $ 1.3 million in connection with the borrowings, including $ 0.1 million of deferred financing costs amortization. 22
| ​ | ​ | ​ | ​ |
| ​ | Amount |
| Fiscal year ended September 30, | ​ | ​ | ​ |
| 2020 | ​ | $ | 828 |
| 2021 | ​ | ​ | 413 |
| 2022 | ​ | ​ | — |
| 2023 | ​ | ​ | — |
| 2024 | ​ | ​ | — |
| Thereafter | ​ | ​ | 50,000 |
| Total outstanding principal balance | ​ | ​ | 51,241 |
| Unamortized deferred financing costs | ​ | ​ | ( 462 ) |
| ​ | ​ | ​ | 50,779 |
| Current portion of long-term debt | ​ | ​ | 828 |
| Non-current portion of long-term debt | ​ | $ | 49,951 |

| ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | Three months ended March 31, 2020 | ​ | Six Months Ended March 31, 2020 |
| ​ | ​ | ​ | ​ | ​ | ​ |
| Operating lease costs | $ | 2,275 | ​ | $ | 4,397 |
| Finance lease costs: | ​ | ​ | ​ | ​ | ​ |
| Amortization of assets | ​ | 311 | ​ | ​ | 622 |
| Interest on lease liabilities | ​ | 26 | ​ | ​ | 55 |
| Total finance lease costs | ​ | 337 | ​ | ​ | 677 |
| Variable lease costs | ​ | 460 | ​ | ​ | 866 |
| Short-term lease costs | ​ | 132 | ​ | ​ | 296 |
| Total lease costs | $ | 3,204 | ​ | $ | 6,236 |
| ​ | ​ | ​ | ​ |
| ​ | As of March 31, 2020 | ​ |
| Operating Leases: | ​ | ​ | ​ |
| Operating lease right-of-use assets | $ | 34,671 | ​ |
| ​ | ​ | ​ | ​ |
| Accrued expenses and other current liabilities | $ | 6,841 | ​ |
| Long-term operating lease liabilities | ​ | 27,233 | ​ |
| Total operating lease liabilities | $ | 34,074 | ​ |
| ​ | ​ | ​ | ​ |
| Finance Leases: | ​ | ​ | ​ |
| Property, plant and equipment, at cost | $ | 2,540 | ​ |
| Accumulated amortization | ​ | ( 623 ) | ​ |
| Property, plant and equipment, net | $ | 1,917 | ​ |
| ​ | ​ | ​ | ​ |
| Accrued expenses and other current liabilities | $ | 1,211 | ​ |
| Other long-term liabilities | ​ | 867 | ​ |
| Total finance lease liabilities | $ | 2,078 | ​ |
| ​ | ​ | ​ | ​ |
| Weighted average remaining lease term (in years): | ​ | ​ | ​ |
| Operating leases | ​ | 8.26 | ​ |
| Finance leases | ​ | 1.78 | ​ |
| ​ | ​ | ​ | ​ |
| Weighted average discount rate: | ​ | ​ | ​ |
| Operating leases | ​ | 4.7 | % |
| Finance leases | ​ | 4.2 | % |
| ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | Three months ended March 31, 2020 | ​ | Six Months Ended March 31, 2020 |
| Cash paid for amounts included in measurement of liabilities: | ​ | ​ | ​ | ​ | ​ |
| Operating cash flows from operating leases | $ | 2,067 | ​ | $ | 3,874 |
| Operating cash flows from finance leases | ​ | 26 | ​ | ​ | 55 |
| Financing cash flows from finance leases | ​ | 293 | ​ | ​ | 583 |

| ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | Operating Leases | ​ | Finance Leases |
| 2020 | $ | 4,288 | ​ | $ | 638 |
| 2021 | ​ | 7,141 | ​ | ​ | 1,171 |
| 2022 | ​ | 5,380 | ​ | ​ | 364 |
| 2023 | ​ | 4,375 | ​ | ​ | - |
| 2024 | ​ | 4,188 | ​ | ​ | - |
| Thereafter | ​ | 15,884 | ​ | ​ | - |
| Total future lease payments | ​ | 41,256 | ​ | ​ | 2,173 |
| Less imputed interest | ​ | ( 7,182 ) | ​ | ​ | ( 95 ) |
| Total lease liability balance | $ | 34,074 | ​ | $ | 2,078 |
| ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | Operating Leases | ​ | Capital Leases |
| 2020 | $ | 6,794 | ​ | $ | 1,276 |
| 2021 | ​ | 5,520 | ​ | ​ | 1,171 |
| 2022 | ​ | 3,904 | ​ | ​ | 363 |
| 2023 | ​ | 3,110 | ​ | ​ | - |
| 2024 | ​ | 2,934 | ​ | ​ | - |
| Thereafter | ​ | 10,499 | ​ | ​ | - |
| Total future lease payments | ​ | 32,761 | ​ | ​ | 2,810 |
| Less imputed interest | ​ | ( 5,685 ) | ​ | ​ | ( 150 ) |
| Total lease liability balance | $ | 27,076 | ​ | $ | 2,660 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | March 31, | ​ | September 30, | ​ |
| ​ | 2020 | 2019 |
| Accounts receivable | ​ | $ | 183,324 | ​ | $ | 169,317 | ​ |
| Less allowance for doubtful accounts | ​ | ( 4,225 ) | ​ | ( 3,644 ) | ​ |
| Less allowance for sales returns | ​ | ( 85 ) | ​ | ( 71 ) | ​ |
| Accounts receivable, net | ​ | $ | 179,014 | ​ | $ | 165,602 | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | March 31, | ​ | September 30, | ​ |
| ​ | 2020 | 2019 |
| Inventories | ​ | ​ |
| Raw materials and purchased parts | ​ | $ | 73,473 | ​ | $ | 67,176 | ​ |
| Work-in-process | ​ | 13,443 | ​ | 13,684 | ​ |
| Finished goods | ​ | 20,783 | ​ | 18,585 | ​ |
| Total inventories | ​ | $ | 107,699 | ​ | $ | 99,445 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Activity -Three Months Ended March 31, 2020 |
| Balance | ​ | ​ | ​ | ​ | Balance |
| December 31, | ​ | ​ | ​ | ​ | ​ | ​ | ​ | March 31, |
| 2019 | ​ | Accruals | ​ | Costs Incurred | ​ | 2020 |
| $ | 7,493 | ​ | $ | 2,174 | ​ | $ | ( 1,757 ) | ​ | $ | 7,910 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Activity -Three Months Ended March 31, 2019 |
| Balance | ​ | ​ | ​ | ​ | Balance |
| December 31, | ​ | ​ | ​ | ​ | ​ | ​ | ​ | March 31, |
| 2018 | ​ | Accruals | ​ | Costs Incurred | ​ | 2019 |
| $ | 6,851 | ​ | $ | 1,807 | ​ | $ | ( 1,456 ) | ​ | $ | 7,202 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Activity -Six Months Ended March 31, 2020 |
| Balance | ​ | ​ | ​ | ​ | Balance |
| September 30, | ​ | ​ | ​ | ​ | ​ | ​ | ​ | March 31, |
| 2019 | ​ | Accruals | ​ | Costs Incurred | ​ | 2020 |
| $ | 7,175 | ​ | $ | 4,653 | ​ | $ | ( 3,918 ) | ​ | $ | 7,910 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Activity -Six Months Ended March 31, 2019 |
| Balance | ​ | ​ | ​ | ​ | Balance |
| September 30, | ​ | ​ | ​ | ​ | ​ | ​ | ​ | March 31, |
| 2018 | ​ | Accruals | ​ | Costs Incurred | ​ | 2019 |
| $ | 6,340 | ​ | $ | 4,161 | ​ | $ | ( 3,299 ) | ​ | $ | 7,202 |
| ​ |
| ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three Months Ended March 31, | ​ | Six Months Ended March 31, | ​ |
| ​ | 2020 | 2019 | 2020 | 2019 |
| Restricted stock units | ​ | $ | 3,921 | ​ | $ | 4,923 | ​ | $ | 8,014 | ​ | $ | 8,883 | ​ |
| Employee stock purchase plan | ​ | 293 | ​ | 198 | ​ | 610 | ​ | 414 | ​ |
| Total stock-based compensation expense | ​ | $ | 4,214 | ​ | $ | 5,121 | ​ | $ | 8,624 | ​ | $ | 9,297 | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Time-Based | Stock | Performance- |
| ​ | ​ | Total Units | ​ | Units | ​ | Grants | ​ | Based Units |
| Six months ended March 31, 2020 | 408,827 | 163,390 | 23,867 | 221,570 |
| Six months ended March 31, 2019 | 789,409 | 327,500 | 38,520 | 423,389 |

| ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Weighted |
| ​ | ​ | ​ | ​ | Average |
| ​ | ​ | ​ | ​ | Grant-Date |
| ​ | ​ | Shares | ​ | Fair Value |
| Outstanding at September 30, 2019 | 1,782,726 | ​ | $ | 24.63 |
| Granted | 408,827 | ​ | ​ | 46.64 |
| Vested | ( 890,778 ) | ​ | ​ | 26.01 |
| Forfeited | ( 97,363 ) | ​ | ​ | 34.86 |
| Outstanding at March 31, 2020 | 1,203,412 | ​ | ​ | 36.04 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three Months Ended | ​ | Six Months Ended | ​ |
| ​ | ​ | March 31, | ​ | March 31, | ​ |
| ​ | 2020 | 2019 | 2020 | 2019 |
| Income (loss) from continuing operations | ​ | $ | 9,192 | ​ | $ | ( 2,829 ) | ​ | $ | 22,366 | ​ | $ | 3,437 | ​ |
| (Loss) income from discontinued operations, net of tax | ​ | ( 65 ) | ​ | 6,250 | ​ | ( 182 ) | ​ | 14,399 | ​ |
| Net income | ​ | $ | 9,127 | ​ | $ | 3,421 | ​ | $ | 22,184 | ​ | $ | 17,836 | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Weighted average common shares outstanding used in computing basic earnings per share | ​ | 73,708 | ​ | 72,077 | ​ | 73,331 | ​ | 71,760 | ​ |
| Dilutive restricted stock units | ​ | 81 | ​ | 215 | ​ | 421 | ​ | 455 | ​ |
| Weighted average common shares outstanding used in computing diluted earnings per share | ​ | 73,789 | ​ | 72,292 | ​ | 73,752 | ​ | 72,215 | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Basic net income per share: | ​ | ​ | ​ | ​ | ​ |
| Income (loss) from continuing operations | ​ | $ | 0.12 | ​ | $ | ( 0.04 ) | ​ | $ | 0.30 | ​ | $ | 0.05 | ​ |
| (Loss) income from discontinued operations, net of tax | ​ | ( 0.00 ) | ​ | 0.09 | ​ | ( 0.00 ) | ​ | 0.20 | ​ |
| Basic net income per share | ​ | $ | 0.12 | ​ | $ | 0.05 | ​ | $ | 0.30 | ​ | $ | 0.25 | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Diluted net income per share: | ​ | ​ | ​ | ​ | ​ |
| Income (loss) from continuing operations | ​ | $ | 0.12 | ​ | $ | ( 0.04 ) | ​ | $ | 0.30 | ​ | $ | 0.05 | ​ |
| (Loss) income from discontinued operations, net of tax | ​ | ( 0.00 ) | ​ | 0.09 | ​ | ( 0.00 ) | ​ | 0.20 | ​ |
| Diluted net income per share | ​ | $ | 0.12 | ​ | $ | 0.05 | ​ | $ | 0.30 | ​ | $ | 0.25 | ​ |
| Dividend declared per share | ​ | $ | 0.10 | ​ | $ | 0.10 | ​ | $ | 0.20 | ​ | $ | 0.20 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Brooks Semiconductor | ​ | Brooks Life | ​ | ​ | ​ |
| ​ | ​ | Solutions Group | ​ | Sciences | ​ | Total |
| Three months ended March 31, 2020 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Point in time | ​ | $ | 122,694 | ​ | $ | 24,341 | ​ | $ | 147,035 |
| Over time | ​ | ​ | 2,229 | ​ | ​ | 70,963 | ​ | ​ | 73,192 |
| ​ | ​ | $ | 124,923 | ​ | $ | 95,304 | ​ | $ | 220,227 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Three months ended March 31, 2019 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Point in time | ​ | $ | 111,710 | ​ | $ | 24,983 | ​ | $ | 136,693 |
| Over time | ​ | ​ | 1,167 | ​ | ​ | 60,530 | ​ | ​ | 61,697 |
| ​ | ​ | $ | 112,877 | ​ | $ | 85,513 | ​ | $ | 198,390 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Six Months Ended March 31, 2020 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Point in time | ​ | $ | 239,483 | ​ | $ | 45,660 | ​ | $ | 285,143 |
| Over time | ​ | ​ | 4,251 | ​ | ​ | 141,333 | ​ | ​ | 145,584 |
| ​ | ​ | $ | 243,734 | ​ | $ | 186,993 | ​ | $ | 430,727 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Six Months Ended March 31, 2019 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Point in time | ​ | $ | 223,626 | ​ | $ | 48,150 | ​ | $ | 271,776 |
| Over time | ​ | ​ | 1,958 | ​ | ​ | 104,023 | ​ | ​ | 105,981 |
| ​ | ​ | $ | 225,584 | ​ | $ | 152,173 | ​ | $ | 377,757 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three months ended March 31, | ​ | Six months ended March 31, |
| ​ | ​ | 2020 | ​ | 2019 | ​ | 2020 | ​ | 2019 |
| Geographic Location | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| North America | ​ | $ | 85,887 | ​ | $ | 83,156 | ​ | $ | 166,118 | ​ | $ | 152,053 |
| Asia/Pacific/Other | ​ | ​ | 105,014 | ​ | ​ | 77,653 | ​ | ​ | 208,553 | ​ | ​ | 157,112 |
| United Kingdom | ​ | ​ | 10,384 | ​ | ​ | 12,540 | ​ | ​ | 20,305 | ​ | ​ | 24,618 |
| Rest of Europe | ​ | ​ | 18,942 | ​ | ​ | 25,041 | ​ | ​ | 35,751 | ​ | ​ | 43,974 |
| ​ | ​ | $ | 220,227 | ​ | $ | 198,390 | ​ | $ | 430,727 | ​ | $ | 377,757 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Reporting Unit | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Automation Solutions | ​ | $ | 68,733 | ​ | $ | 72,445 | ​ | $ | 132,970 | ​ | $ | 146,120 |
| Contamination Control Solutions | ​ | ​ | 45,463 | ​ | ​ | 30,047 | ​ | ​ | 89,804 | ​ | ​ | 58,003 |
| Global Semiconductor Services | ​ | ​ | 10,727 | ​ | ​ | 10,385 | ​ | ​ | 20,960 | ​ | ​ | 21,461 |
| Brooks Semiconductor Solutions Group | ​ | ​ | 124,923 | ​ | ​ | 112,877 | ​ | ​ | 243,734 | ​ | ​ | 225,584 |
| Sample Management | ​ | ​ | 54,289 | ​ | ​ | 52,590 | ​ | ​ | 106,007 | ​ | ​ | 102,892 |
| GENEWIZ | ​ | ​ | 41,015 | ​ | ​ | 32,923 | ​ | ​ | 80,986 | ​ | ​ | 49,281 |
| Brooks Life Sciences | ​ | ​ | 95,304 | ​ | ​ | 85,513 | ​ | ​ | 186,993 | ​ | ​ | 152,173 |
| Total | ​ | $ | 220,227 | ​ | $ | 198,390 | ​ | $ | 430,727 | ​ | $ | 377,757 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | As of March 31, 2020 |
| ​ | ​ | Less than 1 Year | ​ | Greater than 1 Year | ​ | Total |
| Remaining Performance Obligations | ​ | $ | 25,337 | ​ | $ | 8,805 | ​ | $ | 34,142 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

been expensed as incurred. These costs are recorded within “Selling, general, and administration expenses”. The Company has concluded that none of its costs incurred in fulfillment of customer contracts meet the capitalization criteria. The Company will account for shipping and handling activities as fulfillment activities and recognize the associated expense when transfer of control of the product has transferred to the customer. ​​ 15. Segment InformationThe Company operates in two reportable segments: the Brooks Semiconductor Solutions Group segment and the Brooks Life Sciences segment. Brooks Life Sciences consists of two operating segments aggregated into one reportable segment. The Brooks Semiconductor Solutions Group segment provides a variety of products, services and solutions that enable improved throughput and yield in controlled operating environments, as well as an extensive range of support services. The solutions include atmospheric and vacuum robots, robotic modules, tool automation systems, contamination control of wafer carrier front opening unified pods and reticle storage. The support services include repair services, diagnostic support services, and installation services in support of the products, which enable customers to maximize process tool uptime and productivity. This segment also provides end-user customers with spare parts and productivity enhancement upgrades to maximize tool productivity. The Brooks Life Sciences segment provides comprehensive life cycle sample management solutions for life science and bioscience customers including complete end-to-end “cold chain of custody” solutions and sample-based laboratory services such as genomic sequencing and gene synthesis to advance scientific research and support drug development. The segment’s product offerings include automated cold sample management systems for compound and biological sample storage, equipment for sample preparation and handling, consumables, and informatics that help customers manage samples throughout their research discovery and development workflows. The segment’s service offerings include sample storage, genomic sequencing, gene synthesis, laboratory processing services, laboratory analysis, and other support services which are provided to a wide range of life science customers, including pharmaceutical companies, biotechnology companies, biorepositories and research institutes.The Company considers adjusted operating income, which excludes charges related to amortization of completed technology, the acquisition accounting impact on inventory contracts acquired and restructuring related charges as the primary performance metric when evaluating the business. Please refer to Note 21, "Segment and Geographic Information" to the Company’s consolidated financial statements included in the 2019 Annual Report on Form 10-K for further information on the operating segments’ description and accounting policies. In conjunction with the acquisition of GENEWIZ during the quarter ended December 31, 2018, the Company reassessed its segment reporting structure and determined that GENEWIZ represents a separate operating segment based on ASC 280, Segment Reporting (“ASC 280”). As permitted by ASC 280, the Company elected to aggregate the Sample Management operating segment and the GENEWIZ operating segment as a single reportable segment titled Brooks Life Sciences. The aggregation was based on similarities in long-term forecasted economic characteristics, particularly adjusted operating income, similarity in services they offer, the customers they serve, the nature of their service delivery models, and their regulatory environments. The Company believes that the aggregated presentation is more useful to investors and other financial users. Management formally assesses the long-term financial outlook of its operating segments on an annual basis as part of its strategic planning process and more frequently on an informal basis. The customer bases of the operating segments overlap, serving life science and bioscience customers in the pharmaceutical and bio-technology companies as well as academic and government institutions. Both of these operating segments provide services relating to the biological samples needed to advance non-clinical and clinical research, serving scientific and business operations functions. In a typical customer workflow, a biological sample is collected, processed and analyzed with results interpreted and used to make scientific judgements. Critical or valuable samples are then annotated and stored for many years in environments where they can be easily retrieved for additional study. These operating segments provide services across this workflow. Both of these operating segments offer services meeting the standards of Good Manufacturing Practices set forth by the U.S. Food and Drug Administration. 33
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three Months Ended March 31, | ​ | ​ | Six Months Ended March 31, | ​ |
| ​ | ​ | ​ | 2020 | ​ | ​ | 2019 | ​ | ​ | 2020 | ​ | 2019 |
| Revenue: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Brooks Semiconductor Solutions Group | ​ | $ | 124,923 | ​ | $ | 112,877 | ​ | $ | 243,734 | ​ | $ | 225,584 | ​ |
| Brooks Life Sciences | ​ | 95,304 | ​ | 85,513 | ​ | 186,993 | ​ | 152,173 | ​ |
| Total revenue | ​ | $ | 220,227 | ​ | $ | 198,390 | ​ | $ | 430,727 | ​ | $ | 377,757 | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Operating income: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Brooks Semiconductor Solutions Group | ​ | $ | 16,707 | ​ | $ | 18,903 | ​ | $ | 31,707 | ​ | $ | 36,166 | ​ |
| Brooks Life Sciences | ​ | 8,117 | ​ | 5,018 | ​ | 14,091 | ​ | 7,678 | ​ |
| Reportable segment adjusted operating income | ​ | ​ | 24,824 | ​ | ​ | 23,921 | ​ | ​ | 45,798 | ​ | ​ | 43,844 | ​ |
| Amortization of completed technology | ​ | ​ | 2,740 | ​ | ​ | 2,791 | ​ | ​ | 5,416 | ​ | ​ | 4,798 | ​ |
| Acquisition accounting impact on inventory contracts acquired | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 184 | ​ |
| Amortization of acquired intangible assets | ​ | ​ | 7,615 | ​ | ​ | 6,614 | ​ | ​ | 15,525 | ​ | ​ | 12,382 | ​ |
| Restructuring charges | ​ | ​ | 578 | ​ | ​ | 370 | ​ | ​ | 1,154 | ​ | ​ | 429 | ​ |
| Other unallocated corporate (income) expenses | ​ | ​ | ( 681 ) | ​ | ​ | 474 | ​ | ​ | ( 1,535 ) | ​ | ​ | 7,047 | ​ |
| Total operating income | ​ | ​ | 14,572 | ​ | ​ | 13,672 | ​ | ​ | 25,238 | ​ | ​ | 19,004 | ​ |
| Interest income | ​ | ​ | 137 | ​ | ​ | 316 | ​ | ​ | 836 | ​ | ​ | 739 | ​ |
| Interest expense | ​ | ​ | ( 718 ) | ​ | ​ | ( 8,018 ) | ​ | ​ | ( 1,455 ) | ​ | ​ | ( 13,308 ) | ​ |
| Loss on extinguishment of debt | ​ | ​ | — | ​ | ​ | ( 9,051 ) | ​ | ​ | — | ​ | ​ | ( 9,051 ) | ​ |
| Other expenses, net | ​ | ​ | ( 1,399 ) | ​ | ​ | ( 778 ) | ​ | ​ | ( 1,816 ) | ​ | ​ | ( 807 ) | ​ |
| Income (loss) before income taxes | ​ | $ | 12,592 | ​ | $ | ( 3,859 ) | ​ | $ | 22,803 | ​ | $ | ( 3,423 ) | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | Brooks | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | Semiconductor | ​ | Brooks | ​ | ​ | ​ | ​ |
| Assets: | ​ | ​ | ​ | ​ | Solutions Group | ​ | Life Sciences | ​ | ​ | Total | ​ |
| March 31, 2020 | ​ | ​ | ​ | ​ | $ | 275,754 | ​ | $ | 949,977 | ​ | $ | 1,225,731 | ​ |
| September 30, 2019 | ​ | ​ | ​ | ​ | 259,641 | ​ | ​ | 909,154 | ​ | 1,168,795 | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | March 31, | September 30, |
| ​ | ​ | 2020 | ​ | 2019 |
| Segment assets | $ | 1,225,731 | $ | 1,168,795 |
| Cash, cash equivalents, restricted cash, and marketable securities | ​ | 248,520 | ​ | 342,140 |
| Deferred tax assets | ​ | 5,080 | ​ | 5,064 |
| Total assets | ​ | $ | 1,479,331 | ​ | $ | 1,515,999 |

total receivables, at 10 %. There were no customers that accounted for more than 10% of its accounts receivable balance of the Company’s total receivables as of September 30, 2019. ​ 17. Commitments and ContingenciesLetters of CreditAs of March 31, 2020, the Company had approximately $ 1.2 million of letters of credit outstanding related primarily to customer advances and other performance obligations. These arrangements guarantee the refund of advance payments received from the Company’s customers in the event that the product is not delivered, or warranty obligations are not fulfilled in accordance with the contract terms. These obligations could be called by the beneficiaries at any time before the expiration date of the particular letter of credit if the Company fails to meet certain contractual requirements. None of these obligations were called during the three months ended March 31, 2020, and the Company currently does not anticipate any of these obligations to be called in the near future.Purchase CommitmentsAt March 31, 2020, the Company had non-cancellable commitments of $ 127.3 million, including purchase orders for inventory of $ 89 million, information technology related commitments of $ 21.7 million, China facility commitments of $ 16.6 million and no other commitments.ContingenciesThe 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. ​ 18. Subsequent Events DividendOn April 29, 2020 , the Company’s Board of Directors declared a cash dividend of $ 0.10 per share payable on June 26, 2020 to common stockholders of record as of June 5, 2020 . 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. ​35
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, describes principal factors affecting the results of our operations, financial condition and liquidity as well as our critical accounting policies and estimates that require significant judgment and thus have the most significant potential impact on our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Our MD&A is organized as follows:
| ● | Overview. This section provides a general description of our business and operating segments as well as a brief discussion and overall analysis of our business and financial performance, including key developments affecting the Company during the three and six months ended March 31, 2020 and 2019. |

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

| ● | Results of Operations. This section provides an analysis of our financial results for the three and six months ended March 31, 2020 compared to the three and six months ended March 31, 2019. |

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

You should read the MD&A in conjunction with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, the MD&A contains forward-looking statements that involve risks and uncertainties. You should read “Information Related to Forward-Looking Statements” below for a discussion of important factors that could cause our actual results to differ materially from our expectations.
In the fourth quarter of fiscal year 2018, we entered into a definitive agreement to sell our semiconductor cryogenics business to Edwards Vacuum LLC (a member of the Atlas Copco Group) for approximately $675.0 million in cash subject to customary adjustments. We originally acquired the semiconductor cryogenics business in 2005 as part of the acquisition of Helix Technology Corporation. On July 1, 2019, we completed the sale of the semiconductor cryogenics business for $675.0 million in cash, subject to adjustments for working capital and other items. As part of this sale, we transferred our intellectual property, or IP, for our cryogenics pump products, but not our IP related to our semiconductor automation or life sciences businesses. The semiconductor cryogenics business has been classified as discontinued operations and, unless otherwise noted, the description of our business and the results of operations in this MD&A relates solely to our continuing operations and does not include the operations of the semiconductor cryogenics business.
Impact of the COVID-19 Pandemic
During the COVID 19 pandemic, our facilities have remained operational with only required personnel on site, and the balance of employees working from home. Both business segments fall within the classification of an “Essential Critical Infrastructure Sector” as defined by the U.S. Department of Homeland Security and have continued operations during the COVID-19 pandemic. We have followed government guidance in each region and have implemented Center for Disease Control social distancing guidelines and other best practices to protect the health and safety of our employees. In the Life Sciences business, GENEWIZ and Sample Management operations are accepting customer orders for all of their offerings and are fast tracking customer requests which support research and development and testing related to the COVID-19 virus. The Semiconductor Solutions business continues to supply critical chip manufacturing equipment and support services globally. Our year-to-date financial results have only been modestly affected by the COVID-19 pandemic and a portion of this impact has been mitigated by realignment of resources and by addressing the incremental orders related to virus research. The future impacts on our financial results will depend on multiple variables which are not fully determinable as the full impact of the pandemic will depend on the depth of the
36
effects which the pandemic has on the economy and markets which we serve. The variables are many, but fundamentally include the negative effect on demand from our customers, the degree if any that the supply chain may be constrained to support our delivery of product, as well as the amount of incremental demand caused by research and treatments in the areas of COVID-19 or related threats. ​Information Related to Forward-Looking StatementsThis Quarterly Report on Form 10-Q contains statements that are, or may be considered to be, forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. These statements may be identified by such forward-looking terminology as “expect,” “estimate,” “intend,” “believe,” “anticipate,” “may,” “will,” “should,” “could,” “continue,” “likely” or similar statements or variations of such terms. Forward-looking statements include, but are not limited to, statements that relate to our future revenue, margins, costs, earnings, profitability, product development, demand, acceptance and market share, competitiveness, market opportunities and performance, levels of research and development, the success of our marketing, sales and service efforts, outsourced activities, operating expenses, anticipated manufacturing, customer and technical requirements, the ongoing viability of the solutions that we offer and our customers’ success, tax expenses, our management’s plans and objectives for our current and future operations and business focus, the impact of the COVID-19 pandemic, the expected benefits and other statements relating to our divestitures and acquisitions, the material weaknesses identified in our internal control over financial reporting, including the impact thereof and our remediation plan, our adoption of the newly issued accounting guidance, the levels of customer spending, general economic conditions, the sufficiency of financial resources to support future operations, and capital expenditures. Such statements are based on current expectations and involve risks, uncertainties and other factors which may cause the actual results, our performance or our achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include the Risk Factors which are set forth in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, or the 2019 Annual Report on Form 10-K, and which are incorporated herein by reference , as updated and/or supplemented in subsequent filings with the U.S. Securities and Exchange Commission, or SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on information currently and reasonably known to us. We do not undertake any obligation to release revisions to these forward-looking statements, which may be made to reflect events or circumstances that occur after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence or effect of anticipated or unanticipated events. Precautionary statements made herein should be read as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report on Form 10-Q. Any additional precautionary statements made in our 2019 Annual Report on Form 10-K should be read as being applicable to all related forward-looking statements whenever they appear in this Quarterly Report on Form 10-Q.Unless the context indicates otherwise, references in this Quarterly Report on Form 10-Q to "we", "us", "our" and "the Company" refer to Brooks Automation, Inc. and its subsidiaries.OVERVIEWWe are a leading provider of semiconductor manufacturing automation solutions and life science sample-based services and solutions worldwide. In the semiconductor manufacturing market, we have been a provider of precision robotics, integrated automation systems and services for more than 40 years. In the life sciences market, we apply our automation and cryogenics expertise to offer a full suite of sample-based services and products, including a full line of cold chain management solutions for handling and storing biological and chemical compound samples used in areas such as drug development, clinical research and advanced cell therapies. We are also a global provider of gene sequencing and gene synthesis services. We believe our leadership positions and our global support capability in each of these markets make us a valued business partner to the largest semiconductor capital equipment device makers, and pharmaceutical and life science research institutions in the world. In total, we employ approximately 3,000 full-time employees worldwide and have sales in more than 50 countries. We are headquartered in Chelmsford, Massachusetts and have operations in North America, Asia, and Europe. 37
In the semiconductor capital equipment market, equipment productivity and availability are critical factors for our customers, who typically operate equipment under demanding temperature and/or pressure environments. We are a leader in wafer handling automation and contamination controls solutions and services that are designed to improve throughput, yield, and cost of ownership of tools in semiconductor fabs. Our product offerings include vacuum and atmospheric robots, turnkey vacuum and atmospheric wafer handling systems, as well as wafer carrier cleaning and reticle storage systems. We also capture the complete life cycle of value through our global service network of expert application and field engineers who are located close to our customers. Our services include rapid refurbishment of robots to stringent specifications, upgrades to improve equipment productivity, and proactive monitoring and diagnostics for predictive risk management and improved up-time of the installed base. Although the demand for semiconductors and semiconductor manufacturing equipment is cyclical resulting in periodic expansions and contractions, we expect the semiconductor equipment market to remain one of our principal markets as we continue making investments to maintain and grow our semiconductor product and service offerings. A majority of our research and development spending advances our current product lines and drives innovations for new product offerings. We invest in research and development initiatives within the Brooks Semiconductor Solutions Group segment to maintain continued leadership position in the markets we serve. We launched our newest Vacuum Automation platform, MagnaTran LEAP™ for the rapidly emerging advanced technologies related to manufacturing 10 nanometer and below design rule semiconductor chips. MagnaTran LEAP™ is well positioned to deliver clean, accurate and fast wafer transport available for the fast-growing Deposition and Etch markets. In addition, we expect to continue to support and expand our technology and product offerings for the semiconductor market through acquisitions. In fiscal year 2018, we acquired Tec-Sem Group AG, or Tec-Sem, a Switzerland-based provider of semiconductor fabrication automation equipment with a focus on reticle management. The acquisition is expected to enhance our contamination controls solutions offerings.In the life sciences sample management market, we utilize our core technology competencies and capabilities in automation and cryogenics to provide comprehensive bio-sample management solutions to a broad range of end markets within the life sciences industry. Our offerings include automated ultra-cold storage freezers, consumable sample storage containers, instruments which assist in the workflow of sample management, and both on-site and off-site full sample management services. We expect the life sciences sample management market to remain one of our principal markets for our product and service offerings and provide favorable opportunities for the growth of our overall business. Over the past several years, we have acquired and developed essential capabilities required to strategically address the sample management needs across multiple end markets within the life sciences industry. In October 2017, we acquired all of the outstanding capital stock of 4titude Limited, or 4titude, a U.K.-based manufacturer of scientific consumables for biological sample materials used in a variety of genomic and DNA analytical applications. The acquisition has expanded our existing offerings of consumables and instruments within the Brooks Life Sciences segment. In April 2018, we acquired BioSpeciMan Corporation, a Canadian provider of storage services for biological sample materials. The acquisition has expanded customer relationships and geographic reach within our growing sample management storage services business. On November 15, 2018, we acquired GENEWIZ Group, or GENEWIZ, a leading global genomics service provider headquartered in South Plainfield, New Jersey. GENEWIZ is a global leader in genomics services that enable research scientists to advance their discoveries within the pharmaceutical, academic, biotechnology, agriculture and other markets. GENEWIZ provides gene sequencing and synthesis services for more than 4,000 institutional customers worldwide supported by their global network of laboratories spanning the United States, China, Japan, Germany, France and the United Kingdom. This transaction has added a new and innovative platform which we expect to leverage, along with our core capabilities, to add even more value to samples under our care. Please refer to Note 4, “Acquisitions” to the Company's consolidated financial statements included in the 2019 Annual Report on Form 10-K for further information on these transactions. On February 11, 2020, we acquired RURO, Inc. or RURO, a laboratory software company based in Frederick, Maryland. The acquisition will enable us to offer enhanced onsite and off-site management of biological sample inventories as well as integration solutions to our customers. Since entering the life sciences industry, we have also strengthened and broadened our product portfolio and market reach by investing in internal product development and sales and marketing infrastructure. We expect to continue investing in research and development and making strategic acquisitions and other investments with the objective of expanding our offerings in the life sciences sample management market. 38
Business and Financial PerformanceThree Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019Results of Operations - Revenue for the three months ended March 31, 2020 increased 11% to $220.2 million, as compared to the corresponding period of the prior fiscal year. Gross margin was 41.0% for the three months ended March 31, 2020, as compared to 40.6% for the corresponding period of the prior fiscal year, an increase in gross profit of $9.8 million. Operating expenses were $75.7 million during the three months ended March 31, 2020, as compared to $66.8 million during the corresponding period of the prior fiscal year, an increase of $8.9 million. Operating income was $14.6 million during the second quarter of fiscal year 2020, as compared to $13.7 million for the corresponding period of the prior fiscal year. Income from continuing operations was $9.2 million for the second quarter of fiscal year 2020, as compared to a loss of $2.8 million for the corresponding period of the prior fiscal year. The prior year fiscal period included a loss on extinguishment of debt of $9.1 million. Six Months Ended March 31, 2020 Compared to Six Months Ended March 31, 2019Results of Operations - Revenue for the six months ended March 31, 2020 increased by 14% to $430.7 million, as compared to the corresponding period of the prior fiscal year. Gross margin was 40.7% for the six months ended March 31, 2020, as compared to 40.4% for the corresponding period of the prior fiscal year, an increase in gross profit of $22.7 million. Operating expenses were $150.0 million during the six months ended March 31, 2020, as compared to $133.6 million during the corresponding period of the prior fiscal year, an increase of $16.4 million. Operating income was $25.2 million during the six months ended March 31, 2020, as compared to $19.0 million for the corresponding period of the prior fiscal year. Income from continuing operations was $22.4 million for the six months ended March 31, 2020, as compared to $3.4 million for the corresponding period of the prior fiscal year. The prior year fiscal period included a loss on extinguishment of debt of $9.1 million. March 31, 2020 Compared to September 30, 2019Cash Flows and Liquidity - Cash, cash equivalents, restricted cash and marketable securities were $248.5 million at March 31, 2020, as compared to $342.1 million at September 30, 2019. The decrease in cash and cash equivalents and marketable securities of $93.6 million from September 30, 2019 was primarily attributable to cash outflows from operating activities of $40.1 million. Cash outflows from operating activities was comprised of $91.5 million of cash taxes paid for the gain on the sale of the semiconductor cryogenics business and $3.5 million of cash used for operating activities, partially offset by $54.9 million of earnings, comprised of $22.2 million of net income and $32.8 million of adjustments to net income for non-cash items. Also contributing to the decrease in cash, cash equivalents, restricted cash and marketable securities were cash outflows for capital expenditures of $21.2 million, $15.7 million for acquisitions and dividend payments of $14.7 million. CRITICAL ACCOUNTING POLICIES AND ESTIMATESOur unaudited consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles, or GAAP. The preparation of the interim consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue, intangible assets, goodwill, inventories, income taxes, and stock-based compensation. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances. We evaluate current and anticipated worldwide economic conditions, both in general and specifically in relation to the semiconductor and life science industries, that serve as a basis for making judgments about the carrying values of assets and liabilities that are not readily determinable based on information from other sources. Actual results may differ from these estimates under different assumptions or conditions that could have a material impact on our financial condition and results of operations.For further information with regard to our significant accounting policies and estimates, please refer to Note 2, "Summary of Significant Accounting Policies" in the Notes to the unaudited consolidated financial statements included 39
in Item 1 "Consolidated Financial Statements" of this Quarterly Report on Form 10-Q and in the Notes to our audited consolidated financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in our 2019 Annual Report on Form 10-K.Recently Issued Accounting PronouncementsFor a summary of recently issued accounting pronouncements applicable to our unaudited consolidated financial statements, please refer to Note 2, "Summary of Significant Accounting Policies" in the Notes to the unaudited consolidated financial statements included in Item 1 "Consolidated Financial Statements" of this Quarterly Report on Form 10-Q. RESULTS OF OPERATIONSThree and Six Months Ended March 31, 2020 Compared to Three and Six Months Ended March 31, 2019Revenue We reported revenue of $220.2 million for the three months ended March 31, 2020, compared to $198.4 million for the corresponding period of the prior fiscal year, an increase of $21.8 million, or 11%. We reported revenue of $430.7 million for the six months ended March 31, 2020, compared to $377.8 million for the corresponding period of the prior fiscal year, an increase of $53.0 million, or 14%. We estimate that the impact of the COVID-19 pandemic on our revenue for the three and six months ended March 31, 2020, was a net reduction of revenue of approximately $8 million.Our Brooks Semiconductor Solutions Group segment reported revenue of $124.9 million for the three months ended March 31, 2020, compared to $112.9 million for the corresponding period of the prior fiscal year, an increase of $12.0 million, or 11%. For the six months ended March 31, 2020, our Brooks Semiconductor Solutions Group segment reported revenue of $243.7 million, compared to $225.6 million for the corresponding period of the prior fiscal year, an increase of $18.2 million, or 8%. During the three months ended March 31, 2020 as compared to the corresponding period of the prior fiscal year, we reported an increase in contamination control solutions revenue of $15.4 million, robots revenue of $6.6 million and services of $0.3 million, partially offset by a decrease in automation systems revenue of $10.3 million. During the six months ended March 31, 2020 as compared to the corresponding period of the prior fiscal year, we reported an increase in contamination control solutions revenue of $31.8 million and robots of $9.2 million, partially offset by decreases in automation systems revenue of $22.3 million and service revenue of $0.5 million. We estimate the impact of the COVID-19 pandemic on our revenue for the three and six months ended March 31, 2020, was a net reduction of revenue of approximately $5 million, primarily due to temporary supply chain constraints for our automation systems and robots product lines. The semiconductor markets are cyclical and may fluctuate significantly from quarter to quarter. Demand for our Brooks Semiconductor Solutions Group products and services is affected by these cycles and a prolonged effect of the COVID-19 pandemic could negatively impact demand for our products and services in this segment. Our Brooks Life Sciences segment reported revenue of $95.3 million for the three months ended March 31, 2020 compared to $85.5 million for the corresponding period of the prior fiscal year. The increase of $9.8 million, or 11%, was composed $8.1 million from GENEWIZ sequencing and gene synthesis services and $1.7 million from Sample Management, which was primarily driven by higher B3 cryo systems and sample management services, partially offset by lower revenue from automated systems. For the six months ended March 31, 2020, our Brooks Life Sciences segment reported revenue of $187.0 million, compared to $152.2 million for the corresponding period of the prior fiscal year. The increase of $34.8 million, or 23%, was composed of $20.4 million from acquisitions, and $14.4 million from internal growth, principally in GENEWIZ sequencing and gene synthesis services, B3 cryo systems, consumables and instruments and sample management services. We estimate the impact of the COVID-19 pandemic on our revenue for the three and six months ended March 31, 2020, was a net reduction of approximately $3 million. The impact of the COVID-19 pandemic on our revenue is primarily attributable to a slow-down in the marketplace, reflecting the absence of a portion of the workforces within our customers. This slow-down in the second fiscal quarter of 2020 was first present in the China market and began surfacing in the rest of the world in the latter part of March 40
2020. Partially offsetting these declines, we have experienced an increase in demand for genomic services and sample management consumables and storage services, in support of numerous activities including research and development in the areas of virus detection and vaccines.Revenue generated outside the United States was $135.1 million, or 61% of total revenue, for the three months ended March 31, 2020, compared to $115.7 million, or 58% of total revenue, for the corresponding period of the prior fiscal year. Revenue generated outside the United States was $265.9 million, or 62% of total revenue, for the six months ended March 31, 2020, compared to $227.0 million, or 60% of total revenue, for the corresponding period of the prior fiscal year. We had one customer that accounted for more than 10% of our consolidated revenue for the three and six months ended March 31, 2020. We had no customers that accounted for more than 10% of our consolidated revenue for each of the three and six months ended March 31, 2019. Operating IncomeWe reported operating income of $14.6 million for the three months ended March 31, 2020, compared to $13.7 million for the three months ended March 31, 2019. The increase of 7% is driven by higher revenue and gross profit, partially offset by an increase in both research and development expenses and selling, general and administrative expenses compared to the three months ended March 31, 2019. Drivers of the increases to research and development and selling, general and administrative expenses are described below. During the six months ended March 31, 2020, we reported operating income of $25.2 million, compared to $19.0 million for the corresponding period of the prior fiscal year. We estimate that the impact of the COVID-19 pandemic on operating income was a net reduction of approximately $3 million.Operating income for our Brooks Semiconductor Solutions Group segment was $16.0 million for the three months ended March 31, 2020, compared to $18.0 million for the corresponding period of the prior fiscal year. Operating income for the three months ended March 31, 2020 included $0.7 million of charges for amortization related to completed technology, as compared to $0.9 million incurred during the corresponding period of the prior fiscal year. Adjusted operating income for our Brooks Semiconductor Solutions Group segment, which excludes the charges mentioned above, was $16.7 million for the three months ended March 31, 2020, compared to $18.9 million for the corresponding period of the prior fiscal year. Operating income for our Brooks Semiconductor Solutions Group segment was $30.3 million for the six months ended March 31, 2020 compared to $34.1 million for the corresponding period of prior fiscal year. Operating income for the six months ended March 31, 2020 included $1.5 million of charges for amortization related to completed technology, as compared to $1.9 million incurred during the corresponding period of the prior fiscal year. The six months ended March 31, 2019 also includes inventory step-up charges of $0.2 million. Adjusted operating income for our Brooks Semiconductor Solutions Group segment, which excludes the charges mentioned above, was $31.7 million for the six months ended March 31, 2020, compared to $36.2 million for the corresponding period of the prior fiscal year. Please refer to Note 15. “Segment Information”.Operating income for our Brooks Life Sciences segment was $6.1 million for the three months ended March 31, 2020, compared to $3.1 million for the corresponding period of the prior fiscal year. Operating income for our Brooks Life Sciences segment includes charges for amortization related to completed technology of $2.0 million and $1.9 million for the three months ended March 31, 2020 and 2019, respectively. Adjusted operating income for our Brooks Life Sciences segment, which excludes the charges mentioned above, was $8.1 million for the three months ended March 31, 2020, compared to $5.0 million for the corresponding period of the prior fiscal year. During the six months ended March 31, 2020, operating income for our Brooks Life Sciences segment was $10.1 million, compared to $4.7 million for the corresponding period of the prior fiscal year. Operating income for our Brooks Life Sciences segment includes charges for amortization related to completed technology of $4.0 million and $2.9 million for the six months ended March 31, 2020 and 2019, respectively. Adjusted operating income for our Brooks Life Sciences segment, which excludes the charges mentioned above, was $14.1 million for the six months ended March 31, 2020, compared to $7.7 million the corresponding period of the prior fiscal year. Please refer to Note 15, “Segment Information”.Gross Margin41
We reported gross margins of 41.0% for the three months ended March 31, 2020, compared to 40.6% for the corresponding period of the prior fiscal year. Gross margin increased in the Brooks Life Sciences segment by 3.3 percentage points partially offset by declines in the Brooks Semiconductor Solutions Group segment by 1.8 percentage points in the second quarter of fiscal year 2020, compared to the corresponding period of the prior fiscal year. Cost of revenue for the three months ended March 31, 2020, included $2.7 million of charges related to amortization of completed technology, as compared to $2.8 million during the corresponding period of the prior fiscal year. Excluding the amortization of completed technology, margins expanded 0.2 percentage points during the three months ended March 31, 2020, as compared to the corresponding period of the prior fiscal year. During the six months ended March 31, 2020, we reported gross margins of 40.7%, compared to 40.4% for the corresponding period of the prior fiscal year. Gross margin increased in the Brooks Life Sciences segment by 3.1 percentage points partially offset by declines in the Brooks Semiconductor Solutions Group segment by 1.8 percentage points in the six months ended March 31, 2020, compared to the corresponding period of the prior fiscal year. Cost of revenue for the six months ended March 31, 2020, included $5.4 million of charges related to amortization of completed technology, as compared to $4.8 million during the corresponding period of the prior fiscal year. The results for the six months ended March 31, 2019 included $0.2 million of charges related to the inventory step-up in purchase accounting. Excluding the amortization of completed technology and inventory step-up charges, margins expanded 0.2 percentage points during the six months ended March 31, 2020, as compared to the corresponding period of the prior fiscal year. Our Brooks Semiconductor Solutions Group segment reported gross margins of 38.9% for the three months ended March 31, 2020, as compared to 40.7% for the corresponding period of the prior fiscal year. Cost of revenue for the three months ended March 31, 2020 included $0.7 million of charges for amortization related to completed technology, as compared to $0.9 million incurred during the corresponding period of the prior fiscal year. Excluding the impact of the amortization of completed technology, gross margins declined 2.0 percentage points during the three months ended March 31, 2020, as compared to the corresponding period of the prior fiscal year. During the six months ended March 31, 2020, our Brooks Semiconductor Solutions Group segment reported gross margins of 39.0%, as compared to 40.7% for the corresponding period of the prior fiscal year. For both periods reported, the decrease in gross margin percentage is driven by the mix of product sales, partially offset by product cost reductions. Cost of revenue for the six months ended March 31, 2020 included $1.5 million of charges for amortization related to completed technology, as compared to $1.9 million incurred during the corresponding period of the prior fiscal year. The results for the six months ended March 31, 2019 also included $0.2 million of charges related to the inventory step-up in purchase accounting. There were no such changes in the corresponding fiscal 2020 period. Excluding the impact of the amortization of completed technology and the charges related to the inventory step-up, gross margins declined 2.1 percentage points during the six months ended March 31, 2020, as compared to the corresponding period of the prior fiscal year.Our Brooks Life Sciences segment reported gross margins of 43.7% for the three months ended March 31, 2020, as compared to 40.4% for the corresponding period of the prior fiscal year. The increase during the 2020 period was due to improved performance in our large automated stores production and installations. Cost of revenue for the three months ended March 31, 2020 included $2.0 million of charges for amortization related to completed technology, as compared to $1.9 million incurred during the corresponding period of the prior fiscal year. Excluding the impact of the amortization of completed technology, margins expanded 3.3 percentage points during the three months ended March 31, 2020, as compared to the corresponding period of the prior fiscal year. During the six months ended March 31, 2020, our Brooks Life Sciences segment reported gross margins of 43.0%, as compared to 39.9% for the corresponding period of the prior fiscal year. The increase during this period was due to a higher margin revenue mix from GENEWIZ as well as improvements in margin performance in our automated stores. Cost of revenue for the six months ended March 31, 2020 included $4.0 million of charges for amortization related to completed technology, as compared to $2.9 million incurred during the corresponding period of the prior fiscal year. Excluding the impact of the amortization of completed technology, margins expanded 3.3 percentage points during the six months ended March 31, 2020, as compared to the corresponding period of the prior fiscal year.Research and Development Research and development expenses were $15.3 million and $29.7 million, respectively, during the three and six months ended March 31, 2020, as compared to $14.1 million and $27.2 million, respectively, during the corresponding periods of the prior fiscal year. The increase of $1.2 million during the second quarter of fiscal year 2020 as compared to 42
the corresponding period of fiscal year 2019 reflects higher expense of $1.3 million within the Brooks Semiconductor Solutions Group segment, partially offset by a $0.1 million decrease within the Brooks Life Sciences segment. The increase of $2.5 million during the six months ended March 31, 2020 as compared to the corresponding period of fiscal year 2019 reflects higher expense of $2.3 million within the Brooks Semiconductor Solutions Group segment and a $0.2 million increase within the Brooks Life Sciences segment.Research and development expenses in our Brooks Semiconductor Solutions Group segment were $10.8 million and $21.0 million, respectively, during the three and six months ended March 31, 2020, as compared to $9.5 million and $18.7 million, respectively, during the corresponding periods of the prior fiscal year. Higher research and development expenses during the second quarter of fiscal 2020 over the corresponding prior period were primarily attributable to increased employee related costs of $0.9 million, outside services of $0.4 million and project spending of $0.2 million, partially offset by lower facilities related costs. Higher research and development expenses during the six months ended March 31, 2020 over the corresponding prior period were primarily attributable to increased employee related costs of $1.4 million, outside services of $0.7 million and project spending of $0.3 million, partially offset by lower facilities costs. Research and development expenses in our Brooks Life Sciences segment were $4.5 million and $8.8 million, respectively, during the three and six months ended March 31, 2020, as compared to $4.6 million and $8.6 million, respectively, during the corresponding periods of the prior fiscal year. The decrease in research and development costs for the three months ended March 31, 2020 compared to the prior year period was due to lower employee related costs. The six months ended March 31, 2020 included an incremental $1.1 million of costs related to GENEWIZ which was acquired in November of 2018 and an additional $0.2 million of costs related to RURO, which was acquired in February 2020. These increases were partially offset by lower employee related costs of $0.9 million, project spending of $0.2 million and outside services of $0.2 million. Selling, General and Administrative Selling, general and administrative expenses were $59.8 million and $119.2 million, respectively, during the three and six months ended March 31, 2020, as compared to $52.4 million and $105.9 million, respectively, during the corresponding periods of the prior fiscal year. During the three months ended March 31, 2020, the increase of $7.4 million was due to increased expenses of $4.3 million within the Brooks Life Sciences segment and increased expenses of $3.3 million within the Brooks Semiconductor Solutions Group segment, partially offset by a reduction in corporate related expenses of $0.2 million. During the six months ended March 31, 2020, the increase of $13.2 million was due to increased expenses of $14.1 million within the Brooks Life Sciences segment and increased expenses of $4.6 million within the Brooks Semiconductor Solutions Group segment, partially offset by a reduction in corporate related expenses of $5.5 million. The reduction in corporate related expenses was primarily attributed to decreased merger and acquisition costs of $5.9 million which are not allocated to our segments, partially offset by audit and legal costs which increased $4.2 million compared to the prior year.Selling, general, and administrative expenses in our Brooks Semiconductor Solutions Group segment were $21.8 million and $43.7 million, respectively, for the three and six months ended March 31, 2020, as compared to $18.5 million and $39.1 million, respectively, for the corresponding periods of the prior fiscal year. The increase of $3.3 million during the three months ended March 31, 2020 over the corresponding prior period is primarily related to higher corporate allocated costs. The increase of $4.6 million during the six months ended March 31, 2020 over the corresponding prior period is primarily related to higher corporate allocated costs.Selling, general, and administrative expenses in our Brooks Life Sciences segment were $31.0 million and $61.4 million, respectively, for the three and six months ended March 31, 2020, compared to $26.8 million and $47.4 million, respectively, for the corresponding periods of the prior fiscal year. For both the three and six months ended March 31, 2020, the increase was primarily related to GENEWIZ, which was acquired in November of 2018 and added an incremental $5.1 million of expense both periods as compared to the same periods in the prior year, as well as, higher corporate allocated costs. 43
Restructuring Charges We recorded restructuring charges of $0.6 million and $1.2 million, respectively, during the three and six months ended March 31, 2020, as compared to $0.4 million during each of the corresponding periods in the prior year. Restructuring charges for the three months ended March 31, 2020 consisted of $0.3 million related to corporate restructuring actions and $0.3 million in the Brooks Life Sciences segment related to the action initiated in the fourth quarter of fiscal year 2019 to eliminate costs within the segment’s Sample Management business. Cost savings realized during the three months ended March 31, 2020 included nominal amount related to the corporate actions and $0.6 million related to the actions in the Brooks Life Sciences segment. Restructuring charges for the six months ended March 31, 2020 consisted of $0.6 million related to corporate restructuring actions and $0.6 million in the Brooks Life Sciences segment related to the action initiated in the fourth quarter of fiscal year 2019 to eliminate costs within the segment’s Sample Management business. Cost savings realized during the six months ended March 31, 2020 related to these actions were the $0.9 million in Brooks Life Sciences segment.Non-Operating Income (Expenses)Interest income - During the three and six months ended March 31, 2020, we recorded interest income of $0.1 million and $0.8 million, respectively, as compared to $0.3 million and $0.7 million, respectively, during the corresponding periods of the prior fiscal year. Interest expense - During the three and six months ended March 31, 2020, we recorded interest expense of $0.7 million and $1.5 million, respectively, as compared to $8.0 million and $13.3 million, respectively, during corresponding periods of the prior fiscal year. The decrease in interest expense in the current periods compared to the three and six months ended March 31, 2019 is due to carrying less debt in the current period. We extinguished $495.3 million of debt during the fourth quarter of fiscal year 2019. Loss on extinguishment of debt - During the three and six months ended March 31, 2019, we recorded a loss on extinguishment of debt of $9.1 million in connection with the syndication of the $350.0 million term loan secured during the first quarter of fiscal 2019. The syndication to a new group of lenders during the second quarter of fiscal 2019 met the criteria of a debt extinguishment and therefore the amortization of the deferred financing costs associated with the origination of the loan was accelerated and recorded as a loss on extinguishment of debt on our statement of operations.Other expenses, net - During the three and six months ended March 31, 2020, we recorded other expenses, net of $1.4 million and $1.8 million, respectively, compared to $0.8 million during each of the corresponding periods of the prior fiscal year. The increase in other expenses, net for both the three and six months ended March 31, 2020, as compared to the corresponding prior year periods is related to foreign currency exchange losses. Income Tax ProvisionWe recorded an income tax provision of $3.4 million and $0.4 million, respectively, during the three and six months ended March 31, 2020. The tax expense for the three months ended March 31, 2020 was primarily driven by the provision on earnings from operations during the period. During the quarter ended March 31,2020, we recorded a $0.3 million discrete stock compensation windfall benefit for tax deductions that exceeded the associated compensation expense in the period. The tax provision for the six months ended March 31, 2020 was primarily driven by the provision on earnings from operations during the period, which was offset by a $6.1 million discrete stock compensation windfall benefit for tax deductions that exceeded the associated compensation expense in the period. During the six months ended March 31, 2020, we also recorded a discrete benefit of $0.5 million from a reduction of deferred tax liabilities related to the extension of a tax rate incentive in China.We recorded an income tax benefit of $1.0 million and $6.9 million, respectively, during the three and six months ended March 31, 2019. The tax benefit for the three months ended March 31, 2019 was driven by U.S. losses during the period and includes a $0.4 million benefit from stock compensation windfalls. Partially offsetting these benefits was a discrete expense related to interest accruing on uncertain tax positions. The tax benefit for the six months ended March 31, 2019 was primarily driven by discrete benefits related to stock compensation windfalls of $4.1 million for tax 44
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | March 31, 2020 | September 30, 2019 |
| Cash and cash equivalents | ​ | $ | 242,274 | ​ | $ | 301,642 | ​ |
| Restricted cash | ​ | ​ | 3,529 | ​ | ​ | 3,529 | ​ |
| Short-term marketable securities | ​ | 162 | ​ | 34,124 | ​ |
| Long-term marketable securities | ​ | 2,555 | ​ | 2,845 | ​ |
| ​ | ​ | $ | 248,520 | ​ | $ | 342,140 | ​ |

million and $37.0 million, respectively. Our marketable securities are generally readily convertible to cash without an adverse impact.Six Months Ended March 31, 2020 Compared to Six Months Ended March 31, 2019OverviewCash, cash equivalents, restricted cash and marketable securities were $248.5 million at March 31, 2020, as compared to $342.1 million at September 30, 2019. The decrease of $93.6 million from September 30, 2019 was primarily attributable to cash outflows generated from operating activities of $40.1 million. Cash outflows from operating activities was comprised of $91.5 million of cash taxes paid for the gain on the sale of the semiconductor cryogenics business and $3.5 million of cash used for operating activities, partially offset by $54.9 million of earnings, comprised of $22.2 million of net income and $32.8 million of adjustments to net income for non-cash items. Also contributing to the decrease in cash, cash equivalents, restricted cash and marketable securities were cash outflows for capital expenditures of $21.2 million, $15.7 million for acquisitions and dividend payments of $14.7 million. Operating ActivitiesCash flows from operating activities can fluctuate significantly from period to period as earnings, working capital needs and the timing of payments for income taxes, restructuring activities and other operating charges impact reported cash flows.Cash used in operating activities was $40.1 million during the six months ended March 31, 2020, comprised primarily of $91.5 million of cash taxes paid for the gain on the sale of the semiconductor cryogenics business and a use of cash of $3.5 million related to changes in our operating assets and liabilities partially offset by $54.9 million of earnings, comprised of $22.2 million of net income, and $32.8 million adjustments to net income for non-cash items. The changes in operating assets and liabilities that resulted in a use of cash consisted primarily of an increase in inventory levels. These uses of cash were partially offset by an increase in accrued expenses and other liabilities and increased accounts payable. Cash provided by operating activities was $22.2 million during the six months ended March 31, 2019, comprised primarily of earnings of $48.0 million, including net income of $17.8 million and the impact of non-cash related charges of $30.2 million. Partially offsetting these items were the uses of cash of $25.8 million related to the changes in our operating assets and liabilities. Investing ActivitiesCash flows used in investing activities consist primarily of cash used for acquisitions, capital expenditures and purchases of marketable securities as well as cash proceeds generated from sales and maturities of marketable securities. Cash used in investing activities was $4.0 million during the six months ended March 31, 2020. Cash used in investing activities during the six months ended March 31, 2020 included cash outflows for capital expenditures of $21.2 million, $15.7 million for the acquisition of RURO, and $10.8 million for the purchases of marketable securities. These outflows were partially offset by cash inflows from the maturities and sales of marketable securities of $44.7 million. Cash used in investing activities of $402.2 million during the six months ended March 31, 2019 included cash outflow of $442.7 million for the acquisition of GENEWIZ, $9.7 million of capital expenditures, and $1.3 million for the purchases of marketable securities, partially offset by cash inflows from the proceeds of sales and maturities of marketable securities of $51.5 million.Financing ActivitiesCash outflows for financing activities was $13.5 million during the six months ended March 31, 2020. Cash outflows for financing activities during the six months ended March 31, 2020 included cash outflows for cash dividend payments of $14.7 million. Cash provided by financing activities was $320.0 million during the six months ended March 31, 2019. Cash provided by financing activities during the six months ended March 31, 2019 included net cash inflows of $334.1 million primarily related to net proceeds from the incremental term loan secured in November 2018 and the syndication of the incremental term loan in February 2019, partially offset by cash dividend payments of $14.4 million. 46
China FacilityIn April 2019, we committed to construct a facility in Suzhou China, to consolidate the Suzhou operations of the GENEWIZ business and provide an infrastructure to support future growth. The facility will be constructed in two phases. We expect to incur $50.0 to $55.0 million of capital expenditures related to this facility over the next five years, of which up to $15.0 million is expected to be incurred during 2020. We have incurred $3.0M of capital expenditures to date related to the construction of the facility, which includes $1.0 million and $2.3 million for the three and six months ended March 31, 2020. ​Capital ResourcesTerm LoansOn October 4, 2017, we entered into a $200.0 million term loan with Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC pursuant to the terms of a credit agreement with the lenders. The term loan was issued at $197.6 million, or 98.8% of its par value, resulting in a discount of $2.4 million, or 1.2%, which represented loan origination fees paid at the closing. The loan principal amount may be increased by an aggregate amount equal to $75.0 million plus any voluntary repayments of the term loan plus any additional amount such that our secured leverage ratio is less than 3.00 to 1.00. The term loan matures and becomes fully payable on October 4, 2024. Installment principal payments equal to 0.25% of the initial principal amount of the term loan are payable on the last day of each quarter, with any remaining principal amount becoming due and payable on the maturity date. Subject to certain conditions stated in the credit agreement, we may redeem the term loan at any time at our option without a significant premium or penalty, except for a repricing transaction, as defined in the credit agreement. We are required to redeem the term loan at the principal amount then outstanding upon the occurrence of certain events, as set forth in the credit agreement. On November 15, 2018, we entered into an incremental amendment to the credit agreement under which we obtained an incremental term loan in an aggregate principal amount of $350.0 million, issued at $340.5 million. The proceeds of the incremental term loan were used to pay a portion of the purchase price for our acquisition of GENEWIZ. On February 15, 2019, we entered into the second amendment to the credit agreement and syndicated the incremental term loan to a group of new lenders. The syndicated incremental term loan was issued at $345.2 million. Except as provided for in the amendments, the incremental term loan was subject to the same terms and conditions of the initial term loan. On July 1, 2019, in connection with the completion of the sale of our semiconductor cryogenics business, we used $348.3 million of the cash proceeds from the transaction to extinguish the outstanding balance at July 1, 2019 of the incremental term loan and $147.0 million of the cash proceeds from the transaction to extinguish a portion of the outstanding balance at July 1, 2019 of the term loan. The total amount of debt extinguished on July 1, 2019 was $495.3 million. The credit agreement, as amended, contains certain customary representations and warranties, covenants and events of default. As of March 31, 2020, we were in compliance with all covenants and conditions under the credit agreement, as amended. In connection with our acquisition of GENEWIZ in November 2018, we assumed three five-year term loans and two one-year term loans. At March 31, 2020, we had an aggregate outstanding principal balance of $1.3 million under the three five-year term loans. The two one-year short term loans matured and were repaid in full as of September 30, 2019. At March 31, 2020, the aggregate outstanding principal balance of all of the outstanding term loans was $50.8 million, excluding unamortized deferred financing costs of $0.5 million. Borrowings under the term loans bear variable interest rates. As a result, we may experience exposure to interest rate risk due to the potential volatility associated with the variable interest rates on the term loans. If rates increase, we may be subject to higher costs of servicing the loans 47
which could reduce our profitability and cash flows. During the six months ended March 31, 2020, the weighted average stated interest rate on the term loans was 4.5%. During the six months ended March 31, 2020, we incurred aggregate interest expense of $1.2 million on the term loans, including $0.1 million of deferred financing costs amortization. Our debt service requirements are expected to be funded through our existing sources of liquidity and operating cash flows.Line of CreditFacility We maintain a revolving line of credit under a credit agreement with Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A. that provides for revolving credit facility of up to $75.0 million, subject to borrowing base availability, as defined in the credit agreement. The line of credit matures on October 4, 2022. The proceeds from the line of credit are available for permitted acquisitions and general corporate purposes. As of March 31, 2020, we had approximately $44.7 million available for borrowing under the line of credit. There were no amounts outstanding pursuant to the line of credit as of March 31, 2020. The amount of funds available for borrowing under the credit agreement may fluctuate each period based on our borrowing base availability. The credit agreement contains certain customary representations and warranties, a financial covenant, affirmative and negative covenants, as well as events of default. We were in compliance with the credit agreement as of March 31, 2020. Although we believe we will be able to generate sufficient cash in the United States and foreign jurisdictions to fund future operating costs, we secured the revolving line of credit as an additional assurance for maintaining liquidity in the United States during potentially severe downturns of the cyclical semiconductor market, and for strategic investments or acquisitions. DividendsOn April 29, 2020, the Company’s Board of Directors declared a cash dividend of $0.10 per share payable on June 26, 2020 to common stockholders of record as of June 5, 2020. Dividends are declared at the discretion of our Board of Directors and depend on actual cash flow from operations, our financial condition, debt service and capital requirements, and any other factors our Board of Directors may consider relevant. We intend to pay quarterly cash dividends in the future; however, the amount and timing of these dividends may be impacted by the cyclical nature of certain markets we serve or the impact of the COVID-19 pandemic. We may reduce, delay or cancel a quarterly cash dividend based on the severity of a cyclical downturn or if the effects of the COVID-19 pandemic are prolonged.Share Repurchase ProgramOn September 29, 2015, our Board of Directors approved a share repurchase program for up to $50.0 million worth of our common stock. The timing and amount of any shares repurchased will be based on market and business conditions, legal requirements and other factors and repurchases may be commenced or suspended at any time at our discretion. There were no shares repurchased under this program during the six months ended March 31, 2020 and there have been no shares repurchased under this program since its inception.Contractual Obligations and RequirementsAt March 31, 2020, the Company had non-cancellable commitments of $127.3 million, including purchase orders for inventory of $89 million, information technology related commitments of $21.7 million, China facility commitments of $16.6 million and no other commitments.At March 31, 2020, we had approximately $1.2 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 we fail to meet certain contractual requirements. None of these obligations were called 48
during the six months ended March 31, 2020, and we currently do not anticipate any of these obligations to be called in the near future.Off-Balance Sheet Arrangements As of March 31, 2020, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.​
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to a variety of market risks, including fluctuations in foreign currency exchange rates and changes in interest rates affecting interest payments on our term loan and investment return on our cash, cash equivalents and marketable securities.
Interest Rate Exposure
Our term loans bear variable interest rates which subject us to interest rate risk. Our primary interest rate risk exposure results from changes in the short-term LIBOR rate, the federal funds effective rate and the prime rate. During the six months ended March 31, 2020, the weighted average stated interest rate on the term loans was 4.5%. At March 31, 2020, the outstanding term loans principal balance was $50.8 million, net of unamortized deferred financing costs of $0.5 million. During the six months ended March 31, 2020, we incurred cash interest expense of $1.2 million on the term loans. A hypothetical 100 basis point change in interest rates would result in a $0.3 million change in interest expense incurred during the six months ended March 31, 2020.
Our cash and cash equivalents consist principally of money market securities that are short-term in nature. At March 31, 2020, our total short-term and long-term investments were $2.7 million, consisting mostly of highly rated corporate debt securities and other debt securities. At March 31, 2020, we had no securities in an unrealized loss position. A hypothetical 100 basis point change in interest rates would result in an insignificant increase in interest income earned during the six months ended March 31, 2020.
Currency Rate Exposure
We have 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. Sales in currencies other than the U.S. dollar were approximately 39% and 37% of our total sales, respectively, during the six months ended March 31, 2020 and 2019. These sales were made primarily by our foreign subsidiaries, which have cost structures that substantially align with the currency of sale.
In the normal course of our business, we have liquid assets denominated in non-functional currencies which include cash, short-term advances between our legal entities and accounts receivable which are subject to foreign currency exposure. Such balances were approximately $148.6 million and $117.7 million, respectively, at March 31, 2020 and September 30, 2019, and related to the Euro, British Pound and a variety of Asian currencies. We mitigate the impact of potential currency translation losses on these short-term intercompany advances by the timely settlement of each transaction, generally within 30 days. We also utilize forward contracts to mitigate our exposures to currency movement. We incurred foreign currency losses of $2.7 million and $0.6 million, respectively, during the six months ended March 31, 2020 and 2019, which related to the currency fluctuation on these balances between the time the transaction occurred and the ultimate settlement of the transaction. A hypothetical 10% change in foreign exchange rates at March 31, 2020 and 2019 would result in an approximate change of $3.8 million and $2.8 million, respectively, in our net income during the six months ended March 31, 2020 and 2019.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon this evaluation, our chief executive officer and our chief financial officer concluded that because of the material weakness identified in our internal control over financial reporting discussed below, our disclosure controls and procedures were not effective as of March 31, 2020 the end of the period covered by this Quarterly Report on Form 10-Q.
Previously Identified Material Weaknesses in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
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We previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, the following control deficiencies, that constitute material weaknesses in our internal control over financial reporting:
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| ● | We did not maintain effective controls related to the accuracy of revenue recorded at a business unit within our Brooks Life Sciences segment. Specifically, we did not maintain effective controls to verify the accuracy of the price and quantity data for customer transactions entered into the business unit’s billing system, and to verify that the invoices generated from the billing system were based on the appropriate amounts. These control deficiencies resulted in immaterial misstatements and subsequent immaterial adjustments to revenue and related accounts and disclosures in the interim and annual consolidated financial statements for the years ended September 30, 2019, 2018, and 2017. |

| ● | We did not design and maintain effective controls related to the occurrence and cutoff of revenue on products shipped to customers from contract manufacturers for a business unit within our Brooks Semiconductor Solutions Group segment. Specifically, we did not design and maintain effective controls to verify that revenue from product shipments from contract manufacturers in this business unit were evaluated for proper revenue recognition at the point of transfer of control. Management determined that this control deficiency resulted in an immaterial audit adjustment related to the revenue, cost of sales and the corresponding balance sheet accounts of our consolidated financial statements for the fiscal year ended September 30, 2019. |

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Remediation of Prior Material Weakness
To address the material weakness related to the business unit within our Brooks Semiconductor Solutions Group segment noted above, during the quarter ended December 31, 2019, we designed and implemented a new control to verify that product shipments from contract manufacturers are reviewed for proper revenue recognition at the point of transfer of control. We also initiated employee training with respect to these procedures. Based upon the actions taken, as well as the testing and evaluation of the design and operating effectiveness of the new control, we have concluded the material weakness relating to the occurrence and cutoff of revenue on products shipped from contract manufacturers has been remediated as of March 31, 2020.
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Remediation Efforts and Status of Remaining Material Weakness We are committed and are taking steps necessary to remediate the control deficiencies that constituted the material weakness described above related to the Brooks Life Sciences segment by implementing changes to our internal control over financial reporting. Management has been implementing and continues to implement measures to ensure that the control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed and operating effectively. The remediation actions include: (i) leveraging the implementation a new billing system and enterprise resource planning system (ERP) which will reduce the complexity of the billing process, (ii) improving the oversight of the accuracy of invoice processing and (iii) improving process documentation and training related to the billing and oversight process. ​We implemented a new billing system and enterprise resource planning system (ERP) during the quarter ended December 31, 2019, for the business unit within our Brooks Life Sciences segment noted above. During the quarter ended March 31, 2020, we designed and implemented new and enhanced controls to verify the accuracy of price and quantity data for customer transactions and enhancing our documentation related to the business unit’s billing procedures and controls, which will support the business unit’s ability to train employees and execute the controls effectively. We are in the process of testing the effectiveness of these controls.​ We believe the measures described above will facilitate the remediation of the control deficiencies we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to review, optimize and enhance our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify, or, in appropriate circumstances, not complete, certain of the remediation measures described above. This material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.Changes in Internal Control Over Financial Reporting Except for the remediation efforts discussed above under “Remediation Efforts and Status of Remaining Material Weaknesses”, there were no changes in internal control over financial reporting during the fiscal second quarter ended March 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​​51
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. We cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. However, as of the date of this Quarterly Report on Form 10-Q, we believe that none of these claims will have a material adverse effect on our consolidated financial condition or results of operations. In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that our assessment of any claim will reflect the ultimate outcome and an adverse outcome in certain matters could, from time-to-time, have a material adverse effect on our consolidated financial condition or results of operations in particular quarterly or annual periods.
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Item 1A. Risk Factors
You should carefully review and consider the information regarding certain factors that could materially affect our business, consolidated financial condition or results of operations set forth under Item 1A. Risk Factors in our 2019 Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended December 31, 2019. There have been no material changes from the risk factors disclosed in our 2019 Annual Report on Form 10-K, other than the addition of the risk factor set forth below.
Our financial condition and results of operations could be adversely affected by the recent coronavirus pandemic or other outbreak of a contagious disease.
Any outbreak of a contagious disease, or other adverse public health developments, could have a material and adverse effect on our business operations. In December 2019, a novel strain of coronavirus, causing a disease referred to as COVID-19, was first identified in Wuhan, Hubei Province, China, resulting in shutdowns of manufacturing and commerce in the months that have followed. Since then, COVID-19 has spread worldwide, including in the United States, and has resulted in authorities implementing numerous measures to try to contain the disease, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns. The spread of COVID-19 has caused us to modify our business practices (including curtailing employee travel, mandatory work-from-home policies and cancellation of physical participation in meetings, events and conferences), and we may take further actions as required by government authorities or that we determine are in the best interests of our employees, customers, partners and suppliers. There is no certainty that such measures will be sufficient to mitigate the risks posed by the disease, and our ability to perform critical functions could be harmed.
As a result of the COVID-19 pandemic and the measures designed to contain its spread, our suppliers may not have the materials, capacity, or capability to supply our components according to our schedule and specifications. Further, there may be logistics issues, including our ability and our supply chain’s ability to maintain production and transportation demands that may cause further delays. If our suppliers’ operations are curtailed, we may need to seek alternate sources of supply, which may be more expensive. Alternate sources may not be available or may result in delays in shipments to us from our supply chain and subsequently to our customers. In addition, the COVID-19 pandemic and the measures designed to stop the spread of the virus may have similar effects on our customers. The current pandemic may also give rise to force majeure contractual protections being asserted by customers and/or suppliers that we maintain contracts with, potentially relieving contractual obligations these parties have to us. In any case, any disruption of our suppliers’ or customers’ businesses would likely negatively impact our sales and operating results.
While the disruptions and restrictions on the ability to travel, quarantines and other measures taken as a result of the COVID-19 pandemic are expected to be temporary, the duration of any of these measures, and related financial impact, cannot be estimated at this time. Should these measures continue for an extended period of time, the impact on our supply chain and customers could have a material adverse effect on our results of operations and cash flows. Further, while the potential impact and duration of the COVID-19 pandemic on the global economy and our business in particular may be difficult to assess or predict, the COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, resulting in an economic downturn that may affect demand for our
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products and services, reduce our ability to access capital or our customers’ ability to pay us for past or future purchases, impact our operating results, and have a negative impact on our liquidity and stock price. In addition, a recession or an additional financial market correction resulting from the spread of COVID-19 could decrease overall technology manufacturing spending, adversely affecting demand for our products and services, in particular in the Brooks Semiconductor Solutions Group segment, our business and the value of our common stock. The global pandemic of COVID-19 continues to rapidly evolve, and we will continue to monitor the COVID-19 situation closely. Although the magnitude of the impact of the pandemic on our business and operations remains uncertain, the continued spread of COVID-19 or the occurrence of other outbreaks of contagious diseases could adversely impact our business, financial condition, operating results and cash flows.​​​53
Item 6. Exhibits
The following exhibits are included herein:
| ​​ | ​ | ​ |
| ExhibitNo. | Description |
| ​ | ​ | ​ |
| 31.01 | ​ | Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 31.02 | ​ | Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 32 | ​ | Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 101 | ​ | The following material from the Company’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the unaudited Consolidated Balance Sheets; (ii) the unaudited Consolidated Statements of Operations; (iii) the unaudited Consolidated Statements of Comprehensive Income; (iv) the unaudited Consolidated Statements of Cash Flows; and (v) the Notes to the unaudited Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because XBRL tags are embedded in the iXBRL document. |
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| 104 | ​ | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101). |

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| ​ | BROOKS AUTOMATION, INC. |
| ​ | ​ |
| Date: May 1, 2020 | /s/ Lindon G. Robertson |
| ​ | Lindon G. Robertson |
| ​ | Executive Vice President and Chief Financial Officer |
| ​ | (Principal Financial Officer) |
| ​ | ​ |
| Date: May 1, 2020 | /s/ David Pietrantoni |
| ​ | David Pietrantoni |
| ​ | Vice President-Finance and Corporate Controller |
| ​ | (Principal Accounting Officer) |


Question: What is the percentage change in the unrealized gains on marketable securities from 2019 to 2020 for the first six months of the year, if the unrealized gains for 2020 reflect the company's ability to generate revenue?

Python solution:
def solution():
     #Define variables name and value
    unrealized_gains_2020 = 7
    unrealized_gains_2019 = 111

    #Do math calculation to get the answer
    change = unrealized_gains_2020 - unrealized_gains_2019
    percentage_change = (change / unrealized_gains_2019) * 100
    return percentage_change


Answer: -93.6936936937