Azenta, Inc. (AZTA) 2018年年度報告「NASDAQ」.pdf

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1、 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 Form 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 30,2018 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF

2、1934 For the transition period from to .Commission File Number:0-25434 Brooks Automation,Inc.(Exact name of Registrant as Specified in Its Charter)Delaware 04-3040660(State or Other Jurisdiction of Incorporation or Organization)(I.R.S.Employer Identification No.)15 Elizabeth Drive Chelmsford,Massach

3、usetts(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 Registered Common Stock,$0.01 par value The Nasdaq Stock Market LLC

4、Securities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the S

5、ecurities 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 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such report

6、s),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 mon

7、ths(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405 of this chapter)is not contained herein,and will not be contained,to the best of registrants knowledge

8、,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging

9、growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company I

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

11、ell 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 31,2018,was approximately$1,303,513,402 based on the closing price per share of$27.08 on that date on the Nasdaq S

12、tock Market.As of March 31,2018,70,539,856 shares of the registrants Common Stock,$0.01 par value,were outstanding.As of November 15,2018,71,776,483 shares of the registrants Common Stock,$0.01,par value,were outstanding.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrants Proxy Statement

13、 involving the election of directors,which is expected to be filed within 120 days after the end of the registrants fiscal year,are incorporated by reference in Part III of this Report.2 BROOKS AUTOMATION,INC.TABLE OF CONTENTS PAGE NUMBER PART I Item 1.Business.3 Item 1A.Risk Factors.13 Item 1B.Unre

14、solved Staff Comments.24 Item 2.Properties.24 Item 3.Legal Proceedings.25 Item 4.Mine Safety Disclosures.25 PART II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.26 Item 6.Selected Financial Data.28 Item 7.Managements Discussion and

15、 Analysis of Financial Condition and Results of Operations.29 Item 7A.Quantitative and Qualitative Disclosures About Market Risk.48 Item 8.Financial Statements and Supplementary Data.49 Item 9.Changes In and Disagreements With Accountants on Financial Accounting and Financial Disclosure.105 Item 9A.

16、Controls and Procedures.105 Item 9B.Other Information.106 PART III Item 10.Directors,Executive Officers and Corporate Governance.106 Item 11.Executive Compensation.106 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.106 Item 13.Certain Relations

17、hips and Related Transactions,and Director Independence.106 Item 14.Principal Accountant Fees and Services.106 PART IV Item 15.Exhibits and Financial Schedules.107 SIGNATURES.111 3 Information Relating to Forward-Looking Statements Certain statements in this Form 10-K constitute forward-looking stat

18、ements,which are subject to the safe harbor provisions created by the Private Securities 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 phrases and words such as“we believe,”“we estimate,”“we

19、 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-looking statements include,but are not limited to,st

20、atements that relate to our future revenue,margin,costs,earnings,product development,demand,acceptance and market share,competitiveness,market opportunities and performance,levels of research and development,or R&D,the success of our marketing,sales and service efforts,outsourced activities and oper

21、ating expenses,anticipated manufacturing,customer and technical requirements,the ongoing viability of the solutions that we offer and our customers success,tax expenses,our managements plans and objectives for our current and future operations and business focus,the expected benefits and other state

22、ments relating to our divestures and acquisitions,the levels of customer spending,general economic conditions,the sufficiency of financial resources to support future operations,and capital expenditures.Such statements are based on current expectations and are subject to risks,uncertainties,and chan

23、ges in condition,significance,value and effect,including without limitation those discussed within Item 1 A,“Risk Factors”and elsewhere in this report and other documents 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 c

24、urrent reports on Form 8-K.Such risks,uncertainties and changes in condition,significance,value and effect could cause our actual results,performance or achievements to differ materially from those expressed in this report and in ways we cannot readily foresee.Readers are cautioned not to place undu

25、e reliance on these forward-looking statements,which speak only as of the date hereof and are based on information currently and reasonably known to us.We do not undertake any obligation to release the results of any revisions to these forward-looking statements,which may be made to reflect events o

26、r circumstances that occur after the date of this report or to reflect the occurrence or effect of anticipated or unanticipated events.Precautionary statements made herein should be read as being applicable to all related forward-looking statements wherever they appear in this report.Unless the cont

27、ext indicates otherwise,references in this report to we,us,our and other similar references mean Brooks Automation,Inc.and its consolidated subsidiaries.PART I Item 1.Business Overview We are headquartered in Chelmsford,Massachusetts and have operations in North America,Asia,and Europe.Today we serv

28、e two distinct and unrelated markets;the semiconductor capital equipment market and the life sciences sample management market.We believe our leadership positions and our global support capability in each of these markets make us a valued business partner to the largest semiconductor capital equipme

29、nt device makers,and pharmaceutical and life science research institutions in the world.Our offerings are also applied to other adjacent technology and industrial markets.We provide customer support services for our products globally.In total,we employ approximately 1,550 regular full-time employees

30、 worldwide and have sales in more than 50 countries.Since our founding in 1978,we have been a leading partner to the global semiconductor manufacturing markets.In our early days of our business,we developed and marketed automated handling equipment for semiconductor manufacturers.Since then,we have

31、expanded our products and services through product development initiatives and acquisitions,and we are now recognized as a leading provider of vacuum robots,vacuum automation systems,wafer carrier contamination control systems,and reticle storage solutions to the global semiconductor capital equipme

32、nt industry.Over the last three fiscal years,we acquired one company to support the semiconductor market:Tec-Sem Group AG,a Switzerland-based manufacturer of semiconductor fabrication automation equipment with a focus on reticle storage management,which we acquired in April 2018.Prior to fiscal year

33、 2016,we made several acquisitions to support our business in the semiconductor market,some of which are described further in the Notes to our Consolidated Financial Statements included elsewhere in this Form 10-K.We have invested in research and development initiatives to advance the offerings acqu

34、ired in these acquisitions,as well as vacuum automation and services offerings.Our 4 business supporting the semiconductor capital equipment and adjacent markets provided approximately 69%of our revenue in fiscal year 2018.In the fourth quarter of fiscal year 2018,we entered into a definitive agreem

35、ent to sell our semiconductor cryogenics business to Edwards Vacuum LLC(a member of the Atlas Copco Group)for approximately$675.0 million in cash subject to customary adjustments.We originally acquired the cryogenics business in 2005 as part of the acquisition of Helix Technology Corporation.The clo

36、sing of our sale of the cryogenics business is subject to various closing conditions and regulatory approvals.As part of this sale,we will transfer our intellectual property,or IP,for our cryogenics pump products,but not our IP related to our semiconductor automation or life sciences businesses.The

37、semiconductor cryogenics business has been classified as discontinued operations and,unless otherwise noted,the description of our business in this report relates solely to our continuing operations and does not include the operations of our semiconductor cryogenics business.We have served the life

38、sciences sample management market since 2011.The original strategic linkage between this business and our semiconductor business was our ability to leverage our core technology competencies in automation and cryogenics.In life sciences,we applied these competencies to provide automated ultra-cold fr

39、eezer systems and then to expand into a portfolio of products and services to assist customers in efficiently managing the end-to-end“cold chain of custody”of their compound and biological samples.Today,we are a leading provider of the life sciences sample management solutions for automated cold sam

40、ple stores,off-site storage services,and consumables and instruments.We are also a provider of software offerings which enable or enhance our customers visibility into their sample inventories,and laboratory services at our storage service locations,both of which are expected to help our customers a

41、ccelerate their research and development efforts.Taken together,we believe our life sciences product and services offerings allow our customers to maintain a complete“cold chain of custody”and related workflow solutions for their samples.Our business supporting the life science sample management mar

42、ket provided approximately 31%of our revenue in fiscal year 2018.Our life sciences sample management product and service solutions portfolio are a result of strategic acquisitions and internal research and development initiatives.Our competencies in automation and cryogenics provided us a differenti

43、ated capability to advance the product set with higher functioning automation,automation-ready consumables,and management of samples and automation in ultra-cold environments.We leveraged the storage solutions acquired before 2013 and our expertise and developed and commercialized a full line of adv

44、anced automated ultra-cold freezer offerings.The Twinbank platform was launched in 2014 and sells under two primary offerings,the SampleStoreTM II which provides-20C high volume storage for chemical compounds and the BioStoreTM II which provides-80C high volume storage for biological samples.In 2016

45、,we launched the BioStoreTM III Cryo,a smaller,automated,liquid nitrogen-cooled freezer that operates at temperatures as low as-196C for automated storage of the most temperature sensitive of biological samples.We also expanded our consumables and instruments offerings with development of new produc

46、ts,and have successfully commercialized BioStudies,a bioinformatics software platform that enables customers to manage sample collections and development efforts distributed across the globe.In the last three fiscal years,we have completed six acquisitions of companies or assets to expand and enhanc

47、e our life science offerings.These include three companies providing off-site storage and sample management services.In November of 2015,we acquired BioStorage Technologies,Inc.,a full-service outsourcing sample management business,supporting customers in the United States,Europe,and Asia with an in

48、tegrated solution for off-site storage services,transportation services,laboratory services and software-based inventory management.In July 2017,we acquired assets and liabilities of Pacific Bio-Material Management,Inc.and Novare,LLC,two companies with operations in California and New York,respectiv

49、ely,providing off-site storage,transportation,and management services for biological samples.In April 2018,we acquired BioSpeciMan Corporation,a Canada-based provider of off-site storage services for biological sample materials.5 The recent acquisitions in life sciences also added cryogenic temperat

50、ure management products,software products and consumable products to our portfolio.In November 2016,we completed the acquisition of Cool Lab,LLC,a subsidiary of BioCision,LLC,a provider of cryogenic product solutions that assist in managing temperature stability of biological samples in a laboratory

51、 environment.In August 2017,we acquired certain assets and liabilities from RURO,Inc related to FreezerPro,a web-based software platform which aids customers in their sample management needs and became the exclusive distributor of BiobankPro,a software system that manages sample processing and stora

52、ge while providing a single location for research and clinical data and related analysis.In October 2017,we acquired 4titude Limited,a U.K.-based manufacturer of scientific consumables used in a variety of genomic analytical applications.On September 26,2018,we entered into a definitive agreement to

53、 acquire GENEWIZ Group,or GENEWIZ,a leading provider of genomic services,based in New Jersey with operations throughout the United States,Asia,and Europe.We completed this acquisition on November 15,2018.Please refer to Note 23,“Subsequent Events”to our Consolidated Financial Statements included und

54、er“Item 8,Financial Statements and Supplementary Data”of this Form 10-K.Through the acquisitions described above,we have expanded product offerings,accelerated product development cycles,broadened our installed base and added customer relationships to our business.We have also divested certain produ

55、cts that did not hold leadership positions in our core markets.As such,we use acquisitions and divestitures to strengthen our portfolio and achieve increased growth and profitability.For further information on our acquisitions and equity investments,please refer to Note 4,Acquisitions,and Note 8,Equ

56、ity Method and Other Investments,to our Consolidated Financial Statements included under Item 8,Financial Statements and Supplementary Data of this Form 10-K.We believe the life science sample management market is generally more stable than the semiconductor capital equipment market and we expect th

57、at it will grow more quickly than our semiconductor business as a result of the expanding need for storage and retention of compound and biological samples.In the life science market,revenue streams from storage services are more predictable than the sale of automated freezers and other equipment.As

58、 we have expanded our life science offerings of consumables,infrastructure services and storage services,we have seen these more stable revenue streams increase to account for approximately 56%of our Brooks Life Sciences segment revenue in fiscal year 2018.Segments We have two operating and reportab

59、le segments consisting of Brooks Semiconductor Solutions Group segment and Brooks Life Sciences segment.For further information on our operating segments,please refer to Note 20,Segment and Geographic Information to our Consolidated Financial Statements included under Item 8,Financial Statements and

60、 Supplementary Data of this Form 10-K.6 Brooks Semiconductor Solutions Group Segment Brooks Semiconductor Solutions Group is a leader in mission-critical wafer automation and contamination controls solutions and services that are designed to improve throughput,yield,and cost of ownership of complex

61、processing equipment,or tools,in semiconductor fabrication plants,or fabs.Our product offerings include vacuum and atmospheric robots,turnkey vacuum and atmospheric wafer handling systems,as well as wafer carrier clean and reticle storage systems.We also capture the complete life cycle of value thro

62、ugh a global service network of expert application and field engineers who are located close to our customers.Our services include rapid refurbishment of robots to stringent specifications,upgrades to improve equipment productivity,and proactive monitoring and diagnostics for predictive risk managem

63、ent and improved up-time of the installed base.Markets and Customers The demand for semiconductors and semiconductor manufacturing equipment is cyclical,resulting in periodic expansions and contractions of this market.While the services element of our semiconductor business is generally more stable,

64、the cyclical nature of the capital equipment business causes sales from products to vary quarterly based on short-term market demands.It is not unusual for these variations in sales to be up or down 10%to 20%in sequential quarters.The principal markets served by the Brooks Semiconductor Solutions Gr

65、oup segment include the following:Semiconductor capital equipment market Each year,the global semiconductor industry makes significant capital investments in equipment to keep up with advancements in semiconductor technology,to add manufacturing capacity and to improve productivity within existing f

66、abs.We are recognized as a market leader in three critical sub-segments:vacuum automation for wafer handling;contamination control;and automation for advanced packaging.As discussed above,the global semiconductor capital equipment industry is cyclical,but we believe that it possesses a long-term gro

67、wth profile driven by the demand for increasingly sophisticated consumer electronics,automotive and smart appliance products,growth in data centers,the expansion of the Internet-of-Things which increasingly connects various appliances and devices to servers,and mobile platforms.The demand for higher

68、 performance,lower power consumption and reduced size for all of these products is enabled by advancements in the technology and processes used for the manufacturing of the devices.We believe this trend continues to provide market opportunities for the Brooks Semiconductor Solutions Group to be a va

69、lued partner in providing vacuum automation,carrier contamination control and automation for advanced packaging to support the industrys needs.We have been a long-term partner to device manufacturers and original equipment manufacturers,or OEMs,who are the providers of tools to fabs.We maintain coll

70、aborative relationships with our customers for the innovative design of solutions that enable our customers to have a valued wafer process advantage and improved cost of ownership in the fab.Our global network of technical specialists provides extensive support to our customers in all regions,includ

71、ing the key semiconductor markets in Korea,Taiwan,China,Japan,Europe and the United States.The production of advanced semiconductor chips requires many complex and logistically challenging manufacturing activities.Silicon wafers must go through hundreds of process steps in order to create billions o

72、f microscopic transistors and connect them in both horizontal and vertical layers to produce a functioning integrated circuit,or IC.These initial fabrication steps,which are referred to in the industry as front-end processes,are repeated many times on a single wafer to create the desired pattern on

73、the silicon wafer.Up to 50%of these processes are performed in tools that operate under vacuum conditions,such as removing,depositing,or measuring materials on wafer surfaces.As the complexity of semiconductors has increased,the number of process steps that occur in a vacuum environment have also in

74、creased,resulting in a greater need for vacuum automation technology solutions.The increase in packing density of components in mobile devices has led the industry to devise new advanced packaging techniques for chip interconnectivity using what is called wafer level packaging,or WLP.This advanced p

75、ackaging technology is a process of combining multiple wafers together prior to cutting them into pieces and then forming them onto a packaging substrate where they are ultimately divided into the multitude of chips.The recent 7 increased adoption of WLP has increased the need for a contaminant free

76、 and high purity manufacturing environment,resulting in higher demand for our semiconductor offerings tailored to handle full wafer forms.In addition to the more complex automation challenges brought by technology shifts in device and packaging structures,there is also an increased demand for wafer

77、carrier devices that provide safe and clean transport of wafers between tools during the manufacturing process.Large scale semiconductor fabs may use thousands of these carriers.There is also growing demand for wafer carrier cleaning and conditioning tools used to remove microscopic particles,organi

78、c compounds and water that are attracted to the inside surface of the carrier.Automated cleaning and conditioning of the carrier devices are also in demand by customers looking to improve yields.Similarly,as Lithography also requires cleaner controlled environments,our reticles solutions provide con

79、tamination control for highly valued reticles or masks that are used in printing the technological features onto the wafer.Adjacent capital equipment markets There are a few adjacent and capital equipment markets that use manufacturing processes similar to the semiconductor manufacturing industry.Th

80、ese markets include microelectromechanical devices,or MEMs,light-emitting diodes,or LEDs,Organic Light Emitting Diodes,or OLEDs,and touch screen technology.These markets and semiconductor capital equipment market share common customers and utilize similar technology applications.For example,LEDs are

81、 manufactured using vacuum systems and handling processes similar to those used in semiconductor manufacturing.We believe the desire for efficient,higher throughput and extremely clean manufacturing for semiconductor wafer fabs,the chip packaging process and other industrial or high performance elec

82、tronic-based products and processes have created a substantial market for us in the following offerings:(i)substrate handling automation,which is related to moving the wafers in a semiconductor fab,(ii)tool automation,which moves wafers from station-to-station,(iii)vacuum systems technology to creat

83、e and sustain the clean environment necessary for fabricating various products,and(iv)automated contamination control systems to clean and condition wafer carriers.Product and Service Offerings The principal offerings of the Brooks Semiconductor Solutions Group segment consist of:(i)wafer handling r

84、obotics and systems and(ii)semiconductor contamination control solutions.The segment also provides support services,including repair,diagnostic and installation,as well as spare parts and productivity enhancement upgrades to enhance tool productivity.Wafer handling robotics and systems offerings-inc

85、lude vacuum robots,atmospheric robotic modules,and tool automation systems that provide precision handling and clean wafer environments.In the semiconductor industry,wafer handling robotics represents a critical technology in the highly complex production tools in the worlds most advanced wafer fabs

86、.A typical customer tool is designed and built around a process chamber and uses automation technology to move wafers in and out of the chamber.We specialize in developing and building the automated handling systems and the vacuum technologies used in these tools.We provide individual components wit

87、hin an OEM customer system and complete integrated handling systems.We provide automation products that are used for both atmospheric pressure and vacuum-based tools and are designed to improve performance and productivity of the manufacturing process.Contamination control solutions-include automate

88、d cleaning and inspection systems for wafer carriers,reticle pod cleaners,and stockers,which are automated systems that store wafers or reticles.Our products are used to remove critical airborne contamination within the workflow of the manufacturing process.Our solutions contribute to improving yiel

89、ds,productivity and process stability in the manufacturing process which requires an ultra-clean manufacturing environment.Within the semiconductor industry,we sell our products and services to the worlds major semiconductor chip makers and OEMs,who provide process tools to the IC makers for the man

90、ufacture of chips.Our customers outside the semiconductor industry are broadly diversified.We have major customers in North America,Europe and Asia.Although we ship much of our equipment OEMs in the United States,a large percentage of these OEM tools are ultimately 8 installed in semiconductor fabs

91、that are outside of North America.We also provide support services to leading OEMs,fabs and foundries across the globe.Brooks Life Sciences Segment Brooks Life Sciences is a global leader of comprehensive sample management solutions,providing life science and bioscience customers with complete end-t

92、o-end“cold chain of custody”solutions to advance scientific research and support drug development.Our sample management solutions are focused on providing customers with the highest level of sample quality,security,availability,intelligence and integrity throughout the life cycle of samples.Our solu

93、tions include automated ultra-cold storage systems,off-site storage services,transport services,laboratory services,consumables and instruments.We also provide informatics solutions that manage samples throughout our customers research discovery and development work flows.As referenced above,we comp

94、leted the acquisition of GENEWIZ Group on November 15,2018,subsequent to the end of our fiscal year 2018.GENEWIZ is a leading global provider of genomic analysis and gene synthesis services.We believe GENEWIZs solutions will significantly expand our offerings to our existing sample management custom

95、ers.GENEWIZ has been in business since 1999 and provides analysis of millions of samples collected by researchers in pharmaceutical,academic,government,and clinical areas.Life Science Market Brooks Life Sciences serves a broad range of end markets within the life sciences industry to address a confl

96、uence of life science industry trends,such as technology,information management and new sophisticated tools and applications.With the advent of biologics and personalized medicine,biological samples have become critical assets to the success of drug and therapy pipelines,and the proper management an

97、d protection of these samples has gained increased importance to our customers.We believe this trend has created a sizable market opportunity for Brooks Life Sciences to provide comprehensive sample management solutions.We believe that the total addressable market for sample management solutions is

98、currently expanding as a result of an increasing number of samples being stored globally.The market is fragmented,so we are initially focused on marketing our products and services within biopharma,which encompasses drug discovery research and development along with related clinical research,to gove

99、rnment and commercially-sponsored biobanks,as well as to healthcare and academic research institutions.Together,this presents a significant addressable market for our comprehensive sample management solutions.Brooks Life Sciences currently serves more than 1200 customers around the globe with sample

100、 management solutions,including a majority of the top-20 global bio-pharmaceutical companies.Due to the comprehensive nature of our sample management solutions that include automated ultra-cold storage management systems,consumables and instruments,as well as services and informatics,we are continui

101、ng to expand our customer base and geographic reach to increase our revenue streams and to deliver consistent growth over the long-term.GENEWIZ has more than 4000 customers globally,which includes many of our sample management customers.Product and Service Offerings The principal offerings of the Br

102、ooks Life Sciences segment include the following:Automated cold storage systems provides stand-alone systems that can store up to two million samples each in temperature ranges from+4C to-196C.Our systems provide high throughput capability and optimized storage of multi-format tubes and plates,and i

103、ncreased storage capacity while maintaining consistent temperature profiles across stored samples.We also provide support services for our installed base of storage systems.Sample management services-includes a complete range of services consisting of on-site and off-site sample storage,cold chain l

104、ogistics,sample transport and collection relocation,bio-processing solutions(inclusive of sample preparation,and genomic and cell culture analysis),disaster recovery and business continuity,as well as project management and consulting.9 Consumables and Instruments-includes a complete range of unique

105、 consumables,including multiple formats of racks,tubes,caps,plates and foils,which support storage of samples prior to placing them in ultra-cold storage environment.A comprehensive range of instruments used for labeling,bar coding,capping,de-capping,auditing,sealing,peeling,and piercing tubes and p

106、lates complement our consumables.Our newly acquired 4titude offerings include a range of products aimed at the genomic sample preparation and services market for polymerase chain reactions,or PCR,&sequencing,imaging,plate sealing,liquid handling,forensic and next generation sequencing,or NGS,sample

107、processing.Informatics-provides sample intelligence software solutions and integration of customer technology.Our informatics suite also provides laboratory work flow scheduling for life science tools and instrument work cells,sample inventory and logistics,environmental and temperature monitoring,c

108、linical trial and consent management,as well as planning,data management,virtualization,and visualization of sample collections marketed under the brands of FreezerPro,BioBankPro and BioStudies.Genomic Services-provides gene sequencing analysis and gene synthesis,a service which enables the fast exp

109、anding research of gene-based healthcare discoveries and therapies through our acquisition of GENEWIZ.GENEWIZ is a full-service provider of genomic services,with offerings including Sanger sequencing,gene synthesis,molecular biology,high throughput and NGS sequencing,bioinformatics,and good laborato

110、ry practices,or GLP,regulatory services.Sales,Marketing and Customer Support We market and sell the majority of our semiconductor products and services in Asia,Europe,the Middle East and North America through our direct sales organization.The sales process for our products is often multilevel,involv

111、ing a team comprised of individuals from sales,marketing,engineering,operations and senior management.In many cases we assign a team to a customer and that team engages the customer at different levels of its organization to facilitate planning,provide product customization when required,and ensure

112、open communication and support.The majority of our life sciences sales are completed through our direct Brooks Life Sciences sales force,particularly our store systems and services.In addition,we supplement the sale of consumables and instruments through distributors that reach a broad range of cust

113、omers.In regions with emerging life science industries such as China,India and the Middle East,we leverage local distributors to assist with the sales process for store systems.The sales process for our larger sample management systems may take 6 to 18 months to complete and it involves a team typic

114、ally comprised of individuals 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.Our marketing activities include participation in trade shows,delivery of seminars,participation in industry for

115、ums,distribution of sales literature and white papers,publication of press releases and articles in business and industry publications.We maintain sales and service centers in Asia,Europe,the Middle East and North America to enhance support and communication with our customers.These facilities,toget

116、her with our headquarters,house local support capabilities and demonstration equipment for our customers to evaluate.We encourage customers to discuss features and applications of our demonstration equipment with our engineers who are located at these facilities.Competition Brooks Semiconductor Solu

117、tions Group segment operates in a variety of market segments of varying breadth with differing competitors and competitive dynamics.The semiconductor and adjacent technology markets,as well as process equipment manufacturing industries,are highly competitive and characterized by continual changes an

118、d technology improvements.A significant portion of equipment automation is still done by the OEMs themselves.Our competitors among merchant vacuum robot automation suppliers include primarily Japanese companies,such as Daihen Corporation,Daikin Industries,Ltd.,Sumitomo Heavy Industries,and Rorze Cor

119、poration.Atmospheric tool automation is typically less demanding technologically,has fewer barriers to entry and has a larger field of competitors.We compete directly with other equipment automation suppliers of atmospheric modules and systems,such as Hirata Corporation,Kawasaki 10 Heavy Industries,

120、Ltd.,Genmark Automation,Inc.,Rorze Corporation,Sankyo Seisakusho Co.,Ltd.,TDK Corporation and Sinfonia Technology Co.,Ltd.We believe our customers will purchase our equipment,automation products and vacuum subsystems as long as our products continue to provide the necessary throughput,reliability,co

121、ntamination control and accuracy at an acceptable price.We believe our semiconductor offerings are competitive with respect to all of these factors.We cannot guarantee,however,that we will be successful in selling our products to OEMs who currently satisfy a portion of their automation needs in-hous

122、e or from other independent suppliers,regardless of the performance or price of our products.Given the breadth of Brooks Life Sciences sample management solutions,there are no direct competitors for the comprehensive set of automation,consumables,instruments,services and informatics solutions we pro

123、vide to our customers.However,each of the business lines within the Life Sciences business has unique competitors.This would include Hamilton Company and Liconic AG for automation systems,Thermo-Fisher for consumables and services,LabCorp and Covance for services,as well as BGI,Integrated DNA Techno

124、logies,Eurofins and GenScript for genomic services.Research and Development Our research and development efforts are focused on developing new products and enhancing the functionality,degree of integration,reliability and performance of our existing products.Our engineering,marketing,operations and

125、management personnel leverage their close collaborative relationships with their counterparts in customer organizations in an effort to proactively identify market demands that helps us refocus our research and development investment to match our customers demands.With the rapid pace of change that

126、characterizes the markets we serve,it is essential for us to provide high-performance,reliable products in order to maintain our leadership position in both our Brooks Semiconductor Solutions Group and Brooks Life Sciences businesses.Our research and development spending were$46.9 million,$39.9 mill

127、ion and$44.2 million during fiscal years 2018,2017 and 2016,respectively.We invest in research and development initiatives within our Brooks Semiconductor Solutions Group segment to maintain continued leadership positions in the markets we serve.We have recently launched our newest Vacuum Automation

128、 platform,MagnaTran LEAP,for the advanced technologies related to manufacturing 10 nanometer deisgn rule semiconductor chips.MagnaTran LEAP is well positioned to deliver clean,accurate and fast wafer transport for the fast growing Deposition and Etch market.We have developed and continue to develop

129、automated biological sample storage solutions for operating in ultra-low temperature environments within the Brooks Life Sciences segment.We have developed the Twin-bank platform,including an expansion of the product range for a smaller,more space-efficient automated storage system marketed under th

130、e brands of SampleStore SE and BioStore SE and introduced the BioStore III Cryo automated cryogenic sample management system which offer sample automation,cold chain management and improved security and accessibility while maintaining sample protection within the storage environment.Manufacturing an

131、d Service Our manufacturing operations include product assembly,integration and testing.We implement quality assurance procedures that include standard design practices,reliability testing and analysis,supplier and component selection procedures,vendor controls,manufacturing process controls,and ser

132、vice processes that ensure high-quality performance of our products.Our major manufacturing facilities are located in Chelmsford,Massachusetts;Yongin-City,South Korea;and Manchester,United Kingdom.Our manufacturing operations are designed to provide high quality,low cost,differentiated products to o

133、ur customers in short lead times through responsive and flexible processes and sourcing strategies.We utilize lean manufacturing techniques for a large portion of our manufacturing,including manufacture of assemblies that we have outsourced to competitive regions,including Asia.We expect to continue

134、 to broaden our sourcing of certain portions of our manufacturing process to ensure we continue to provide high quality products at competitive costs.We also believe the continued sourcing of portions of our manufacturing processes in these regions allows us to better serve our customers who have op

135、erations in these regions.11 We have service and support locations close to our customers to provide rapid response to their service needs.Our principal service and support locations include Chelmsford,Massachusetts;Fremont,California;Chu Bei City,Taiwan;Yongin-City,South Korea;Yokohama,Japan;Shangh

136、ai,China;Singapore;Manchester,United Kingdom;and Kiryat-Gat,Israel.Our Brooks Life Sciences segment provides sample management storage and transportation services in Indianapolis,Indiana;Fresno,California;El Segundo,California;Torrance,California;Bronx,New York;Germany,China,and Singapore.Patents an

137、d Proprietary Rights We rely on patents,trade secret laws,confidentiality procedures,copyrights,trademarks and licensing agreements to protect our technology.Due to the rapid technological change that characterizes the life sciences,semiconductor,adjacent technology markets and related process equip

138、ment industries,we believe that the improvement of existing technology,reliance upon trade secrets,unpatented proprietary know-how and the development of new products may be as important as patent protection in establishing and maintaining a competitive advantage.Our policy is to require all employe

139、es to enter into proprietary information and nondisclosure agreements to protect trade secrets and know-how.We cannot guarantee that these efforts will meaningfully protect our trade secrets.As of September 30,2018,we owned approximately 365 issued U.S.patents,with various corresponding patents issu

140、ed in foreign jurisdictions.We also had approximately 90 pending U.S.patent applications,with foreign counterparts of certain of these applications having been filed or which may be filed at the appropriate time.Our patents will expire at various dates through 2036.Backlog Backlog for the Brooks Sem

141、iconductor Solutions Group segment offerings totaled approximately$124 million as of September 30,2018 as compared to approximately$86 million at September 30,2017.Backlog for the Brooks Semiconductor Solutions Group segment includes all purchase orders for which our customers have scheduled deliver

142、y,regardless of the expected delivery date,and consists principally of orders for products and service agreements.Substantially all of this backlog consists of orders scheduled to be delivered within the next 12 months.Backlog for the Brooks Life Sciences segment offerings totaled$273 million as of

143、September 30,2018 as compared to approximately$250 million at September 30,2017.Backlog for the Brooks Life Sciences segment includes all purchase orders for which customers have scheduled delivery,regardless of the expected delivery date,and consists of orders for products and service agreements.In

144、 addition,it includes estimated revenue for future services related to our BioStorage business for which contracts have been secured.Final revenue realized will vary based on volumes,prices,duration,and other factors.Storage contracts vary in length of time,with some being short term and some indefi

145、nite.We include the estimated value for time periods in the contract up to a maximum of 5 years.Geographic Information Our top 10 customers accounted for approximately 34%of our consolidated revenue in fiscal year 2018.No customers accounted for more than 10%of our consolidated revenue for fiscal ye

146、ar 2018.Net revenue for the fiscal years ended September 30,2018,2017 and 2016 based upon the source of the order by geographic area is as follows(in thousands):Year Ended September 30,2018 2017 2016 North America.$233,243$174,432$157,426 Asia/Pacific/Other.262,706 255,825 196,117 Europe:United King

147、dom.51,690 37,283 31,342 Rest of Europe.83,921 59,959 49,127$631,560$527,499$434,012 12 The majority of our net revenue in North America is generated in the United States which amounted to$232.7 million,$172.9 million and$156.9 million,respectively,during fiscal years ended September 30,2018,2017 an

148、d 2016.The geographic location of an OEM is not indicative of where our products will eventually be used.The geographic area for our orders is determined by the onward sale of an OEM system which incorporates our sub-systems and/or components.Property,plant and equipment by geographic area as of Sep

149、tember 30,2018 and 2017 are as follows(in thousands):September 30,2018 2017 North America.$50,614$50,908 Asia/Pacific/Other.492 547 Europe:United Kingdom.5,494 2,848 Rest of Europe.3,388 2,678$59,988$56,981 Property,plant and equipment located in the United States amounted to$50.5 million and$50.7 m

150、illion,respectively,at September 30,2018 and 2017.Environmental Matters We are subject to federal,state,local environmental laws and regulations,and the environmental laws and regulations of the foreign national and local jurisdictions in which we have manufacturing facilities.We believe we are mate

151、rially in compliance with all 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 capital expenditures,competitive position,financial condition or results of operations.Employees At September

152、30,2018,we had 1,548 full time employees.In addition,we employ part time workers and contractors.We consider our relationships with our employees to be good.Available Information We file annual,quarterly,and current reports,proxy statements,and other documents with the SEC,under the Securities Excha

153、nge Act of 1934,as amended,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 information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC

154、-0330.Also,the SEC maintains an Internet website that contains reports,proxy and information statements,and other information regarding issuers,including Brooks Automation,Inc.,that file electronically with the SEC.The public can obtain any documents that we file with the SEC at www.sec.gov.Our inte

155、rnet website address is http:/.Through our website,we make available,free of charge,our annual reports on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K and any amendments to those reports,as soon as reasonably practicable after such materials are electronically filed,or furnis

156、hed to,the SEC.These SEC reports can be accessed through the investors section of our website.The information found on our website is not part of this or any other report we file with or furnish to the SEC.13 Item 1A.Risk Factors Factors That May Affect Future Results You should carefully consider t

157、he risks described below and the other information in this report before deciding to invest in shares of our common stock.These are the risks and uncertainties we believe are most important for you to consider.Additional risks and uncertainties not presently known to us,which we currently deem immat

158、erial or which are similar to those faced by other companies in our industry or business in general,may also impair our business operations.If any of the following risks or uncertainties actually occurs,our business,financial condition and operating results would likely suffer.In that event,the mark

159、et price of our common stock could decline and you could lose all or part of your investment.Risks Relating to Our Industry Due in part to the cyclical nature of the semiconductor manufacturing industry and related industries,as well as due to volatility in worldwide capital and equity markets,we ha

160、ve 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 similar manufacturing technologies.The semiconductor manufacturing industry in turn depends on curre

161、nt and anticipated demand for integrated circuits and the products that use them.In recent years,these businesses have experienced unpredictable and volatile business cycles due in large part to rapid changes in demand and manufacturing capacity for semiconductors,and these cycles have had an impact

162、 on our business,sometimes causing declines in revenue and operating 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 be materially harmed.Conversely,in periods of rapidly increasing dem

163、and,we could have insufficient inventory and manufacturing capacity to meet our customers needs on a timely basis,which could result in the loss of customers and various other expenses that could reduce gross margins and profitability.We face competition which may lead to price pressure and otherwis

164、e 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 automation capabilities at larger OEMs.Many of our competitors have substantial engi

165、neering,manufacturing,marketing and customer support capabilities.In addition,strategic initiatives in China to encourage local semiconductor manufacturing and supply chain could increase competition from domestic equipment manufacturers in China.We expect our competitors to continue to improve the

166、performance of their current products and services and to introduce new products,services and technologies that could adversely affect sales of our current and future products and services.New products,services and technologies developed by our competitors or more efficient production of their produ

167、cts or provisions of their services could require us to make significant price reductions or decide not to compete for certain orders.If we fail to respond adequately to pricing pressures or fail to develop products with improved performance or better quality services with respect to the other facto

168、rs on which we compete,we could lose customers or orders.If we are unable to compete effectively,our business and prospects could be materially harmed.Risks Relating to Our Operations Our operating results could fluctuate significantly,which could negatively impact our business.Our revenue,operating

169、 margins and other operating results could fluctuate significantly from quarter to quarter 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 industry depends or otherwise

170、;changes in the timing and terms of product orders by our customers as a result of our customer concentration or otherwise;14 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

171、planned introduction of new products or services,or in the performance of any such products following delivery to customers 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 to t

172、he rapid technological changes in the markets in which we provide products and services;the timing 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 accuratel

173、y estimate customer demand,including the accuracy of demand forecasts used by us;disruptions in our manufacturing process or in the supply of components to us;write-offs for excess or obsolete inventory;competitive pricing pressures;and increased amount of investment into the infrastructure to suppo

174、rt our growth,including capital equipment,research and development,as well as selling and marketing initiatives to support continuous product innovation,technological capability enhancements and sales efforts.The timing of revenue generation coupled with the increased amount of investment may result

175、 in operating losses.As a result of these risks,we believe that reference to past performance for comparisons of our revenue and operating results may not be meaningful,and that these comparisons may not be an accurate indicator of our future performance.If we do not continue to introduce new produc

176、ts and services that reflect advances in technology in a timely and effective manner,our products and services may become obsolete and our operating results will suffer.Our success is dependent on our ability to respond to the technological changes present in the markets we serve.The success of our

177、product development and introduction of products to market depends on our ability to:identify and define new market opportunities,products and services in accurate manner;obtain market acceptance of our products and services;innovate,develop and commercialize new technologies and applications in a t

178、imely manner;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,integrated product and service strategy;price our products and services appropriately;and

179、design our products to high standards of manufacturability so that they meet customer requirements.15 If we cannot succeed in responding in a timely manner to technological and/or market changes or if the new products and services that we introduce do not achieve market acceptance,our competitive po

180、sition would diminish which could materially harm our business and our prospects.The global nature of our business exposes us to multiple risks.During fiscal years ended September 30,2018 and 2017,approximately 63%and 67%of our revenue was derived from sales outside of North America.We expect that i

181、nternational sales,including increased sales in Asia,will continue to account for a significant portion of our revenue.We maintain a global footprint of sales,service and repair operations.As a result of our international operations,we are exposed to many risks and uncertainties,including:longer sal

182、es-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 and regulatory requirements in the jurisdictions in which we operate;government currency control and rest

183、rictions 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 other disruptions in regions where we operate.Negative developments in any of these areas in one or more co

184、untries could result in a reduction in demand for our products,the cancellation or delay of orders already placed,threats to our intellectual property,difficulty in collecting receivables,and a higher cost of doing business,any of which could materially harm our business and profitability.Our busine

185、ss 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,acquisitions or significant investments in businesses with complementary products,services and/or technologies.Ou

186、r acquisitions present numerous risks,including:difficulties in integrating the operations,technologies,products and personnel of the acquired companies and realizing the anticipated synergies of the combined businesses;defining and executing a comprehensive product strategy;managing the risks of en

187、tering 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;unanticipated problems or latent liabilities,such as problems with the quality of the installed base of the tar

188、get companys products or infringement of another companys intellectual property by a target companys activities or products;problems associated with compliance with the acquired companys existing contracts;difficulties in managing geographically dispersed operations;and the diversion of managements

189、attention from normal daily operations of the business.If we acquire a new business,we may expend significant funds,incur additional debt or issue additional securities,which may negatively affect our operations and be dilutive to our stockholders.In periods following an acquisition,we 16 will be re

190、quired 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 against earnings.The failure to adequately address these risks or the impairment of any assets could materially

191、 harm our business and financial results.The announcement and pendency of the sale of our semiconductor cryogenics business to Atlas Copco could have an adverse effect on our stock price and/or our business,results of operations,financial condition and prospects.The announcement and pendency of the

192、sale of our semiconductor cryogenics business to Edwards Vacuum LLC(a member of the Atlas Copco Group)pursuant to the asset purchase agreement we entered into on August 27,2018 could disrupt our business in the following ways,among others:customers may determine to delay or defer purchase decisions

193、with regard to our cryogenics products or terminate and/or attempt to renegotiate their relationships with us as a result of the pending sale,whether pursuant to the terms of their existing agreements with us or otherwise;investors and customers may perceive that the loss of annual revenue generated

194、 by our cryogenics business,which was$196.1 million in fiscal year 2018,will negatively impact our growth potential,regardless of the impact our acquisition of GENEWIZ may have on our revenue and results of operations;and the attention of our management may be directed toward the completion of the p

195、ending sale and related matters,and their focus may be diverted from the day-to-day business operations of our company,including from other opportunities that might otherwise be beneficial to us.Should any of these matters occur,they could adversely affect our stock price or harm our business,result

196、s of operations,financial condition and prospects.Obtaining required approvals necessary to satisfy the conditions to the completion of the sale of our semiconductor cryogenics business may delay or prevent completion of the pending sale.The completion of the sale of our semiconductor cryogenics bus

197、iness to Atlas Copco is conditioned upon the approval of the Committee on Foreign Investment in the United States(CFIUS).We intend to pursue all required approvals in accordance with the terms of the asset purchase agreement.No assurance,however,can be given that the required approvals will be obtai

198、ned and,even if all such approvals are obtained,no assurance can be given as to the terms,conditions and timing of the approvals or that the approvals will satisfy the terms of the asset purchase agreement.Inability to complete the sale of our semiconductor cryogenics business could negatively impac

199、t our business,financial condition,results of operations or our stock price.The completion of the sale of our semiconductor cryogenics business to Atlas Copco is subject to a number of conditions,including,among others,clearance under the HSR Act,approval of CFIUS,the receipt of any required third p

200、arty consents and there not having been a material adverse effect with respect to such business,and there can be no assurance that the conditions to the completion of the pending sale will be satisfied.The asset purchase agreement may also be terminated by us and Atlas Copco in certain specified cir

201、cumstances,including if the sale has not been consummated by April 15,2019.While the potential sale is pending and if the pending sale is not completed,we will be subject to several risks,including:the current trading price of our common stock may reflect a market assumption that the sale will be co

202、mpleted;we expect to incur substantial transaction costs in connection with the pending sale whether or not it is completed;17 under the asset purchase agreement,we are subject to certain restrictions on the conduct of our business prior to the completion of the pending sale,which restrictions could

203、 adversely affect our ability to realize certain of our business strategies or take advantage of certain business opportunities;we may be limited in our ability to repay our$350.0 million senior secured incremental term loan facility under our Credit Agreement,dated as of October 4,2017,used to fund

204、 a portion of the cash purchase price of our acquisition of GENEWIZ on November 15,2018;and The negative perception of investors and customers of our semiconductor cryogenics business if the sale is not consummated and our inability to operate the business in the same manner as before the announceme

205、nt of the proposed sale.Any of these risks could have a material adverse effect on our business,financial condition,results of operations and stock price.Expanding within current markets introduces new competitors and commercial risks.A key part of our growth strategy is to continue expanding within

206、 the life sciences sample management market.As part of this strategy,we expect to diversify our product sales and service revenue by leveraging our core technologies,which requires investments and resources which may not be available as needed.We cannot guarantee that we will be successful in levera

207、ging our capabilities into the life sciences sample management market to meet all the needs of new customers and to compete favorably.Because a significant portion of our growth potential may be dependent on our ability to increase sales within the life science sample management market,our inability

208、 to successfully expand within such market may adversely impact future financial results.Changes in key personnel could impair our ability to execute our business strategy.The continuing service of our executive officers and essential engineering,technical and management personnel,together with our

209、ability to attract and retain such personnel,is an important factor in our continuing ability to execute our strategy.There is substantial competition to attract such employees and the loss of any such key employees could have a material adverse effect on our business and operating results.The same

210、could be true if we were to experience 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 ability to compete is significantly affected by our ability to pr

211、otect 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 laws offer only limited protection.Our success depends in part on our ability to ob

212、tain and enforce patent protection for our products both in the United States and in other countries.We own numerous U.S.and foreign patents,and we intend to file additional applications,as appropriate,for patents covering our products and technology.Any issued patents owned by or licensed to us may

213、 be challenged,invalidated or circumvented,and the rights under these patents may not provide us with competitive advantages.In addition,the laws of some countries in which our products are or may be developed,manufactured or sold may not fully protect our products.Due to the rapid technological cha

214、nge that characterizes the semiconductor and adjacent technology markets,we believe that the improvement of existing technology,reliance upon trade secrets and unpatented proprietary know-how and the development of new products may be as important as patent protection in establishing and maintaining

215、 competitive advantage.To protect trade secrets and know-how,it is our policy to require all technical and management personnel to enter into nondisclosure agreements.We cannot guarantee that the steps we have taken to protect our intellectual property will be adequate to prevent the misappropriatio

216、n of our technology.Other companies could independently develop similar or superior technology without violating our intellectual property rights.In the future,it may be necessary to engage in litigation or like activities to enforce our intellectual property rights,to protect our trade secrets or t

217、o determine the validity and scope of proprietary rights of others,including our customers.This could require us to incur significant expenses and to divert the efforts and attention of our management and technical personnel from our business operations.18 The expiration of our patents over time cou

218、ld 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 maintain our competitive position.Our current patents will expire from time to time through 2

219、035 which could result in increased competition 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 could result in significant expense and prevent us from using ou

220、r technology.There has been substantial litigation regarding patent and other intellectual property rights in the semiconductor-related industries.We have in the past been,and may in the future be,notified that we may be infringing intellectual property rights possessed by third parties.We cannot gu

221、arantee that infringement claims by third parties or other claims for indemnification by customers or end-users of our products resulting from infringement claims will not be asserted in the future or that such assertions,whether or not proven to be true,will not materially and adversely affect our

222、business,financial condition and results of operations.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.We also cannot guarantee that licenses will be available or the terms of any licenses we may b

223、e required to obtain will be reasonable.Similarly,changing our products 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 of infringement were obtained against us,we could be required to pay substantial d

224、amages and a court could issue an order preventing us from selling one or more of our products.Further,the cost and diversion of management attention brought about by such litigation could be substantial,even if we were to prevail.Any of these events could result in significant expense to us and may

225、 materially harm our business and our prospects.Unexpected events could disrupt our sample storage operations and adversely affect our reputation and results of operations.Unexpected events,including fires or explosions at our facilities,natural disasters,such as tornadoes,hurricanes and earthquakes

226、,war or terrorist activities,unplanned power outages,supply disruptions and failure of equipment or systems,could adversely affect our reputation and results of operations.Our Brooks Life Sciences service customers rely on us to securely store and timely retrieve and transport their critical samples

227、,and these events could result in service disruptions,physical damage to one or more key storage facilities and the customer samples stored in those facilities,the temporary closure of one or more key operating facilities or the temporary disruption of service,each of which could negatively impact o

228、ur reputation and results of operations.Our primary storage facility is located in Indianapolis,Indiana,an area of the United States that can be prone to tornado and other severe weather events.If our manufacturing sites were to experience a significant disruption in operations,our business could be

229、 materially harmed,while the failure to estimate customer demand accurately could result in excess or obsolete inventory.We have a limited number of manufacturing facilities for our products and we have moved portions of our manufacturing to third parties,including some in lesser developed countries

230、.If the operations at any one of these facilities were disrupted as a result of a natural disaster,fire,power or other utility outage,work stoppage or other similar event,our business could be seriously harmed because we may be unable to manufacture and ship products and parts to our customers in a

231、timely fashion.The 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 manufacturing capabilities to meet increased demand or expedited shipment schedules.Moreover,if actual demand for our products is different

232、than expected,we may purchase more/fewer component parts than necessary or incur costs for canceling,postponing or expediting delivery of such parts.If we purchase inventory in anticipation of customer demand that does not materialize,or if our customers reduce or delay orders,we may incur excess in

233、ventory charges.Any or all of these factors could materially and adversely affect our business,financial condition and results of operations.19 Our business could be materially harmed if one or more key suppliers fail to continuously deliver key components of acceptable cost and quality.We currently

234、 obtain many of our key components on an as-needed,purchase order basis from numerous suppliers.In some cases we have only a single source of supply for key components and materials used in the manufacturing of our products.Further,we are increasing our sourcing of products in Asia,and particularly

235、in China,and we do not have a previous history of dealing with many of these suppliers.Our inability to obtain components or materials in required quantities or of acceptable cost and quality and with the necessary continuity of supply could result in delays or reductions in product shipments to our

236、 customers.In addition,if a supplier or sub-supplier suffers a production stoppage or delay for any reason,including natural 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

237、could cause us to lose customers,result in delayed or lost revenue and otherwise materially harm our business.Our business could be adversely affected by a decline in the availability of raw materials.We are dependent on the availability of certain key raw materials and natural resources used in our

238、 products and various manufacturing processes,and we rely on third parties to supply us with these materials in a cost-effective and timely manner.Our access to raw materials may be adversely affected if our suppliers operations were disrupted as a result of limited or delayed access to key raw mate

239、rials and natural resources which may result in increased cost of these items.While most of the raw materials used in our products and various manufacturing processes are commercially available,we rely in some cases on materials that have a limited supply and are considered rare Earth elements,such

240、as helium.If the supply of these elements is drastically reduced,it may lead to price increases which could result in higher costs of our products and corresponding revenue declines and have a material adverse impact on our business,financial condition and results of operations.Our outsource provide

241、rs 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 administrative functions,such as information technology and facilities management.Although we attempt to select reputable prov

242、iders and secure their performance on terms 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 an adverse impact on our business.Our business relies on certain critical information systems and a failure or

243、 breach of such a system could harm our business and results of operations and,in the event of unauthorized access to a customers data or our data,incur significant legal and financial exposure and liabilities.We maintain and rely upon certain critical information systems for the effective operation

244、 of our business.These information systems include telecommunications,the internet,our corporate intranet,various computer hardware and software applications,network communications and e-mail.These information systems may be owned and maintained by us,our outsource providers or third parties such as

245、 vendors and contractors.These information systems are subject to attacks,failures,and access denials from a number of potential sources including viruses,destructive or inadequate code,power failures,and physical damage to computers,hard drives,communication lines and networking equipment.To the ex

246、tent that these information systems are under our control,we have implemented security procedures,such as virus protection software and emergency recovery processes,to mitigate the outlined risks.However,security procedures for information systems cannot be guaranteed to be failsafe and our inabilit

247、y to use or access these information systems at critical points in time,or unauthorized releases of confidential information,could unfavorably impact the timely and efficient operation of our business.Confidential information stored on these information systems could also be compromised.If a third p

248、arty 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 and possible liability.These security measures may be breached as a result of third-party action,includi

249、ng intentional misconduct by computer hackers,employee error,malfeasance or otherwise.Additionally,third parties may fraudulently attempt to induce employees or customers into disclosing sensitive information such as user names,passwords or other information in order to gain access to our 20 custome

250、rs data or our data,including our intellectual property and other confidential business information,or our information technology systems.Because the techniques used to obtain unauthorized access,or to sabotage systems,change frequently and generally are not recognized until launched against a targe

251、t,we may be unable to anticipate these techniques or to implement adequate preventative measures.Any security breach could result in a loss of confidence by our customers,damage our reputation,disrupt our business,lead to legal liability and negatively impact our future sales.Our goodwill and intang

252、ible assets may become impaired.As of September 30,2018,we had$255.9 million of goodwill and$100.0 million in net intangible assets as a result of our acquisitions.We periodically review our goodwill and the estimated useful lives of our identifiable intangible assets,taking into consideration any e

253、vents or circumstances that might result in either a diminished fair value,or for intangible assets,a revised useful life.These events and circumstances include significant changes in the business climate,legal factors,operating performance indicators,advances in technology and competition.Any impai

254、rment or revised useful life could have a 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 regulation could affect results of operations.As a global company,we are subject to taxation in t

255、he United States and various other countries.Significant judgment is required to determine and estimate worldwide tax liabilities.Our future annual and quarterly effective tax rates could be affected by numerous factors,including changes in the:applicable tax laws;composition of pre-tax income in co

256、untries with differing tax rates;and/or establishment of a valuation allowance against deferred tax assets based on the assessment of their realizability prior to expiration.In addition,we are subject to regular examination by the Internal Revenue Service and state,local and foreign tax authorities.

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

258、ferent from the treatment reflected in our historical income tax provisions and accruals,which could materially and adversely affect our financial condition and results of operations.The implementation of tariffs and export controls on our products may have a material impact on our business.Our glob

259、al business operations and supply chain may be disrupted by the additional tariffs imposed on our products.As of July 6,2018,the United States imposed a 25%tariff on a list of products that included certain parts and components made in China and imported into the United States for incorporation with

260、 our products.We are implementing operational changes that should mitigate the impact of the 25%tariff on our imports into the United States from China.As a result of these operational changes,we do not expect that the increase in these tariffs will have a significant impact on our business,supply c

261、hain,operations or financial results.However,if the United States increases the amount of these tariffs or adds additional items to the list of products subject to tariff,tariffs could materially adversely affect our business,financial results and operations.In addition to the increased tariffs impo

262、sed by the United States,China has implemented additional retaliatory tariffs on products made in the United States.While these tariffs currently do not materially impact us,if China increases its tariffs or places additional tariffs or other nations impose tariffs on our products,it could materiall

263、y adversely affect our business,financial results and operations.We are subject to numerous governmental regulations.We are subject to federal,state,local and foreign regulations,including environmental regulations and regulations relating to the design and operation of our products and control syst

264、ems.We might incur significant costs as we seek to ensure that our products meet safety and emissions standards,many of which vary across the states and countries in which our products are used.In the past,we have invested significant resources to redesign our products to comply with these directive

265、s.Compliance with future regulations,directives,and standards could require us to modify or redesign 21 some products,make capital expenditures,or incur substantial costs.If we do not comply with current or future regulations,directives,and standards:we could be subject to fines;our production or sh

266、ipments 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,financial condition and results of operations.Regulations and customer demands related to conflict minerals may adversel

267、y affect us.The Dodd-Frank Wall Street Reform and Consumer Protection Act imposes disclosure requirements regarding the use in components of our products of“conflict minerals”mined from the Democratic Republic of Congo and adjoining countries,whether the components of our products are manufactured b

268、y us or third parties.This requirement could affect the pricing,sourcing and availability of minerals used in the manufacture of components we use in our products.In addition,there are additional costs associated with complying with the disclosure requirements and customer requests,such as costs rel

269、ated to our due diligence to determine the source of any conflict minerals used in our products.We may face difficulties in satisfying customers who may require that all of the components of our products are certified as conflict mineral free and/or free of numerous other hazardous materials.Unfavor

270、able currency exchange rate fluctuations may lead to lower operating margins,or may cause us to raise prices,which could result in reduced sales.Currency exchange rate fluctuations could have an adverse effect on our sales and results of operations and we could experience losses with respect to forw

271、ard exchange contracts into which we may enter.Unfavorable currency fluctuations could require us to increase prices to foreign customers,which could result in lower net sales by us to such customers.Alternatively,if we do not adjust the prices for our products in response to unfavorable currency fl

272、uctuations,our results of operations could be materially and adversely affected.In addition,most sales made by our foreign subsidiaries are denominated in the currency of the country in which these products are sold and the currency they receive in payment for such sales could be less valuable as co

273、mpared to the U.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 currency exposure.However,we cannot be certain that our efforts will be adequate to protect us against significant currency fluctuations or t

274、hat such efforts will not expose us to additional exchange rate risks,which could materially and adversely affect our results of operations.Risk related to the referendum of the United Kingdoms membership in the European Union In June 2016,a majority of voters in the United Kingdom voted“for”the Ref

275、erendum of the United Kingdoms Membership in the European Union,referred to as Brexit,approving the exit of the United Kingdom from the European Union,which triggered volatility in exchange rate fluctuations of the U.S.dollar against foreign currencies in which we conduct our business.We may experie

276、nce volatility in exchange rates as the United Kingdom negotiates its exit from the European Union.As described in Item 7A,Quantitative and Qualitative Disclosures About Market Risk,of this Form 10-K,most of our foreign currency denominated transactions are conducted in Euros,British Pounds and a va

277、riety of Asian currencies.Sales in currencies other than the U.S.dollar were approximately 34%and 38%,respectively,of our total sales during fiscal years 2018 and 2017.If a dollar strengthens,our revenue denominated in foreign currencies may be adversely affected when translated into U.S.dollars.The

278、 announcement of Brexit has also created global economic uncertainty,which may cause our customers to closely monitor their costs and reduce their spending on our products and services.The effects of Brexit depend on any agreements the United Kingdom makes to retain access to European Union markets

279、either during a transitional period or more permanently.The measures could potentially disrupt the markets we serve and may cause us to lose customers and employees.In addition,Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the United Kingdom determ

280、ines which E.U.laws to replace or replicate.Any of these effects of Brexit,among others,could adversely affect our business,results of operations and financial condition.22 Our indebtedness may adversely affect our ability to operate our business,generate cash flows and make payments on such indebte

281、dness On October 4,2017,we entered into a$200.0 million Senior Secured Term Loan Facility,or term loan,with Morgan Stanley Senior Funding,Inc.,JPMorgan Chase Bank,N.A.and Wells Fargo Securities,LLC.The term loan matures and becomes fully payable on October 4,2024.We would be required to redeem the t

282、erm loan at the principal amount then outstanding upon occurrence of certain events,as described in the term loan agreement.For further information on this transaction,please refer to Note 11,Debt to our Consolidated Financial Statements included in Item 8 Financial Statements and Supplementary Data

283、 of this Form 10-K.Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our business operations and maintain sufficient liquidity to service such debt.The loan borrowings are subject to variable interest rates which create exposure to inter

284、est rate risk.Interest rate increases may result in higher cost of servicing the loan and reduce our profitability and cash flows.The terms of our debt covenants could limit our ability to raise additional funds and the manner in which we conduct our business.We have the ability to refinance the ter

285、m loan and obtain additional indebtedness as long as we maintain a certain level of liquidity and earnings,as specified in the loan agreement.If our liquidity and earnings are reduced below a certain level,we will have limited ability to service the term loan and obtain additional debt financing.Our

286、 failure to comply with these restrictive covenants could also result in an event of default which,if not cured or waived,could result in the acceleration of all or a portion of our indebtedness.Accordingly,a default would have a material adverse effect on our business and our lender would have the

287、right to exercise its rights and remedies to collect,which would include the right to foreclose on our assets.Risks Relating to Our Customers 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 harm our busin

288、ess.We receive a significant portion of our revenue in each fiscal period from a relatively limited number of customers,and that trend is likely to continue.Sales to our ten largest customers accounted for approximately 34%,35%and 35%,respectively,of our total revenue in the fiscal years ended Septe

289、mber 30,2018,2017 and 2016.The loss of one or more of these major customers,a significant decrease in orders from one of these customers,or the inability of one or more customers to make payments to us when they are due could materially affect our revenue,business and reputation.In addition,there ha

290、s been and may continue to be significant consolidation among some of our largest OEM customers,which could lead to increased pressure to reduce the price of our products and/or decreased market share of our products with the combined companies.Because of the lengthy sales cycles of many of our prod

291、ucts,we may incur significant expenses before we generate any revenue related to those products.Our customers may need several months to test and evaluate our products.This increases the possibility that a customer may decide to cancel an order or change its plans,which could reduce or eliminate our

292、 sales to that customer.The impact of this risk can be magnified during the periods in which we introduce a number of new products,as has been the case in recent years.As a result of this lengthy sales cycle,we may incur significant research and development expenses,and selling,general and administr

293、ative expenses before we generate the related revenue for these products,and we may never generate the anticipated revenue if our customer cancels an order 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 manufac

294、tured 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 stage;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 ach

295、ieve these design-ins from an OEM,we would have difficulty selling our products to that OEM because changing suppliers after design-ins involves significant cost,time,effort and risk on the part of that OEM.23 Customers generally do not make long term commitments to purchase our products and our cus

296、tomers 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 commitments and contracts.Our customers frequently do not provide any assurance of minimum or future sales and are not prohibited from purchasing p

297、roducts 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 purchasing products from more than one manufacturer to avoid dependence on sole-source suppliers for certain of their needs.The existence of

298、 these practices makes it more difficult for us to increase price,gain new customers and win repeat business from existing customers.We may face claims for liability related to damages of customer materials attributed to the failure of our products or services,exposing us to significant financial or

299、 reputational harm.Our automation products for the semiconductor manufacturing market are used in the handling and movement of silicon wafers at various points in the production process,and our automated cold storage systems for the life sciences sample management market are used in the handling,mov

300、ement and storage of biological and chemical samples.We also provide sample storage services to customers where we store their biological and chemical samples at our facilities.In any case,damage to our customers materials may be attributed to a failure of our products or services which could lead t

301、o claims for 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 Securities Our stock price is volatile.The market price of our common stock

302、 has fluctuated widely.From the beginning of fiscal year 2017 through the end of fiscal year 2018,our stock price fluctuated between a high of$39.60 per share and a low of$12.89 per share.Consequently,the current market price of our common stock may not be indicative of future market prices,and we m

303、ay be unable to sustain or increase the value of an investment in our common stock.Factors affecting our stock price 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

304、per share of our public company customers;market conditions in the semiconductor and other industries into which we sell products and services;global economic conditions;political changes,hostilities or natural disasters such as hurricanes and floods;low trading volume of our common stock;and the nu

305、mber 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 the market prices of the securities of high technology companies like ours.These market fluctuations coul

306、d adversely affect the market price of our common stock.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 have declared cash dividends on our common stock for the past se

307、veral years,we are not 24 required to do so and may reduce or eliminate our cash dividends in the future.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 y

308、our 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 us without the consent of our Board of Directors.These provisions include limitations on actions by our stockholders by written consent,the inab

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

310、al hostile acquirer.Our restated certificate of incorporation makes us subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law.In general,Section 203 prohibits publicly held Delaware corporations to which it applies from engaging in a“business combination”with

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

312、,as a result,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 outstanding common

313、 stock.Although we believe these provisions provide for an opportunity to receive a higher bid by requiring potential acquirers to negotiate with our Board of Directors,these provisions apply even if the offer may be considered beneficial by stockholders.If a change of control or change in managemen

314、t is delayed 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 furthe

315、r stockholder approval,up to 1,000,000 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 liquidatio

316、n preferences.Such shares of preferred stock could have preferences over our common stock with respect to dividends and liquidation rights.Our issuance of preferred stock may have the effect of delaying or preventing a change in control.Our issuance of preferred stock could decrease the amount of ea

317、rnings and assets available for distribution to the holders of common stock or could adversely affect the rights and powers,including voting rights,of the holders of common stock.The issuance of preferred stock could have the effect of decreasing the market price of our common stock.Item 1B.Unresolv

318、ed Staff Comments None.Item 2.Properties Our corporate headquarters and primary manufacturing/research and development facilities are currently located in three buildings in Chelmsford,Massachusetts.25 We maintained the following principal facilities as of September 30,2018:Square Footage Ownership

319、Status/Lease Location Functions (Approx.)Expiration Chelmsford,Massachusetts.Corporate headquarters,training,manufacturing,R&D and sales&support 298,000 Owned Indianapolis,Indiana.Sample storage,sales&support 98,000 September 2023 Yongin-City,South Korea.Manufacturing,R&D and sales&support 48,600 Se

320、ptember 2019 Fremont,California.Manufacturing,R&D and sales&support 44,940 August 2025 Manchester,United Kingdom.Manufacturing,R&D and sales&support 44,670 December 2019 Chu Bei City,Taiwan.Sales&support 28,600 June 2020 Our Brooks Semiconductor Solutions Group segment utilizes the facilities in Che

321、lmsford,Massachusetts;Fremont,California;South Korea,Germany and Taiwan.Our Brooks Life Sciences segment utilizes the facilities in Manchester,United Kingdom;Indianapolis,Indiana;Chelmsford,Massachusetts;Bronx,New York;and Fremont,California.We maintain additional sales,support and training offices

322、in Texas,Europe(France and Germany),Asia(China,Japan and Singapore)and the Middle East(Israel).We also maintain sample storage facilities in China,Germany and Singapore.Item 3.Legal Proceedings We are subject to various legal proceedings,both asserted and unasserted,that arise in the ordinary course

323、 of business.We cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses.However,as of the date of this report,we believe that none of these claims will have a material adverse effect on our consolidated financial condition o

324、r results of operations.In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings,there can be no assurance that our assessment of any claim will reflect the ultimate outcome and an adverse outcome in certain matters could,from time-to-time

325、,have a material adverse effect on our consolidated financial condition or results of operations in particular quarterly or annual periods.Item 4.Mine Safety Disclosures Not applicable.26 PART II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity S

326、ecurities Our common stock is traded on the Nasdaq Stock Market LLC under the symbol“BRKS.”The following table sets forth the high and low intraday sales 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 periods i

327、ndicated:Market Price Dividends High Low Declared Fiscal Year Ended September 30,2018:First quarter.$34.39$22.54$0.10 Second quarter.30.15 23.30 0.10 Third quarter.36.36 24.88 0.10 Fourth quarter.39.60 28.71 0.10 Fiscal Year Ended September 30,2017:First quarter.$17.80$12.89$0.10 Second quarter.22.4

328、0 16.68 0.10 Third quarter.29.60 21.14 0.10 Fourth quarter.30.36 21.78 0.10 Number of Holders As of November 9,2018,there were 535 holders of record of our common stock.Dividend Policy Dividends are declared at the discretion of our Board of Directors and depend on actual cash flow from operations,o

329、ur financial condition,capital requirements and any other factors our Board of Directors may consider relevant.Future dividend declarations,as well as the record and payment dates for such dividends,will be determined by our Board of Directors on a quarterly basis.On November 6,2018,our Board of Dir

330、ectors approved a cash dividend of$0.10 per share payable on December 20,2018 to common stockholders of record on December 7,2018.Comparative Stock Performance The following graph compares the cumulative total shareholder return(assuming reinvestment of dividends)from investing$100 on September 30,2

331、013,and plotted at the last trading day of each of the fiscal years ended September 30,2014,2015,2016,2017 and 2018,in each of(i)our Common Stock;(ii)the Nasdaq/NYSE MKT/NYSE Index of companies;(iii)a peer group for the fiscal year ended September 30,2018(“Current Peer Group”),and (iv)a peer group f

332、or the fiscal year ended September 30,2016(“Prior Peer Group”).The Current Peer Group for the year ended September 30,2018 is comprised of Advanced Energy Industries,Inc.,Axcelis Technologies Inc.,Bio Rad Laboratories Inc.,Bruker Corp.,Cabot Microelectronics Corp.,Coherent Inc.,Entegris,Inc.,Formfac

333、tor Inc.,Haemonetics Corp.,MKS Instruments,Inc.,MTS Instruments,Inc.,Novanta Inc.,Rudolph Technologies Inc.,Ultra Clean Holdings,Inc.,Varex Imaging Corp.and Veeco Instruments Inc.The Prior Peer Group is comprised of Advanced Energy Industries,Inc.,Bruker Corp.,Entegris,Inc.,Formfactor Inc.,MKS Instruments,Inc.,Photronics,Inc.,Teradyne Inc.,Ultra Clean Holdings,Inc.,Veeco Instruments Inc.and Xcerra