Azenta, Inc. (AZTA) 2015年年度報告「NASDAQ」.pdf

《Azenta, Inc. (AZTA) 2015年年度報告「NASDAQ」.pdf》由會員分享，可在線閱讀，更多相關《Azenta, Inc. (AZTA) 2015年年度報告「NASDAQ」.pdf（102頁珍藏版）》請在三個皮匠報告上搜索。

1、Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549Form 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended September 30,2015 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES E

2、XCHANGE ACT OF 1934 For the transition period from to .Commission File Number:0-25434Brooks Automation,Inc.(Exact name of Registrant as Specified in Its Charter)Delaware 04-3040660(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S.EmployerIdentification No.)15 Elizabeth DriveChelmsf

3、ord,Massachusetts(Address of Principal Executive Offices)01824(Zip Code)978-262-2400(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of Each Class Name of Each Exchange on Which RegisteredCommon Stock,$0.01 par value The NASDAQ Stock M

4、arket LLCSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No If this report is an annual or transition report,indicate by check mark if the registrant is not require

5、d to file reports pursuant to Section 13 or 15(d)of theSecurities Exchange Act of 1934.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12 months(or for such shorter peri

6、od that the registrant was required to file such reports),and(2)has been subject to such filingrequirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data Filerequired to be sub

7、mitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months(or for such shorter period that the registrant wasrequired to submit and post such files).Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained h

8、erein,and will not be contained,tothe best of registrants knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment tothe Form 10-K.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a

9、 non-accelerated filer,or a smaller reporting company.Seethe definitions of“large accelerated filer,”“accelerated filer”and“smaller reporting company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company (Do not check

10、if a smaller reporting company)Indicate by check mark whether the registrant is a shell company(as defined in Exchange Act Rule 12b-2).Yes No The aggregate market value of the registrants Common Stock,$0.01 par value,held by non-affiliates of the registrant as of March 31,2015,wasapproximately$772,1

11、50,000 based on the closing price per share of$11.63 on that date on the Nasdaq Stock Market.As of March 31,2015,67,481,408 shares of the registrants Common Stock,$0.01 par value,were outstanding.As of October 30,2015,67,644,663 shares of the registrantsCommon Stock,$0.01,par value,were outstanding.

12、DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrants Proxy Statement involving the election of directors,which is expected to be filed within 120 days after the end of theregistrants fiscal year,are incorporated by reference in Part III of this Report.Table of ContentsBROOKS AUTOMATION,INC

13、.TABLE OF CONTENTS PAGE NUMBERPART IItem 1.Business3Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments16Item 2.Properties17Item 3.Legal Proceedings17Item 4.Mine Safety Disclosures18PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Secur

14、ities18Item 6.Selected Financial Data20Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations22Item 7A.Quantitative and Qualitative Disclosures About Market Risk38Item 8.Financial Statements and Supplementary Data40Item 9.Changes In and Disagreements With Account

15、ants on Financial Accounting and Financial Disclosure86Item 9A.Controls and Procedures86Item 9B.Other Information88PART IIIItem 10.Directors,Executive Officers and Corporate Governance88Item 11.Executive Compensation88Item 12.Security Ownership of Certain Beneficial Owners and Management and Related

16、 Stockholder Matters88Item 13.Certain Relationships and Related Transactions,and Director Independence88Item 14.Principal Accountant Fees and Services88PART IVItem 15.Exhibits and Financial Schedules88SIGNATURES90 2Table of ContentsInformation Relating to Forward-Looking StatementsCertain statements

17、 in this Form 10-K constitute forward-looking statements,which are subject to the safe harbor provisions created by the PrivateSecurities Litigation Reform Act of 1995.Certain,but not all,of the forward-looking statements in this report are specifically identified as forward-looking,by use of phrase

18、s and words such as“we believe,”“we estimate,”“we expect,”“may,”“should,”“could,”“intend,”“likely,”and other future-oriented terms.The identification of certain statements as“forward-looking”is not intended to mean that other statements not specifically identified are not forward-looking.Forward-loo

19、king statements include,but are not limited to,statements that relate to our future revenue,margin,costs,earnings,productdevelopment,demand,acceptance and market share,competitiveness,market opportunities and performance,levels of research and development,or R&D,the success of our marketing,sales an

20、d service efforts,outsourced activities and operating expenses,anticipated manufacturing,customer and technicalrequirements,the ongoing viability of the solutions that we offer and our customers success,tax expenses,our managements plans and objectives for ourcurrent and future operations and busine

21、ss focus,the levels of customer spending,general economic conditions,the sufficiency of financial resources tosupport future operations,and capital expenditures.Such statements are based on current expectations and are subject to risks,uncertainties,and changes incondition,significance,value and eff

22、ect,including without limitation those discussed within Item 1 A,“Risk Factors”and elsewhere in this report and otherdocuments we file from time to time with the Securities and Exchange Commission,or SEC,such as our quarterly reports on Form 10-Q and our currentreports on Form 8-K.Such risks,uncerta

23、inties and changes in condition,significance,value and effect could cause our actual results,performance orachievements to differ materially from those expressed in this report and in ways we cannot readily foresee.Readers are cautioned not to place undue relianceon these forward-looking statements,

24、which speak only as of the date hereof and are based on information currently and reasonably known to us.We do notundertake any obligation to release the results of any revisions to these forward-looking statements,which may be made to reflect events or circumstancesthat occur after the date of this

25、 report or to reflect the occurrence or effect of anticipated or unanticipated events.Precautionary statements made hereinshould be read as being applicable to all related forward-looking statements wherever they appear in this report.Unless the context indicates otherwise,references in this report

26、to we,us,our and other similar references mean Brooks Automation,Inc.and itsconsolidated subsidiaries.PART IItem 1.BusinessWe are a leading worldwide provider of automation and cryogenic solutions for multiple markets,including semiconductor capital equipment and lifescience biological sample manage

27、ment and storage.We believe our technology and engineering competencies in mission critical controlled environmentsadd superior value to our customers products.Our highly skilled global services capabilities ensure high uptime for these products.We have been a leadingpartner to the global semiconduc

28、tor manufacturing markets since 1978 and have expanded our products and services to meet the needs of customers intechnology markets adjacent to semiconductor manufacturing and life sciences through product development initiatives and strategic business acquisitions.We are headquartered in Chelmsfor

29、d,Massachusetts and have full service operations in North America,Europe and Asia.Our company initially developed and marketed automated handling equipment for front-end semiconductor manufacturing tools and became publiclytraded in February 1995.We became the leading provider of these automation so

30、lutions and broadened the markets we serve through both internal productdevelopment and strategic business acquisitions.We also expanded our core product capabilities to include leading technology solutions in cryogenicvacuum equipment for the front-end semi-conductor and adjacent markets.In 2011,we

31、 divested our contract manufacturing business to better focus on ourcore technology solutions.We identified life sciences as an underserved strategic market where our core competencies in automation and cryogenic solutions could provideenabling products and services to the market,as well as favorabl

32、e opportunities for growth of our business.In 2011 we acquired RTS Life Sciences based inthe United Kingdom,or UK,and Nexus Biosystems,Inc.based in California,or CA,to penetrate the automated sample storage system market and became aleading worldwide provider of these solutions.In August 2013,we acq

33、uired certain assets and liabilities of Matrical,Inc.,a Washington-based provider ofbiological sample preparation,management and storage solutions.In addition to automated sample management,our life sciences business offers relatedservices,along with consumables and complementary bench-top instrumen

34、ts.In October 2014,we acquired FluidX Ltd.,or FluidX,a UK-based provider ofbiological sample storage tubes and complementary bench-top instruments,which strengthened our product portfolio of biological sample consumables.Theacquired businesses have been fully integrated into our operations.Since ent

35、ering the life sciences sample management market,we have strengthened and broadened our product portfolio and market reach by investingin internal product development and by forging strategic partnerships in this field.In 2014,we launched the Twin-bank platform,an automated samplemanagement system d

36、eveloped by the Company,with a modular architecture designed for maximum flexibility.In March 2015,we launched the CryoPod,liquid nitrogen-charged carrier3Table of Contentssystem for transporting biological specimens at cryogenic temperatures,which we jointly developed with BioCision LLC,a CA-based

37、Company in which wehave a 20%ownership interest.In August of 2015,we shipped our first evaluation prototypes of the Biostore III Cryo,an automated system whichincorporates sample monitoring,tracking,and inventory control with the industrys standard cryo storage vessel.In September 2015,we entered in

38、to anagreement to exclusively license a chip-based technology for the life science sample management market which will enhance capabilities for tagging andtracking biological and related samples in biorepositories,including cryogenic storage and related areas.In addition to the acquisitions made to

39、expand the non-semiconductor portions of our business,we have also continued to make investments tomaintain and grow our semiconductor product and service offerings.In 2012,we acquired Crossing Automation Inc,a Fremont,CA-based provider ofautomation solutions for the global semiconductor front-end m

40、arket.In April 2014,we acquired Dynamic Micro Systems Semiconductor Equipment GmbH,or DMS,a German provider of automated systems to clean wafer carriers and for the storage and management of reticles.In August 2015,we acquiredContact,Ltd.,or Contact,a Japanese provider of front opening unified pod,o

41、r FOUP,cleaners,to broaden our CCS product portfolio and add complementarytechnology to our CCS business unit.In March 2014,we entered into an agreement to sell the Granville-Phillips Gas Analysis&Vacuum Measurement,or Granville-Phillips,business unit toMKS Instruments,Inc.for$87.0 million in cash a

42、nd completed this sale in May 2014.Unless otherwise noted,the description of our business relates solely toour continuing operations and does not include the operations of our former Granville-Phillips business unit.We expect to continue our internal development efforts and seek acquisitions where w

43、e can expand or enhance our product and service offerings.MarketsSemiconductor capital equipmentThe global semiconductor capital equipment industry is cyclical with,we believe,a long term growth profile resulting from the expanded use ofsemiconductor devices and the increase in device complexity,bot

44、h of which drive the need for incremental equipment purchases by manufacturers.Ourmarket for end-user fabrication products is based primarily in Asia.The production of advanced semiconductor chips is a complex and logisticallychallenging manufacturing activity.To create the tens of millions of micro

45、scopic transistors and connect them both horizontally and in vertical layers inorder to produce a functioning integrated circuit chip,or IC chip,silicon wafers must go through hundreds of process steps performed by complex processingequipment,or tools.A large production fabrication plant,or fab,may

46、have 500 or more tools consisting of more than 70 different types of process andmetrology tools.Up to 40%of these tools perform processes in a vacuum,such as removing,depositing,or measuring material on wafer surfaces.Wafers cango through as many as 400 different process steps before fabrication is

47、complete.These steps,which comprise the initial fabrication of the integrated circuitand are referred to in the industry as front-end processes,are repeated many times to create the desired pattern on the silicon wafer.As the complexity ofsemiconductors continues to increase,the number of process st

48、eps that occur in a vacuum environment have also increased,resulting in a greater need forboth automation and vacuum technology solutions due to the sensitive handling requirements and increased number of tools.The requirement for efficient,higher throughput and extremely clean manufacturing for sem

49、iconductor wafer fabs and other high performance electronic-based products has created asubstantial market for substrate handling automation(moving the wafers around and between tools in a semiconductor fab),tool automation(the use ofrobots and modules used in conjunction with and inside process too

50、ls that move wafers from station-to-station),and vacuum systems technology to createand sustain the clean environment necessary to fabricate various products.Additionally,the industry is developing new processes to form three dimensionalstructures of the previously patterned integrated circuits.This

51、 technique,often referred to as Wafer Level Packaging,or WLP,is typically performed at whatwould be considered the back-end of an IC chip manufacturing process.Some traditional front-end processes are being used in this back-end advancepackaging,thereby increasing the market for automation solutions

52、.Service and sparesWhereas sales for production equipment are typically made to original equipment manufacturers,or OEMs,the service and spares support of thatequipment can be provided in collaboration with the OEMs,or through a direct relationship with the end-user manufacturer.While the majority o

53、f our serviceand spares activities currently serve the semiconductor manufacturing market,we are actively looking to increase our service and spares offerings in the lifescience sample management market.Industrial capital equipmentIn addition to semiconductor manufacturing,there are a variety of ind

54、ustrial manufacturing operations that require either a vacuum or significantcooling for effective deposition of films or coatings during the production process.The expansion of the market for mobile devices such as smart phones,tablets,and wearable technologies,and the resulting increase in the need

55、4Table of Contentsfor associated manufacturing equipment continues to drive demand for the use of vacuum solutions we provide.These deposition processes are typicallyperformed on equipment that cycle from an uncontrolled atmospheric environment for loading and unloading,to a controlled vacuum enviro

56、nment forprocessing.The transition to the controlled vacuum environment requires removal of large amounts of moisture inherent in the air through cryogenic coolingof coils within the vacuum chamber.The increased need for the equipment necessary to deliver refrigerant to these coils has increased dem

57、and for ourproducts.Other adjacent technology marketsThere are a variety of markets that have adopted,or are adopting,similar manufacturing methods to those utilized by the semiconductor industry.Frequently,these markets have common customers but technology applications in the end markets are still

58、maturing.We serve a variety of these evolvingmarkets including light emitting diode,or LED,which is a potential clean energy solution replacing incandescent lighting sources and Organic LED,orOLED,displays which provide high clarity still and video images.OLED applications are gaining traction in th

59、e mobile computing and telecommunicationsdevice markets because of their high quality display and low power consumption.We also serve markets for Micro-Electro-Mechanical Systems devices,orMEMS,which include accelerometers,self tuning antennae and pressure gauges,and we are expanding into automotive

60、,mobile computing andtelecommunications device markets and other applications which are part of a growing need for internet-connected sensors that will be a part of the Internetof Things,or IoT.We believe that this expansion,together with the problems associated with traditional manual storage and h

61、andling systems,will driveconsistent growth in the demand for automated sample management equipment.Life Sciences There is a broad market of devices,systems and consumables that support the pharmaceutical,biotechnology,healthcare research and diagnosticsindustries particularly as it relates to the a

62、utomated handling,processing,storage and distribution of biological and chemical compound samples.Samplestorage is at the core of these activities.Automated sample stores are generally more effective than manual systems in maintaining a controlled environment,tracking samples,reliably processing and

63、 quickly handling samples.These automated sample storage management systems are at the center of the completesample handling process.With the advent of personalized medicine linking DNA to optimal treatment regimens,the expansion of mass storage of keybiological material to support rapidly expanding

64、 comparative and longitudinal studies,and the accumulation of samples taken from surgical and otherprocedures,we believe that the numbers of samples in storage is expanding between 10%and 15%per annum on a global basis.We believe that thisexpansion,together with the problems associated with traditio

65、nal manual storage systems,will drive consistent growth in automated sample managementequipment.ProductsIn the semiconductor industry,wafer handling robotics have emerged as a critical technology in determining the efficacy and productivity of complexproduction tools in the worlds most advanced 300m

66、m wafer fabs.A tool is designed and built around a process chamber using automation technology tomove wafers into and out of the chamber.Today,OEMs design and build their tools using a cluster architecture,whereby several process chambers aremounted to one central transfer module.High wafer throughp

67、ut and new materials require advanced automation solutions to address the challengingequipment needs for multiple substrate sizes and the challenging process environments that support emerging sub 20nm technology nodes,includingThrough Silicon Via,or TSV,extreme ultraviolet lithography,or EUV Lithog

68、raphy,and 450mm substrates.We specialize in developing and building thehandling systems,as well as the vacuum technologies used in these tools.Our products can be utilized as individual components or as complete integratedhandling systems.In addition,our automation products support both atmospheric

69、and vacuum based processes and are designed to improve performance andproductivity of the manufacturing process.The majority of our product revenue is derived from sales to OEMs and end-user semiconductor devicemanufacturers.We provide high vacuum pumps that are required in certain process steps to

70、create and to optimize the process environment by maintaining pressureconsistency of the known process gas.Semiconductor manufacturers must ensure that each process operates at carefully controlled pressure levels to achieveoptimal production yields.Impurities or incorrect pressure levels can lower

71、production yields,thereby significantly increasing the cost per usable IC chipproduced.Our cryogenic vacuum pumps are considered the industry standard by many leading semiconductor device manufacturers for ion implant and PVDapplications,both of which require high vacuum pumping capability.In the LE

72、D market we have worked with leading manufacturers to develop advanced automation solutions that improve the productivity of processesthat were previously performed by manual substrate handling.These LEDs are also made using vacuum processes for certain production steps,very similar tothe steps used

73、 in semiconductor manufacturing.We have been successful in capturing LED market share for our vacuum product offerings and for heavypayload automated tool architectures.In other markets,such as MEMS and WLP applications,unique wafer handling and automation solutions are5Table of Contentsrequired to

74、accommodate increasingly thinner and sometimes bowed substrates.We are developing differentiated solutions to address the requirements inthese high growth market segments.For the life science sample management markets,we provide automated sample management platforms that store samples(e.g.,nucleic a

75、cid,blood,drug compounds,biological tissue,etc.)in a controlled environment and automate the process of subsequently retrieving specifically selected samples fromracks or plates.Such samples are typically contained in vials which are usually stored in racks or plates.The controlled storage environme

76、nts ensure thatsamples are preserved within a narrow temperature band to maintain their integrity for long periods while providing absolute accuracy in the identificationand selection of samples during the storage and retrieval processes.In providing comprehensive solutions to the life science sampl

77、e management markets we also provide equipment for sealing and de-sealing samplesstored on plates and automated cappers and de-cappers for samples stored in tubes.We also provide consumables in the form of sample plates,micro-platesand tubes as well as support services for many of the customers who

78、have purchased our equipment.SegmentsWe report our financial results for three operating and reportable segments:(i)Brooks Product Solutions;(ii)Brooks Global Services;and(iii)BrooksLife Science Systems.The Brooks Product Solutions segment provides a variety of products and solutions that enable imp

79、roved throughput and yield in controlled operatingenvironments.Those products include atmospheric and vacuum robots,robotic modules and tool automation systems that provide precision handling andclean wafer environments,as well as vacuum pumping and thermal management solutions used to create and co

80、ntrol critical process vacuum applications.The Brooks Global Services segment provides an extensive range of support services,including repair services,diagnostic support services andinstallation services in support of the products from our Brooks Product Solutions segment,which enable our customers

81、 to maximize process tool uptime andproductivity.This segment also provides end-user customers with spare parts to maximize customer tool productivity.The Brooks Life Science Systems segment provides automated sample management systems for automated cold sample storage,equipment for samplepreparatio

82、n and handling,consumables,as well as parts and support services to a wide range of life science customers including pharmaceutical companies,biotechnology companies,national laboratories,research institutes and research hospitals.For further information of our operating segments,refer to Note 18,Se

83、gment and Geographic Information,to our Consolidated Financial Statementsincluded under Item 8,Financial Statements and Supplementary Data of this Form 10-K.CustomersWe sell our products and services within the semiconductor industry to most of the worlds major semiconductor chip and original equipm

84、entmanufacturers,or OEMs.Our customers outside the semiconductor industry are broadly diversified.We have major customers in North America,Europe andAsia.Additionally,although much of our equipment sales ship to OEMs in the United States,many of our products are incorporated into equipment that isul

85、timately utilized outside of North America.Refer to Part I,Item 1A,“Risk Factors”for a discussion of the risks related to foreign operations.The BrooksGlobal Services business provides support to leading OEMs,fabs and foundries across the globe.Our life sciences systems solutions are used by pharmac

86、eutical companies,biotechnology companies,national laboratories,research institutes andresearch hospitals.There is no continuing concentration of customers for the Brooks Life Science Systems segment although given the size of particularprojects,an individual customer may be significant to the life

87、science segment in a given quarter or fiscal year.Our top 10 customers accounted for approximately 38%of our consolidated revenue in fiscal year 2015.We have one customer,Applied Materials,Inc.,that accounted for approximately 12%of our consolidated revenue for the year.For purposes of determining t

88、he percentage of revenue generated from our OEM customers,we do not include revenue from products sold to contractmanufacturer customers who in turn sell to the OEMs.If we did include revenue from products sold to contract manufacturer customers supporting our OEMcustomers,the percentage of our tota

89、l revenue derived from certain OEM customers would be higher.Sales,Marketing and Customer SupportWe market and sell most of our semiconductor,industrial and other adjacent technology market products and services in Asia,Europe,the Middle Eastand North America through our direct sales organization.Th

90、e sales process for our products is often multilevel,involving a team comprised of individualsfrom sales,marketing,engineering,operations and senior management.In many cases we assign a team to a customer and that team engages the customer atdifferent levels of its6Table of Contentsorganization to f

91、acilitate planning,provide product customization when required,and ensure open communication and support.Some of our vacuumproducts and services are sold through local country distributors.Prior to March 2015,we served the Japanese market for our robotics and automation products through Yaskawa Broo

92、ks Automation,our joint venturewith Yaskawa Electric Corporation of Japan.The venture came to closure in March 2015 and was liquidated during the fourth quarter of fiscal year 2015.Asa result of the joint ventures dissolution,we reacquired the right to market our products in Japan through our direct

93、 sales force.The majority of our life sciences sales are completed through our direct Brooks Life Science Systems sales force,particularly our store systems andservices.In addition,we facilitate the sale of consumables and instruments through distributors that reach a broad range of customers.In reg

94、ions withemerging life science industries such as China,India and the Middle East,we leverage local distributors to assist with the sales process of stores.The salesprocess for our larger sample management systems may take 6-18 months to complete and it involves a team typically comprised of individ

95、uals from sales,marketing,engineering and senior management.We typically provide product warranties for a period of one to two years depending on the product type,with the average warranty period of 15 months.Our marketing activities include participation in trade shows,delivery of seminars,particip

96、ation in industry forums,distribution of sales literature,publication of press releases and articles in business and industry publications.We maintain sales and service centers in Asia,Europe,Middle East and NorthAmerica to enhance support and communication with our customers.These facilities,togeth

97、er with our headquarters,maintain local support capabilities anddemonstration equipment for our customers to evaluate.Customers are encouraged to discuss features and applications of our demonstration equipment withour engineers located at these facilities.Net revenue for the fiscal years ended Sept

98、ember 30,2015,2014 and 2013 based upon the source of the order by geographic area is as follows(inthousands):Year Ended September 30,2015 2014 2013North America$199,103$174,343$177,779Asia/Pacific121,765 198,695 154,358Europe231,840 109,810 90,303$552,708$482,848$422,440The majority of our net reven

99、ue in North America is generated in the United States.The geographic location of an OEM is not indicative of where our products will eventually be used.The geographic area for our orders is determinedby the onward sale of an OEM system which incorporates our sub-systems and/or components.Our propert

100、y,plant and equipment as of September 30,2015 and 2014 by geographic area is as follows(in thousands):September 30,2015 2014North America$36,402$40,232Asia/Pacific2,104 870Europe/Middle East3,349 9,081$41,855$50,183CompetitionWe operate in a variety of niches of varying breadth and with differing co

101、mpetitors and competitive dynamics.The semiconductor and adjacenttechnology markets,and process equipment manufacturing industries are highly competitive and characterized by continual changes and technologyimprovements.A significant portion of equipment automation is still done in-house by OEMs.Our

102、 competitors among external vacuum automation suppliersinclude primarily Japanese companies,such as Daihen Corporation,Daikin Industries,Ltd.and Rorze Corporation.Our competitors among vacuumcomponents suppliers include Sumitomo Heavy Industries and Telemark,Inc.Atmospheric tool automation is typica

103、lly less demanding,has fewer barriers toentry and has a larger field of competitors.We compete directly with other equipment automation suppliers of atmospheric modules and systems,such asHirata Corporation,Kawasaki Heavy Industries,Ltd.,Genmark Automation,Inc.,Rorze Corporation,Sankyo Seisakusho Co

104、.,Ltd.,TDK Corporation andSinfonia Technology Co.,Ltd.Contract manufacturers,such as Celestica Inc.and Flextronics International Ltd.,also provide assembly and manufacturingservices for atmospheric systems.7Table of ContentsOur Life Science Systems business unit competes with a number of private com

105、panies in providing automated sample management systems.Thesecompetitors include Hamilton Company,Liconic AG and TTP LabTech,Ltd.We believe our customers will purchase our equipment automation products and vacuum subsystems as long as our products continue to provide thenecessary throughput,reliabil

106、ity,contamination control and accuracy at an acceptable price.We believe our offerings are competitive with respect to all ofthese factors.We cannot guarantee,however,that we will be successful in selling our products to OEMs who currently satisfy a portion of their automationneeds in-house or from

107、other independent suppliers,regardless of the performance or price of our products.Research and DevelopmentOur research and development efforts are focused on developing new products and enhancing the functionality,degree of integration,reliability andperformance of our existing products.Our enginee

108、ring,marketing,operations and management personnel leverage their close collaborative relationshipswith many of their counterparts in customer organizations in an effort to proactively identify market demands which helps us refocus our research anddevelopment investment to meet our customers demands

109、.With the rapid pace of change that characterizes the markets we serve,it is essential for us toprovide high-performance and reliable products in order to maintain our leadership position.Our research and development spending for fiscal years 2015,2014 and 2013 was$52.2 million,$52.6 million and$46.

110、2 million,respectively.Theexpansion in research and development spending primarily reflects our investment in life sciences as we have developed and continue to develop automatedbiological sample storage solutions for environments operating at ultra-low temperatures.We have developed the Twin-bank p

111、latform and introduced theBioStore III Cryo automated cryogenic sample management system which offers sample automation,cold chain management and improved security andaccessibility while maintaining sample protection within storage environment.ManufacturingOur manufacturing operations are used for p

112、roduct assembly,integration and testing.We have implemented quality assurance procedures that includestandard design practices,including reliability testing and analysis,supplier and component selection procedures,vendor controls,manufacturing processcontrols,and service processes that ensure high-q

113、uality performance of our products.Our major manufacturing facilities are located in Chelmsford,Massachusetts;Monterrey,Mexico;Yongin-City,South Korea;Manchester,UK;and Jena,Germany.We also provide service and spare parts support to end-users throughout the world.Many of our service customers are ba

114、sed in Asia.Our manufacturing operations are designed to provide high quality,low cost,differentiated products to our customers in short lead times through responsive and flexible processes and sourcing strategies.We utilize lean manufacturingtechniques for a large portion of our manufacturing capab

115、ilities.This includes the outsourcing of assemblies and products to competitive regions,includingAsia.We expect to continue to broaden our sourcing of certain portions of our manufacturing process to ensure we continue to provide high quality productsat competitive costs.We also believe the continue

116、d sourcing of portions of our manufacturing processes in these regions allows us to better serve ourcustomers in these regions.We have service and support locations close to our customers to provide rapid response to their service needs.We have service and support locations inChelmsford,Massachusett

117、s;Fremont,California;Chu Bei City,Taiwan;Yongin-City,South Korea;Yokohama,Japan;Shanghai,China;Singapore;Jena,Germany;Oberdiessbach,Switzerland;Manchester,UK;and Kiryat-Gat,Israel.Patents and Proprietary RightsWe rely on patents,trade secret laws,confidentiality procedures,copyrights,trademarks and

118、licensing agreements to protect our technology.Due to therapid technological change that characterizes the life sciences,semiconductor,adjacent technology markets and related process equipment industries,webelieve that the improvement of existing technology,reliance upon trade secrets,unpatented pro

119、prietary know-how and the development of new productsmay be as important as patent protection in establishing and maintaining a competitive advantage.Our policy is to require all employees to enter intoproprietary information and nondisclosure agreements to protect trade secrets and know-how.We cann

120、ot guarantee that these efforts will meaningfullyprotect our trade secrets.As of September 30,2015,we owned approximately 485 issued U.S.patents,with various corresponding patents issued in foreign jurisdictions.We alsohad approximately 140 pending U.S.patent applications,with foreign counterparts o

121、f certain of these applications having been filed or may be filed at theappropriate time.Our patents will expire at various dates through 2032.BacklogTotal backlog for our products as of September 30,2015,totaled$107.8 million as compared to$126.9 million at September 30,2014.Backlog or totalbacklog

122、,includes all purchase orders for which a customer has scheduled delivery,regardless of the expected delivery date,and consists principally of ordersfor products and service agreements.The backlog for8Table of Contentsour products within the next 12 months was$96.0 million and$113.6 million at Septe

123、mber 30,2015 and 2014,respectively.Twelve-month backlogincludes orders scheduled to be delivered within the next 12 months.Backlog for products with scheduled deliveries beyond one year relate primarily to ourlife science products.Backlog as of any particular date should not be relied upon as indica

124、tive of our revenue for any future period.A substantial percentage of currentbusiness generates no backlog because we deliver our products and services in the same period in which the order is received.The orders included in ourbacklog may also be canceled or rescheduled by customers without signifi

125、cant penalty.Environmental MattersWe are subject to federal,state,and local environmental laws and regulations,as well as the environmental laws and regulations of the foreign nationaland local jurisdictions in which we have manufacturing facilities.We believe we are materially in compliance with al

126、l such laws and regulations.Compliance with foreign,federal,state,and local laws and regulations has not had,and is not expected to have,an adverse effect on our capitalexpenditures,competitive position,financial condition or results of operations.EmployeesAt September 30,2015,we had 1,426 full time

127、 employees.In addition,we employ part time workers and contractors.Approximately 50 employees inour facility in Jena,Germany are covered by a collective bargaining agreement.We consider our relationships with these and all employees to be good.Available InformationWe file annual,quarterly,and curren

128、t reports,proxy statements,and other documents with the SEC,under the Securities Exchange Act of 1934,asamended,or the Exchange Act.The public may read and copy any materials that we file with the SEC at the SECs Public Reference Room at 100 F Street,NE,Washington,DC 20549.The public may obtain info

129、rmation on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.Also,the SEC maintains an Internet website that contains reports,proxy and information statements,and other information regarding issuers,includingBrooks Automation,Inc.,that file electronically with the SEC.T

130、he public can obtain any documents that we file with the SEC at www.sec.gov.Our internet website address is http:/.Through our website,we make available,free of charge,our annual report on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K and any amendments to those reports,as soo

131、n as reasonably practicable after such materials areelectronically filed,or furnished to,the SEC.These SEC reports can be accessed through the investors section of our website.The information found on ourwebsite is not part of this or any other report we file with or furnish to the SEC.Item 1A.Risk

132、FactorsFactors That May Affect Future ResultsYou should carefully consider the risks described below and the other information in this report before deciding to invest in shares of our commonstock.These are the risks and uncertainties we believe are most important for you to consider.Additional risk

133、s and uncertainties not presently known to us,which we currently deem immaterial or which are similar to those faced by other companies in our industry or business in general,may also impair ourbusiness operations.If any of the following risks or uncertainties actually occurs,our business,financial

134、condition and operating results would likely suffer.In that event,the market price of our common stock could decline and you could lose all or part of your investment.Risks Relating to Our IndustryDue in part to the cyclical nature of the semiconductor manufacturing industry and related industries,a

135、s well as due to volatility in worldwide capitaland equity markets,we have previously incurred operating losses and may have future losses.Our business is largely dependent on capital expenditures in the semiconductor manufacturing industry and other businesses employing similarmanufacturing technol

136、ogies.The semiconductor manufacturing industry in turn depends on current and anticipated demand for integrated circuits and theproducts that use them.In recent years,these businesses have experienced unpredictable and volatile business cycles due in large part to rapid changes indemand and manufact

137、uring capacity for semiconductors,and these cycles have had an impact on our business,sometimes causing declines in revenue andoperating losses.We could experience future operating losses during an industry downturn.If an industry downturn continues for an extended period of time,our business could

138、be materially harmed.Conversely,in periods of rapidly increasing demand,9Table of Contentswe could have insufficient inventory and manufacturing capacity to meet our customers needs on a timely basis,which could result in the loss of customersand various other expenses that could reduce gross margin

139、s and profitability.We face competition which may lead to price pressure and otherwise adversely affect our sales.We face competition throughout the world in each of our product and service areas,including from the competitors discussed in Part I,Item 1,“Business-Competition”as well as from internal

140、 automation capabilities at larger OEMs.Many of our competitors have substantial engineering,manufacturing,marketing and customer support capabilities.We expect our competitors to continue to improve the performance of their current products andservices and to introduce new products,services and tec

141、hnologies that could adversely affect sales of our current and future products and services.Newproducts,services and technologies developed by our competitors or more efficient production of their products or provisions of their services could requireus to make significant price reductions or decide

142、 not to compete for certain orders.If we fail to respond adequately to pricing pressures or fail to developproducts with improved performance or developments or better quality services with respect to the other factors on which we compete,we could losecustomers or orders.If we are unable to compete

143、effectively,our business and prospects could be materially harmed.Risks Relating to Our OperationsOur operating results could fluctuate significantly,which could negatively impact our business.Our revenue,operating margins and other operating results could fluctuate significantly from quarter to qua

144、rter depending upon a variety of factors,including:demand for our products as a result of the cyclical nature of the semiconductor manufacturing industry and the markets upon which the industrydepends or otherwise;changes in the timing and terms of product orders by our customers as a result of our

145、customer concentration or otherwise;changes in the demand for the mix of products and services that we offer;timing and market acceptance of our new product and services introductions;delays or problems in the planned introduction of new products or service,or in the performance of any such products

146、 following delivery tocustomers or the quality of such services;new products,services or technological innovations by our competitors,which can,among other things,render our products less competitive due tothe rapid technological changes in the markets in which we provide products and services;the t

147、iming and related costs of any acquisitions,divestitures or other strategic transactions;our ability to reduce our costs in response to decreased demand for our products and services;our ability to accurately estimate customer demand,including the accuracy of demand forecasts used by us;disruptions

148、in our manufacturing process or in the supply of components to us;write-offs for excess or obsolete inventory;and competitive pricing pressures.As a result of these risks,we believe that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful,and that thesecompariso

149、ns may not be an accurate indicator of our future performance.If we do not continue to introduce new products and services that reflect advances in technology in a timely and effective manner,our products andservices may become obsolete and our operating results will suffer.Our success is dependent

150、on our ability to respond to the technological changes present in the markets we serve.The success of our productdevelopment and introduction of products to market depends on our ability to:accurately identify and define new market opportunities,products and services;obtain market acceptance of our

151、products and services;timely innovate,develop and commercialize new technologies and applications;adjust to changing market conditions;differentiate our offerings from our competitors offerings;obtain and maintain intellectual property rights where necessary;continue to develop a comprehensive,integ

152、rated product and service strategy;10Table of Contents properly price our products and services;and design our products to high standards of manufacturability so that they meet customer requirements.If we cannot succeed in responding in a timely manner to technological and/or market changes or if th

153、e new products and services that we introduce donot achieve market acceptance,our competitive position would diminish which could materially harm our business and our prospects.The global nature of our business exposes us to multiple risks.For the fiscal years ended September 30,2015 and 2014,approx

154、imately 63%and 64%,respectively,of our revenue was derived from sales outsideNorth America.We expect that international sales,including increased sales in Asia,will continue to account for a significant portion of our revenue.Wemaintain a global footprint of sales,service and repair operations.As a

155、result of our international operations,we are exposed to many risks and uncertainties,including:longer sales-cycles and time to collection;tariff and international trade barriers;fewer or less certain legal protections for intellectual property and contract rights abroad;different and changing legal

156、 and regulatory requirements in the jurisdictions in which we operate;government currency control and restrictions on repatriation of earnings;fluctuations in foreign currency exchange and interest rates,particularly in Asia and Europe;and political and economic instability,changes,hostilities and o

157、ther disruptions in regions where we operate.Negative developments in any of these areas in one or more countries could result in a reduction in demand for our products,the cancellation or delayof orders already placed,threats to our intellectual property,difficulty in collecting receivables,and a h

158、igher cost of doing business,any of which couldmaterially harm our business and profitability.Our business could be materially harmed if we fail to adequately integrate the operations of the businesses that we have acquired or may acquire.We have made in the past,and may make in the future,acquisiti

159、ons or significant investments in businesses with complementary products,servicesand/or technologies.Our acquisitions present numerous risks,including:difficulties in integrating the operations,technologies,products and personnel of the acquired companies and realizing the anticipated synergies ofth

160、e combined businesses;defining and executing a comprehensive product strategy;managing the risks of entering markets or types of businesses in which we have limited or no direct experience;the potential loss of key employees,customers and strategic partners of ours or of acquired companies;unanticip

161、ated problems or latent liabilities,such as problems with the quality of the installed base of the target companys products or infringement ofanother companys intellectual property by a target companys activities or products;problems associated with compliance with the acquired companys existing con

162、tracts;difficulties in managing geographically dispersed operations;and the diversion of managements attention from normal daily operations of the business.If we acquire a new business,we may be required to expend significant funds,incur additional debt or issue additional securities,which may negat

163、ivelyaffect our operations and be dilutive to our stockholders.In periods following an acquisition,we will be required to evaluate goodwill and acquisition-related intangible assets for impairment.If such assets are found to be impaired,they will be written down to estimated fair value,with a charge

164、 againstearnings.The failure to adequately address these risks or the impairment of any assets could materially harm our business and financial results.Entering new markets introduces new competitors and commercial risks.A key part of our growth strategy is to continue expanding beyond the semicondu

165、ctor manufacturing market into semiconductor adjacent and lifesciences sample management markets.As part of this strategy,we expect to diversify our product sales and service revenue by leveraging our coretechnologies,which requires investments and resources which may not be available as needed.We c

166、annot guarantee that we will be successful in leveragingour capabilities into the life sciences sample management market to meet all the needs of these new customers and to compete favorably.Because asignificant portion of our growth potential may be dependent on our ability to increase sales to mar

167、kets beyond semiconductor manufacturing,our inabilityto successfully enter new markets may adversely impact future financial results.11Table of ContentsChanges in key personnel could impair our ability to execute our business strategy.The continuing service of our executive officers and essential en

168、gineering,technical and management personnel,together with our ability to attractand retain such personnel,is an important factor in our continuing ability to execute our strategy.There is substantial competition to attract such employeesand the loss of any such key employees could have a material a

169、dverse effect on our business and operating results.The same could be true if we were toexperience a high turnover rate among engineering and technical personnel and we were unable to replace them.Our failure to protect our intellectual property could adversely affect our future operations.Our abili

170、ty to compete is significantly affected by our ability to protect our intellectual property.We rely upon patents,trade secret laws,confidentiality procedures,copyrights,trademarks and licensing agreements to protect our technology.Existing trade secret,trademark and copyright lawsoffer only limited

171、protection.Our success depends in part on our ability to obtain and enforce patent protection for our products both in the United States andin other countries.We own numerous U.S.and foreign patents,and we intend to file additional applications,as appropriate,for patents covering our productsand tec

172、hnology.Any issued patents owned by or licensed to us may be challenged,invalidated or circumvented,and the rights under these patents may notprovide us with competitive advantages.In addition,the laws of some countries in which our products are or may be developed,manufactured or sold maynot fully

173、protect our products.Due to the rapid technological change that characterizes the semiconductor and adjacent technology markets,we believe thatthe improvement of existing technology,reliance upon trade secrets and unpatented proprietary know-how and the development of new products may be asimportant

174、 as patent protection in establishing and maintaining competitive advantage.To protect trade secrets and know-how,it is our policy to require alltechnical and management personnel to enter into nondisclosure agreements.We cannot guarantee that the steps we have taken to protect our intellectual prop

175、erty will be adequate to prevent the misappropriation of ourtechnology.Other companies could independently develop similar or superior technology without violating our intellectual property rights.In the future,itmay be necessary to engage in litigation or like activities to enforce our intellectual

176、 property rights,to protect our trade secrets or to determine the validityand scope of proprietary rights of others,including our customers.This could require us to incur significant expenses and to divert the efforts and attention ofour management and technical personnel from our business operation

177、s.The expiration of our patents over time could lead to an increase of competition and a decline in our revenue.One of our main competitive strengths is our technology and we are dependent on our patent rights and other intellectual property rights to maintainour competitive position.While our curre

178、nt patents will expire from time to time through 2033,certain significant patents which we license to third parties inexchange for agreed upon royalties will expire within the next 12 months.In addition to the loss of revenue from royalties,the expiration of patents couldresult in increased competit

179、ion and declines in product and service revenue.We may be subject to claims of infringement of third-party intellectual property rights,or demands that we license third-party technology,which couldresult in significant expense and prevent us from using our technology.There has been substantial litig

180、ation regarding patent and other intellectual property rights in the semiconductor-related industries.We have in the pastbeen,and may in the future be,notified that we may be infringing intellectual property rights possessed by third parties.We cannot guarantee thatinfringement claims by third parti

181、es or other claims for indemnification by customers or end-users of our products resulting from infringement claims will notbe asserted in the future or that such assertions,whether or not proven to be true,will not materially and adversely affect our business,financial condition andresults of opera

182、tions.We cannot predict the extent to which we might be required to seek licenses or alter our products so that they no longer infringe the rights of others.Wealso cannot guarantee that licenses will be available or the terms of any licenses we may be required to obtain will be reasonable.Similarly,

183、changing ourproducts or processes to avoid infringing the rights of others may be costly or impractical and could detract from the value of our products.If a judgment ofinfringement were obtained against us,we could be required to pay substantial damages and a court could issue an order preventing u

184、s from selling one ormore of our products.Further,the cost and diversion of management attention brought about by such litigation could be substantial,even if we were toprevail.Any of these events could result in significant expense to us and may materially harm our business and our prospects.If our

185、 manufacturing sites were to experience a significant disruption in operations,our business could be materially harmed,while the failure toestimate customer demand accurately could result in excess or obsolete inventory.We have a limited number of manufacturing facilities for our products and we hav

186、e moved portions of our manufacturing to third parties,includingsome in lesser developed countries.If the operations at any one of these facilities were disrupted as a result of a natural disaster,fire,power or other utilityoutage,work stoppage or other similar event,our business could be seriously

187、harmed because we may be unable to manufacture and ship products and partsto our customers in a timely fashion.12Table of ContentsThe impact of any disruption at one of our facilities may be exacerbated if the disruption occurs at a time when we need to rapidly increase our manufacturingcapabilities

188、 to meet increased demand or expedited shipment schedules.Moreover,if actual demand for our products is different than expected,we may purchase more/fewer component parts than necessary or incur costs forcanceling,postponing or expediting delivery of such parts.If we purchase inventory in anticipati

189、on of customer demand that does not materialize,or if ourcustomers reduce or delay orders,we may incur excess inventory charges.Any or all of these factors could materially and adversely affect our business,financial condition and results of operations.Our business could be materially harmed if one

190、or more key suppliers fail to continuously deliver key components of acceptable cost and quality.We currently obtain many of our key components on an as-needed,purchase order basis from numerous suppliers.In some cases we have only a singlesource of supply for necessary components and materials used

191、 in the manufacturing of our products.Further,we are increasing our sourcing of products inAsia,and particularly in China,and we do not have a previous course of dealing with many of these suppliers.We do not generally have long-term supplycontracts with any of these suppliers,and many of them under

192、went cost-containment measures in light of the last significant industry downturn in 2008 and2009.As the industry has recovered,these suppliers have faced challenges in delivering components on a timely basis.The volatility in demand of thesecomponents has led some of our vendors to exit the semicon

193、ductor market,and other vendors may also decide to exit this market.Our inability to obtaincomponents or materials in required quantities or of acceptable cost and quality and with the necessary continuity of supply could result in delays orreductions in product shipments to our customers.In additio

194、n,if a supplier or sub-supplier suffers a production stoppage or delay for any reason,includingnatural disasters such as the tsunamis that affected Japan and Thailand,this could result in a delay or reduction in our product shipments to our customers.Any of these contingencies could cause us to lose

195、 customers,result in delayed or lost revenue and otherwise materially harm our business.Our outsource providers may fail to perform as we expect.Outsource providers have played and will continue to play a key role in our manufacturing operations and in many of our transactional and administrativefun

196、ctions,such as information technology and facilities management.Although we attempt to select reputable providers and secure their performance onterms documented in written contracts,it is possible that one or more of these providers could fail to perform as we expect and such failure could have ana

197、dverse impact on our business.Our business relies on certain critical information systems and a failure or breach of such a system could harm our business and results of operationsand,in the event of unauthorized access to a customers data or our data,incur significant legal and financial exposure a

198、nd liabilities.We maintain and rely upon certain critical information systems for the effective operation of our business.These information systems includetelecommunications,the internet,our corporate intranet,various computer hardware and software applications,network communications and e-mail.Thes

199、einformation systems may be owned and maintained by us,our outsource providers or third parties such as vendors and contractors.These information systemsare subject to attacks,failures,and access denials from a number of potential sources including viruses,destructive or inadequate code,power failur

200、es,andphysical damage to computers,hard drives,communication lines and networking equipment.To the extent that these information systems are under ourcontrol,we have implemented security procedures,such as virus protection software and emergency recovery processes,to mitigate the outlined risks.Howe

201、ver,security procedures for information systems cannot be guaranteed to be failsafe and our inability to use or access these information systems atcritical points in time,or unauthorized releases of confidential information,could unfavorably impact the timely and efficient operation of our business.

202、Confidential information stored on these information systems could also be compromised.If a third party gains unauthorized access to our data,including any information regarding our customers,such security breach could expose us to a risk of loss of this information,loss of business,litigation andpo

203、ssible liability.These security measures may be breached as a result of third-party action,including intentional misconduct by computer hackers,employee error,malfeasance or otherwise.Additionally,third parties may fraudulently attempt to induce employees or customers into disclosing sensitiveinform

204、ation such as user names,passwords or other informatio n in order to gain access to our customers data or our data,including our intellectual propertyand other confidential business information,or our information technology systems.Because the techniques used to obtain unauthorized access,or tosabot

205、age systems,change frequently and generally are not recognized until launched against a target,we may be unable to anticipate these techniques or toimplement adequate preventative measures.Any security breach could result in a loss of confidence by our customers,damage our reputation,disrupt ourbusi

206、ness,lead to legal liability and negatively impact our future sales.Our intangible assets may become impaired.13Table of ContentsAs of September 30,2015,we had$121.4 million of goodwill and$55.4 million in net intangible assets as a result of our acquisitions.We periodicallyreview our goodwill and t

207、he estimated useful lives of our identifiable intangible assets,taking into consideration any events or circumstances that mightresult in either a diminished fair value,or for intangible assets,a revised useful life.These events and circumstances include significant changes in thebusiness climate,le

208、gal factors,operating performance indicators,advances in technology and competition.Any impairment or revised useful life could havea material and adverse effect on our financial position and results of operations,and could harm the trading price of our common stock.Changes in tax rates or tax regul

209、ation could affect results of operations.As a global company,we are subject to taxation in the United States and various other countries.Significant judgment is required to determine andestimate worldwide tax liabilities.Our future annual and quarterly effective tax rates could be affected by numero

210、us factors,including changes in the:applicable tax laws;composition of pre-tax income in countries with differing tax rates;and/or valuation of our deferred tax assets and liabilities.In addition,we are subject to regular examination by the Internal Revenue Service and state,local and foreign tax au

211、thorities.We regularly assess the likelihood offavorable or unfavorable outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.Although we believe ourtax estimates are reasonable,there can be no assurance that any final determination will not be materi

212、ally different from the treatment reflected in ourhistorical income tax provisions and accruals,which could materially and adversely affect our financial condition and results of operations.We are subject to numerous governmental regulations.We are subject to federal,state,local and foreign regulati

213、ons,including environmental regulations and regulations relating to the design and operationof our products and control systems.We might incur significant costs as we seek to ensure that our products meet safety and emissions standards,many ofwhich vary across the states and countries in which our p

214、roducts are used.In the past,we have invested significant resources to redesign our products tocomply with these directives.Compliance with future regulations,directives,and standards could require us to modify or redesign some products,makecapital expenditures,or incur substantial costs.If we do no

215、t comply with current or future regulations,directives,and standards:we could be subject to fines;our production or shipments could be suspended;and we could be prohibited from offering particular products in specified markets.Any of these events could materially and adversely affect our business,fi

216、nancial condition and results of operations.New regulations and customer demands related to conflict minerals may adversely affect us.The Dodd-Frank Wall Street Reform and Consumer Protection Act imposes new disclosure requirements regarding the use in our products of“conflictminerals”mined from the

217、 Democratic Republic of Congo and adjoining countries,whether or not the components of our products are manufactured by us orthird parties.This new requirement could affect the pricing,sourcing and availability of minerals used in the manufacture of components we use in ourproducts.In addition,there

218、 are additional costs associated with complying with the disclosure requirements and customer requests,such as costs related toour due diligence to determine the source of any conflict minerals used in our products.We may face difficulties in satisfying customers who may require thatall of the compo

219、nents of our products are certified as conflict mineral free and/or free of numerous other hazardous materials.Unfavorable currency exchange rate fluctuations may lead to lower operating margins,or may cause us to raise prices,which could result in reducedsales.Currency exchange rate fluctuations co

220、uld have an adverse effect on our sales and results of operations and we could experience losses with respect toforward exchange contracts into which we may enter.Unfavorable currency fluctuations could require us to increase prices to foreign customers,which couldresult in lower net sales by us to

221、such customers.Alternatively,if we do not adjust the prices for our products in response to unfavorable currencyfluctuations,our results of operations could be materially and adversely affected.In addition,most sales made by our foreign subsidiaries are denominated inthe currency of the country in w

222、hich these products are sold and the currency they receive in payment for such sales could be less valuable as compared to theU.S.dollar at the time of receipt as a result of exchange rate fluctuations.From time to time,we enter into forward exchange contracts to reduce currencyexposure.However,we c

223、annot be certain that our efforts will be adequate to protect us against significant currency fluctuations or that such efforts will notexpose us to additional exchange rate risks,which could materially and adversely affect our results of operations.14Table of ContentsRisks Relating to Our Customers

224、Because we rely on a limited number of customers for a large portion of our revenue,the loss of one or more of these customers could materially harmour business.We receive a significant portion of our revenue in each fiscal period from a relatively limited number of customers,and that trend is likel

225、y to continue.Sales to our ten largest customers accounted for approximately 38%,37%and 40%of our total revenue in the fiscal years ended September 30,2015,2014and 2013,respectively.The loss of one or more of these major customers,a significant decrease in orders from one of these customers,or the i

226、nability of oneor more customers to make payments to us when they are due could materially affect our revenue,business and reputation.In addition,there has been andmay continue to be significant consolidation among some of our largest OEM customers,which could lead to increased pressure to reduce th

227、e price of ourproducts and/or decreased market share of our products with the combined companies.Because of the lengthy sales cycles of many of our products,we may incur significant expenses before we generate any revenue related to thoseproducts.Our customers may need several months to test and eva

228、luate our products.This increases the possibility that a customer may decide to cancel an orderor change its plans,which could reduce or eliminate our sales to that customer.The impact of this risk can be magnified during the periods in which weintroduce a number of new products,as has been the case

229、 in recent years.As a result of this lengthy sales cycle,we may incur significant research anddevelopment expenses,and selling,general and administrative expenses before we generate the related revenue for these products,and we may nevergenerate the anticipated revenue if our customer cancels an ord

230、er or changes its plans.In addition,many of our products will not be sold directly to the end-user but will be components of other products manufactured by OEMs.As a result,we rely on OEMs to select our products from among alternative offerings to be incorporated into their equipment at the design s

231、tage;so-called design-ins.The OEMs decisions often precede the generation of volume sales,if any,by a year or more.Moreover,if we are unable to achieve these design-ins from anOEM,we would have difficulty selling our products to that OEM because changing suppliers after design-ins involves significa

232、nt cost,time,effort and riskon the part of that OEM.Customers generally do not make long term commitments to purchase our products and our customers may cease purchasing our products at any time.Sales of our products are often made pursuant to individual purchase orders and not under long-term commi

233、tments and contracts.Our customersfrequently do not provide any assurance of minimum or future sales and are not prohibited from purchasing products from our competitors at any time.Accordingly,we are exposed to competitive pricing pressures on each order.Our customers also engage in the practice of

234、 purchasing products from more thanone manufacturer to avoid dependence on sole-source suppliers for certain of their needs.The existence of these practices makes it more difficult for us toincrease price,gain new customers and win repeat business from existing customers.We may face claims for liabi

235、lity related to damages of customer materials attributed to the failure of our products,exposing us to significant financialor reputational harm.Our automation products for the semiconductor manufacturing market are used in the handling and movement of silicon wafers at various points in theproducti

236、on process,and our automated cold storage systems for the life sciences sample management market are used in the handling,movement and storageof biological and chemical samples.In either case,damage to our customers materials may be attributed to a failure of our products which could lead toclaims f

237、or damages made by our customers and could also harm our relationship with our customers and damage our reputation in each of these industries,resulting in material harm to our business.Risks Relating to Owning Our SecuritiesOur stock price is volatile.The market price of our common stock has fluctu

238、ated widely.From the beginning of fiscal year 2014 through the end of fiscal year 2015,our stockprice fluctuated between a high of$13.37 per share and a low of$9.06 per share.Consequently,the current market price of our common stock may not beindicative of future market prices,and we may be unable t

239、o sustain or increase the value of an investment in our common stock.Factors affecting our stockprice may include:variations in operating results from quarter to quarter;changes in earnings estimates by analysts or our failure to meet analysts expectations;changes in the market price per share of ou

240、r public company customers;market conditions in the semiconductor and other industries into which we sell products and services;global economic conditions;15Table of Contents political changes,hostilities or natural disasters such as hurricanes and floods;low trading volume of our common stock;and t

241、he number of firms making a market in our common stock.In addition,the stock market has in the past experienced significant price and volume fluctuations.These fluctuations have particularly affected themarket prices of the securities of high technology companies like ours.These market fluctuations

242、could adversely affect the market price of our commonstock.We may not pay dividends on our common stock.Holders of our common stock are only entitled to receive dividends when and if they are declared by our Board of Directors.Although we havedeclared cash dividends on our common stock for the past

243、several years,we are not required to do so and may reduce or eliminate our cash dividends in thefuture.This could adversely affect the market price of our common stock.Provisions in our charter documents and,Delaware law may delay or prevent an acquisition of us,which could decrease the value of you

244、r shares.Our restated certificate of incorporation and by-laws and Delaware law contain provisions that could make it harder for a third party to acquire uswithout the consent of our Board of Directors.These provisions include limitations on actions by our stockholders by written consent,the inabili

245、ty ofstockholders to call special meetings and the potential for super majority votes of our stockholders in certain circumstances.In addition,our Board ofDirectors has the right to issue preferred stock without stockholder approval,which could be used to dilute the stock ownership of a potential ho

246、stileacquirer.Our restated certificate of incorporation makes us subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law.Ingeneral,Section 203 prohibits publicly held Delaware corporations to which it applies from engaging in a“business combination”with an“inte

247、restedstockholder”for a period of three years after the date of the transaction in which the person became an interested stockholder,unless the businesscombination is approved in a prescribed manner.This provision could discourage others from bidding for our shares of common stock and could,as a res

248、ult,reduce the likelihood of an increase in the price of our common stock that would otherwise occur if a bidder sought to buy our common stock.Delaware law also imposes restrictions on mergers and other business combinations between us and any holder of 15%or more of our outstandingcommon stock.Alt

249、hough we believe these provisions provide for an opportunity to receive a higher bid by requiring potential acquirers to negotiate with ourBoard of Directors,these provisions apply even if the offer may be considered beneficial by stockholders.If a change of control or change in management isdelayed

250、 or prevented,the market price of our common stock could decline.Our certificate of incorporation authorizes the issuance of shares of blank check preferred stock.Our certificate of incorporation provides that our Board of Directors is authorized to issue from time to time,without further stockholde

251、r approval,up to1,000,000 shares of preferred stock in one or more series and to fix and designate the rights,preferences,privileges and restrictions of the preferred stock,including dividend rights,conversion rights,voting rights,redemption rights and terms of redemption and liquidation preferences

252、.Such shares of preferredstock could have preferences over our common stock with respect to dividends and liquidation rights.Our issuance of preferred stock may have the effect ofdelaying or preventing a change in control.Our issuance of preferred stock could decrease the amount of earnings and asse

253、ts available for distribution to theholders of common stock or could adversely affect the rights and powers,including voting rights,of the holders of common stock.The issuance of preferredstock could have the effect of decreasing the market price of our common stock.Item 1B.Unresolved Staff Comments

254、None.16Table of ContentsItem 2.PropertiesOur corporate headquarters and primary manufacturing/research and development facilities are currently located in three buildings in Chelmsford,Massachusetts.We maintain the following principal facilities:Location Functions Square Footage(Approx.)Ownership St

255、atus/LeaseExpirationChelmsford,Massachusetts Corporate headquarters,training,manufacturing,R&Dand sales&support 298,000 OwnedFremont,California Manufacturing,R&D and sales&support 44,900 August 2018Manchester,UK Manufacturing,R&D and sales&support 44,670 December 2019Yongin-City,South Korea Manufact

256、uring,R&D and sales&support 32,000 August 2019Jena,Germany R&D and sales&support 30,100 January 2017Chu Bei City,Taiwan Sales&support 28,600 June 2016Our Brooks Product Solutions segment utilizes the facilities in Chelmsford,Massachusetts;Fremont,California;South Korea and Germany.Our BrooksGlobal S

257、ervices segment utilizes the facilities in Chelmsford,Massachusetts;South Korea;Germany and Taiwan.Our Brooks Life Science Systems segmentutilizes the facilities in Manchester,UK and Spokane,Washington.During fiscal year 2015,we utilized a facility in Poway,California to accommodate the manufacturin

258、g,R&D and sales&support functions for ourBrooks Life Science Systems segment.We vacated the facility in September 2015 upon expiration of the lease.On September 30,2015,we purchased one of the buildings in Chelmsford,Massachusetts which we had previously been leasing.We maintain additional sales and

259、 support and training offices in Texas,Europe(France,Germany and Switzerland),Asia(Japan,China,Singapore andTaiwan)and the Middle East(Israel).We utilize a third party to manage our manufacturing operations in Mexico.As a part of this arrangement,we make and guarantee the monthlypayments for a lease

260、 of the 56,100 square foot manufacturing facility which expires in January 2018.The remaining payments under the lease wereapproximately$1.0 million at September 30,2015.Item 3.Legal ProceedingsWe are subject to various legal proceedings,both asserted and unasserted,that arise in the ordinary course

261、 of business.We cannot predict the ultimateoutcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses.However,as of the date of this report,we believe thatnone of these claims will have a material adverse effect on our consolidated financial condition or

262、results of operations.In the event of unexpectedsubsequent developments and given the inherent unpredictability of these legal proceedings,there can be no assurance that our assessment of any claim willreflect the ultimate outcome and an adverse outcome in certain matters could,from time-to-time,hav

263、e a material adverse effect on our consolidated financialcondition or results of operations in particular quarterly or annual periods.17Table of ContentsItem 4.Mine Safety DisclosuresNot applicable.PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of

264、 Equity SecuritiesOur common stock is traded on the NASDAQ Stock Market LLC under the symbol“BRKS.”The following table sets forth the high and low intradaysales prices per share of our common stock as reported by the NASDAQ Stock Market LLC and the cash dividends declared per common share for the pe

265、riodsindicated:Market Price DividendsDeclared High Low Fiscal year ended September 30,2015 First quarter$13.02$9.87$0.10 Second quarter13.37 11.43 0.10 Third quarter12.36 10.76 0.10 Fourth quarter11.74 9.71 0.10Fiscal year ended September 30,2014 First quarter$10.75$9.01$0.08 Second quarter11.64 9.4

266、3 0.08 Third quarter11.50 8.75 0.08 Fourth quarter11.53 9.86 0.10Number of HoldersAs of October 30,2015,there were 615 holders of record of our common stock.Dividend PolicyDividends are declared at the discretion of our Board of Directors and depend on actual cash flow from operations,our financial

267、condition,capitalrequirements and any other factors our Board of Directors may consider relevant.Future dividend declarations,as well as the record and payment dates forsuch dividends,will be determined by our Board of Directors on a quarterly basis.On November 4,2015,our Board of Directors approved

268、 a cash dividend of$0.10 per share payable on December 22,2015 to common stockholders ofrecord on December 4,2015.18Table of ContentsComparative Stock PerformanceThe following graph compares the cumulative total shareholder return(assuming reinvestment of dividends)from investing$100 on September 30

269、,2010,and plotted at the last trading day of each of the fiscal years ended September 30,2011,2012,2013,2014 and 2015,in each of(i)our Common Stock;(ii)the NASDAQ/NYSE MKT/NYSE Index of companies;and(iii)a peer group comprised of:Advanced Energy Industries,Inc.,Bruker Corp.,Entegris,Inc.,FEI Company

270、,Formfactor Inc.,MKS Instruments,Inc.,Photronics,Inc.,Teradyne Inc.,Ultra Clean Technology,Inc.,Veeco Instruments Inc.and Xcerra Corp.The stock price performance on the graph below is not necessarily indicative of future price performance.COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*Among Brooks Aut

271、omation,Inc.,the NASDAQ/NYSE MKT/NYSE Index,and a Peer Group*$100 invested on September 30,2010 in stock or index,including reinvestment of dividends.9/30/10 9/30/11 9/30/12 9/30/13 9/30/14 9/30/15Brooks Automation,Inc.$100.00$122.55$124.88$149.83$174.75$201.65NASDAQ/NYSE MKT/NYSE100.00 97.43 124.31

272、 149.54 171.96 165.51Peer Group100.00 99.24 121.88 163.22 169.00 161.71The information included under the heading“Comparative Stock Performance”in Item 5 of this report shall not be deemed to be“soliciting material”or subject to Regulation 14A,shall not be deemed“filed”for purposes of Section 18 of

273、the Exchange Act,or otherwise subject to the liabilities of thatsection,nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,as amended,or the Exchange Act.Unregistered Sales of SecuritiesNot applicable.Issuers Purchases of Equity SecuritiesAs part of our e

274、quity compensation program,we offer recipients of restricted stock awards the opportunity to elect to sell their shares at the time ofvesting to satisfy tax obligations in connection with such vesting.The following table provides19Table of Contentsinformation concerning shares of our Common Stock,$0

275、.01 par value,purchased in connection with the forfeiture of shares to satisfy the employeesobligations with respect to withholding taxes in connection with the vesting of certain shares of restricted stock during the three months ended September 30,2015.Upon purchase,these shares are immediately re

276、tired.Period TotalNumberof SharesPurchased Average PricePaidper Share Total Number ofShares Purchased asPart of PubliclyAnnounced Plansor Programs MaximumNumber(orApproximateDollar Value)ofShares that May Yetbe Purchased Underthe Plans orProgramsJuly 1-31,2015$August 1-31,2015 369 10.87 369 Septembe

277、r 1-30,2015 Total 369$10.87 369$On September 29,2015,our Board of Directors approved a share repurchase program for up to$50 million worth of our common stock.The timing andamount of any shares repurchased are based on market and business conditions,legal requirements and other factors and may be co

278、mmenced or suspended atany time at our discretion.There were no shares repurchased under this program during fiscal year 2015.Item 6.Selected Financial DataThe selected consolidated financial data set forth below should be read in conjunction with our consolidated financial statements and notes ther

279、eto and“Managements Discussion and Analysis of Financial Condition and Results of Operations,”appearing elsewhere in this report.Year Ended September 30,2015(1)(2)2014(3)(4)(5)2013(4)(6)(7)2012(4)(8)(9)(10)2011(4)(11)(12)(In thousands,except per share data)Revenue$552,708$482,848$422,440$488,983$653

280、,299Gross profit$189,105$167,337$132,307$159,453$207,012Operating income(loss)$16,890$(2,699)$(16,798)$1,642$70,301Income(loss)from continuing operations$14,221$1,520$(7,114)$131,835$121,141Income from discontinued operations,net of tax$30,002$4,964$5,000$9,296Net income(loss)attributable to Brooks

281、Automation,Inc.$14,221$31,361$(2,215)$136,789$130,385Basic net income(loss)per share attributable to Brooks Automation,Imon stockholders:Income(loss)from continuing operations$0.21$0.02$(0.11)$2.02$1.88Income from discontinued operations,net of tax 0.45 0.08 0.08 0.14Basic net income(loss)per share

282、attributable to Brooks Automation,Inc.$0.21$0.47$(0.03)$2.10$2.02Diluted net income(loss)per share attributable to BrooksAutomation,Imon stockholders:Income(loss)from continuing operations$0.21$0.02$(0.11)$2.01$1.86Income from discontinued operations,net of tax 0.44 0.08 0.08 0.14Diluted net income(

283、loss)per share attributable to BrooksAutomation,Inc.$0.21$0.46$(0.03)$2.08$2.01Dividend declared per share$0.40$0.34$0.32$0.32$0.0820Table of Contents As of September 30,2015 2014 2013 2012 2011(In thousands)Cash and cash equivalents and marketable securities$214,030$245,456$173,362$200,231$205,818W

284、orking capital(13)$105,583$98,228$105,511$121,709$95,579Total assets$759,654$778,038$736,763$741,960$636,958Total capital lease obligation$8,298$Total equity$632,045$642,889$632,656$649,301$518,936 Year Ended September 30,2015 FirstQuarter(2)SecondQuarter ThirdQuarter FourthQuarter(1)(In thousands,e

285、xcept per share data)Revenue$122,736$139,313$144,894$145,765Gross profit$39,088$46,025$51,187$52,805Operating income(loss)$(6,480)$3,053$10,170$10,147Net income(loss)$(2,734)$2,711$7,681$6,563Basic net income(loss)per share$(0.04)$0.04$0.11$0.10Diluted net income(loss)per share$(0.04)$0.04$0.11$0.10

286、 Year Ended September 30,2014 FirstQuarter(4)SecondQuarter ThirdQuarter(3)(5)FourthQuarter(3)(In thousands,except per share data)Revenue$117,072$125,900$117,359$122,517Gross profit$40,891$44,298$40,746$41,402Operating income(loss)$1,458$2,396$(5,910)$(643)Income(loss)from continuing operations$1,919

287、$2,103$(2,764)$262Income from discontinued operations,net of tax$1,577$1,162$27,263$Net income attributable to Brooks Automation,Inc.$3,448$3,189$24,476$248Basic net income per share attributable to Brooks Automation,Imonstockholders:Income(loss)from continuing operations$0.03$0.03$(0.04)$0.00Income

288、 from discontinued operations,net of tax0.02 0.02 0.41 Basic net income per share attributable to Brooks Automation,Inc.$0.05$0.05$0.37$0.00Diluted net income per share attributable to Brooks Automation,Imonstockholders:Income(loss)from continuing operations$0.03$0.03$(0.04)$0.00Income from disconti

289、nued operations,net of tax0.02 0.02 0.40 Diluted net income per share attributable to Brooks Automation,Inc.$0.05$0.05$0.36$0.00 (1)We acquired Contact Co.,Ltd.,or Contact,in August 2015.The results of Contact have been included in our results of operations from the date ofacquisition.Please refer t

290、o Note 4,“Acquisitions”to our consolidated financial statements included under Item 8.Financial Statements andSupplementary Data of this Form 10-K for additional information regarding this transaction.(2)We acquired FluidX Ltd.,or FluidX,in October 2014.The results of FluidX have been included in ou

291、r results of operations from the date ofacquisition.Please refer to Note 4,“Acquisitions”to our consolidated financial statements21Table of Contentsincluded under Item 8.Financial Statements and Supplementary Data of this Form 10-K for additional information regarding this transaction.(3)We acquired

292、 Dynamic Micro Systems Semiconductor Equipment GmbH,or DMS,in April 2014.The results of DMS have been included in our resultsof operations from the date of acquisition.Please refer to Note 4,“Acquisitions”to our consolidated financial statements included under Item 8.Financial Statements and Supplem

293、entary Data of this Form 10-K for additional information regarding this transaction.(4)In March 2014,we entered into an agreement to sell the Granville-Phillips Gas Analysis&Vacuum Measurement,or Granville-Phillips,business unitfor$87.0 million in cash.In the second quarter of fiscal year 2014,we de

294、termined that the Granville-Phillips business met the criteria of being reportedas a discontinued operation.As a result,the selected financial data presented for periods prior to the second quarter of fiscal year 2014 has been revisedto present the operating results of the Granville-Phillips busines

295、s as a discontinued operation.Please refer to Note 3,“Discontinued Operations”to ourconsolidated financial statements included under Item 8.Financial Statements and Supplementary Data of this Form 10-K for additional informationregarding this transaction.(5)We completed the sale of the Granville-Phi

296、llips business in May 2014.We realized a pre-tax gain of$56.8 million and an after-tax gain of$26.9million in connection with the sale.The tax charge of$29.9 million on the gain is substantially non-cash as it was offset by our net operating losses inthe United States.(6)We acquired certain assets a

297、nd assumed certain liabilities of Matrical,Inc.s life science businesses,collectively referred to as Matrical,in August2013.The results of Matrical have been included in our results of operations from the date of acquisition.Please refer to Note 4,“Acquisitions”to ourconsolidated financial statement

298、s included under Item 8.Financial Statements and Supplementary Data of this Form 10-K for additional informationregarding this transaction.(7)We acquired Crossing Automation Inc.,or Crossing,in October 2012.The results of Crossing have been included in our results of operations from thedate of acqui

299、sition.Please refer to Note 4,“Acquisitions”to our consolidated financial statements included under Item 8.Financial Statements andSupplementary Data of this Form 10-K for additional information regarding this transaction.(8)We acquired the Celigo product line in December 2011.The results from the C

300、eligo product line were included in our results of operations fromthe date of acquisition through March 2014,when we completed the sale of this product line.(9)Income(loss)from continuing operations and net income(loss)attributable to Brooks Automation,Inc.includes a$121.8 million deferred income ta

301、xbenefit in connection with a reversal of a majority of the valuation allowance against our net deferred tax assets.(10)Income(loss)from continuing operations and net income(loss)attributable to Brooks Automation,Inc.includes an$8.9 million charge in connectionwith the settlement of our U.S.defined

302、benefit pension plan.(11)We acquired RTS Life Science Limited,or RTS,in April 2011 and Nexus Biosystems,Inc.,or Nexus,in July 2011.The results of RTS and Nexus havebeen included in our results of operations from the date of each acquisition.(12)On June 28,2011,we disposed of our contract manufacturi

303、ng business that did not qualify as discontinued operations because of the significance ofthe ongoing commercial arrangements between us and the buyer.As such,the operations prior to the divestiture are included in our results ofoperations.Income(loss)from continuing operations and net income(loss)a

304、ttributable to Brooks Automation,Inc.includes a$45.0 million pre-taxgain on the sale of our contract manufacturing business.(13)The calculation of working capital excludes Cash and cash equivalents,Marketable securities,Assets Held for Sale,as well as assets andliabilities identifiable within the Gr

305、anville-Phillips business reported as“Assets held for sale”and“Liabilities held for sale,”respectively,in theConsolidated Balance Sheets as of September 30,2013.Item 7.Managements Discussion and Analysis of Financial Condition and Results of OperationsYou should read the following discussion in conj

306、unction with our consolidated financial statements and related notes beginning on page 40.In additionto historical information,this discussion contains forward-looking statements that involve risks and uncertainties.You should read“Information Related toForward-Looking Statements”included above in t

307、his Form 10-K and Item 1A.Risk Factors for a discussion of important factors that could cause our actualresults to differ materially from our expectations.OverviewWe are a leading worldwide provider of automation and cryogenic solutions for multiple markets including semiconductor capital equipment

308、and lifescience biological sample management and storage,and we are a valued business partner to original equipment manufacturers,or OEMs,and equipmentusers throughout the world.We serve markets in which equipment productivity and availability are critical factors for our customers success,typically

309、 indemanding temperature and/or pressure environments.The demand for semiconductors and semiconductor manufacturing equipment is cyclical,resulting inperiodic expansions and contractions of this market.In addition to the semiconductor market,we serve the life sciences,industrial capital equipment an

310、dother adjacent technology markets.22Table of ContentsIn the semiconductor capital equipment market,we utilize our capabilities in automation and cryogenics in various robotic automation and cryogenicvacuum pump offerings,both of which are used in the wafer processing steps of a semiconductor manufa

311、cturer.We expect the semiconductor equipmentmarket to remain a key end market for our products and services as we continue making investments to maintain and grow our semiconductor product andservice offerings.A majority of our research and development spending advances our current product lines and

312、 drives innovations for new product offerings.We have made numerous acquisitions in past years to support and expand our technology and product offerings for the semiconductor market.In October2012,we acquired Crossing Automation Inc.,or Crossing,a U.S.-based provider of automation solutions and ser

313、vices for semiconductor front-end markets,for$59.0 million.In April 2014,we acquired Dynamic Micro Systems Semiconductor Equipment GmbH,or DMS,for$31.6 million.DMS is a German-basedprovider of automated contamination control solutions,or CCS,for front opening unified pod,or FOUP,carriers and reticle

314、 storage targeted at improvingyield of semiconductor processes at semiconductor fabrication plants.In August 2015,we acquired Contact Co.,Ltd.,or Contact,for$6.8 million,net of cashacquired.Contact is a Japanese-based provider of automated cleaner products for wafer carrier devices used in the globa

315、l semiconductor markets.Thisacquisition broadens our CCS product portfolio and adds complementary technology to our CCS business unit.In the life sciences sample management market,we utilize our capabilities in automation and cryogenics in various offerings,such as automated ultracold storage freeze

316、rs,consumable sample storage containers and instruments,to assist in the workflow of sample management.We expect the life sciencessample management market to remain a key end market for our products and services.In 2011,we entered the life sciences sample management marketthrough the acquisition of

317、Nexus Biosystems,Inc.,or Nexus,and RTS Life Science Limited,or RTS,the providers of automation solutions and consumablesto the life sciences sample management market.We continued to expand our offerings and customer relationships in the life sciences sample managementmarket in August 2013 with the a

318、cquisition of certain assets and liabilities related to biological sample preparation,management and storage solutions fromMatrical,Inc.,or Matrical,for$9.3 million.These acquisitions provided a broad set of offerings,including automated systems for compound and biologicalsample storage in temperatu

319、res below-80 degrees Celsius,consumable storage products and instruments to support the work flow of sample management.InOctober 2014,we acquired FluidX Ltd.,or FluidX,a UK-based provider of biological sample storage tubes and complementary bench-top instruments for$15.5 million,net of cash acquired

320、.During fiscal year 2015 and 2014,more than 25%of our research and development spending has focused on innovatingand advancing solutions in the life sciences sample management market.In fiscal year 2014,as a result of our research and development efforts,our BrooksLife Science Systems segment began

321、shipping our modular Twin-bank platform of automated systems for compound and biological sample storage fortemperatures at below-80 degrees Celsius.In fiscal year 2015,we have shipped evaluation prototypes of our Biostore III Cryo store,an automated ultra-coldsystem which stores biological samples b

322、elow-150 degrees Celsius.We expect to continue investing in research and development and making strategicacquisitions with the objective of expanding our offerings in the life sciences sample management market.In March 2014,we entered into an agreement to sell the Granville-Phillips business unit to

323、 MKS Instruments,Inc.for$87.0 million in cash.TheGranville-Phillips business is a provider of gas analysis and vacuum measurement devices used primarily in the semiconductor and adjacent industrialmanufacturing markets.We completed the sale on May 30,2014.We recorded a pre-tax gain of$56.8 million a

324、nd an after-tax gain of$26.9 million as aresult of this transaction.The tax charge of$29.9 million on the gain was substantially non-cash as it was offset by our prior net operating losses in theUnited States.Our historical financial statements have been revised to present the operating results of t

325、he Granville-Phillips business as a discontinuedoperation.We report financial results in the following three segments:The Brooks Product Solutions segment provides a variety of products and solutions that enable improved throughput and yield in controlledoperating environments.Those products include

326、 atmospheric and vacuum robots,robotic modules,and tool automation systems that provideprecision handling and clean wafer environments,as well as cryogenic pumps and compressors that provide vacuum pumping and thermalmanagement solutions used to create and control critical process vacuum application

327、s.The Brooks Global Services segment provides an extensive range of support services,including repair services,diagnostic support services,andinstallation services in support of the products from our Brooks Product Solutions segment,which enable our customers to maximize process tooluptime and produ

328、ctivity.This segment also provides end-user customers with spare parts and productivity enhancement upgrades to maximizecustomer tool productivity.The Brooks Life Science Systems segment provides automated cold sample management systems for compound and biological sample storage,equipment for sample

329、 preparation and handling,consumables,and parts and support services to a wide range of life science customers includingpharmaceutical companies,biotechnology companies,biobanks,national laboratories,research institutes and research universities.23Table of ContentsDuring fiscal year 2015,we had net

330、income attributable to Brooks Automation,Inc.of$14.2 million,all which was attributable to income fromcontinuing operations.During fiscal year 2014,we had net income attributable to Brooks Automation,Inc.of$31.4 million,of which$1.5 million wasattributable to income from continuing operations and$30

331、.0 million to income from discontinued operations,including the gain on sale of the Granville-Phillips business unit.The increase of$12.7 million in income from continuing operations during fiscal year 2015 compared to fiscal year 2014 was drivenprimarily by higher revenue of$69.9 million and higher

332、 gross profit of$21.8 million.Please refer to the Results of Operations section below for a detaileddiscussion of our current fiscal year operating results as compared to the prior fiscal year.Income from continuing operations was$1.5 million during fiscal year 2014 compared to a loss of$7.1 million

333、 during fiscal year 2013.Net incomeattributable to Brooks Automation,Inc.was$31.4 million during fiscal year 2014 compared to a net loss of$2.2 million during fiscal year 2013 and includedincome from discontinued operations related to the Granville-Phillips business unit of$30.0 million and$5.0 million,respectively,during each fiscal year.During fiscal year 2014,we implemented a number of measures