Azenta, Inc. (AZTA) 2022年年度報告「NASDAQ」.pdf

1、Table of ContentsUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549Form 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For fiscal year ended September 30,2022orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHA

2、NGE ACT OF 1934For the transition period from to .Commission File Number:0-25434Azenta,Inc.(Exact name of Registrant as Specified in Its Charter)Delaware04-3040660(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S.EmployerIdentification No.)15 Elizabeth DriveChelmsford,Massachusetts

3、(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 ClassTrading SymbolsName of Each Exchange on Which RegisteredCommon Stock,$0.01 par valueAZTAThe Nasdaq Stock M

4、arket LLCSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)

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

6、 reports),and(2)has been subject to such filingrequirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T(232.405 of this chapter)during the preceding 1

7、2 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or anemerging growth company.See the definitions of“la

8、rge accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growthcompany”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark i

9、f the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements asse

10、ssment of the effectiveness of its internalcontrol over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that preparedor issued its audit report.Indicate by check mark whether the registrant is a shell company(as defined in Ex

11、change 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 31,2022,wasapproximately$6,114,187,970 based on the closing price per share of$82.88 on March 31,2022 on the Nasdaq Stock Market.As of March 3

12、1,2022,74,983,621 shares of the registrants Common Stock,$0.01 par value,were outstanding.As of November 14,2022,75,020,256 shares of the registrantsCommon Stock,$0.01,par value,were outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrants Proxy Statement involving the election of

13、directors,which is expected to be filed within 120 days after the end of theregistrants fiscal year,are incorporated by reference in Part III of this Report.Table of Contents2AZENTA,INC.TABLE OF CONTENTSPAGE NUMBERPART IItem 1.Business3Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments20Item 2.P

14、roperties21Item 3.Legal Proceedings21Item 4.Mine Safety Disclosures21PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and IssuerPurchases of Equity Securities22Item 6.Reserved24Item 7.Managements Discussion and Analysis of Financial Condition and Results ofOperations24I

15、tem 7A.Quantitative and Qualitative Disclosures About Market Risk40Item 8.Financial Statements and Supplementary Data42Item 9.Changes In and Disagreements With Accountants on Financial Accounting andFinancial Disclosure89Item 9A.Controls and Procedures89Item 9B.Other Information90Item 9C.Disclosure

16、Regarding Foreign Jurisdictions that Prevent Inspections90PART IIIItem 10.Directors,Executive Officers and Corporate Governance91Item 11.Executive Compensation91Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters91Item 13.Certain Relationships and Re

17、lated Transactions,and Director Independence91Item 14.Principal Accountant Fees and Services91PART IVItem 15.Exhibits and Financial Statement Schedules92Item 16.Form 10-K Summary95SIGNATURES96Table of Contents3Information Relating to Forward-Looking StatementsCertain statements in this Form 10-K con

18、stitute forward-looking statements,which are subject to the safe harborprovisions created by the Private Securities Litigation Reform Act of 1995.Certain,but not all,of the forward-lookingstatements in this Form 10-K are specifically identified as forward-looking,by use of phrases and words such as“

19、webelieve,”“we estimate,”“we expect,”“may,”“should,”“could,”“intend,”“likely,”and other future-oriented terms.Theidentification of certain statements as“forward-looking”is not intended to mean that other statements not specificallyidentified are not forward-looking.Forward-looking statements include

20、,but are not limited to,statements that relate to ourfuture revenue,margins,costs,earnings,profitability,product development,demand,acceptance and market share,competitiveness,market opportunities and performance,levels of research and development,or R&D,the success of ourmarketing,sales and service

21、 efforts,outsourced activities,operating expenses,anticipated manufacturing,customer andtechnical requirements,the ongoing viability of the solutions that we offer and our customers success,tax expenses,ourmanagements plans and objectives for current and future operations and business focus,the impa

22、ct of the COVID-19pandemic,the anticipated growth prospects of our business,the expected benefits and other statements relating to ourdivestures and acquisitions,our adoption of newly issued accounting guidance,the levels of customer spending,generaleconomic conditions,the sufficiency of financial r

23、esources to support future operations,and capital expenditures.Suchstatements are based on current expectations and are subject to risks,uncertainties,and changes in condition,significance,value,and effect,including without limitation those discussed within Item 1A,“Risk Factors”and elsewhere in thi

24、s Form10-K and other documents we file from time to time with the Securities and Exchange Commission,or SEC,such as ourquarterly reports on Form 10-Q and our current reports on Form 8-K.Such risks,uncertainties and changes in condition,significance,value and effect could cause our actual results,per

25、formance or achievements to differ materially from thoseexpressed in this Form 10-K and in ways we cannot readily foresee.Readers are cautioned not to place undue reliance onthese forward-looking statements,which speak only as of the date hereof and are based on information currently andreasonably k

26、nown to us.We do not undertake any obligation to release revisions to these forward-looking statements,toreflect events or circumstances that occur after the date of this Form 10-K or to reflect the occurrence or effect ofanticipated or unanticipated events.Precautionary statements made herein shoul

27、d be read as being applicable to all relatedforward-looking statements wherever they appear in this report.Unless the context indicates otherwise,references in this Form 10-K to“we”,“us”,“our”and other similar referencesmean Azenta,Inc.and its consolidated subsidiaries.PART IItem 1.BusinessOverviewW

28、e are a leading global provider of life sciences sample exploration and management solutions for the life sciencesmarket.We entered the life sciences market in 2011,leveraging our in-house capabilities of precision automation andcryogenics capabilities that we were then applying in the semiconductor

29、 market.These led us to provide solutions forautomated ultra-cold storage.Since then,we have expanded our life sciences offerings both organically and through aseries of acquisitions.We now support our customers from research to clinical development with our sample management,automated storage,and g

30、enomic services expertise to help our customers bring impactful therapies to market faster.Weunderstand the importance of sample integrity and offer a broad portfolio of products and services supporting customers atevery stage of the life cycle of samples,including procurement and sourcing,automated

31、 storage systems,genomic servicesand a multitude of sample consumables,informatics and data software,and sample repository solutions.Our expertise,global footprint,and leadership positions enable us to be a trusted global partner to pharmaceutical,biotechnology,and life sciences research institution

32、s.In total,we employ approximately 3,200 full-time employees,part-time employees,and contingent workers worldwide and have sales in more than 100 countries.We are headquartered in Chelmsford,Massachusetts and have operations in North America,Asia,and Europe.Our Company was founded in 1978 and became

33、 a leading automation provider and partner to the globalsemiconductor manufacturing industry.In the fourth quarter of fiscal year 2021,we entered into a definitive agreementTable of Contents4to sell our semiconductor automation business,to Thomas H.Lee Partners,L.P.,or THL,and completed the sale onF

34、ebruary 1,2022 for$2.9 billion in cash.The semiconductor automation results are classified as discontinued operations,and,unless otherwise noted,the description of our business in this Form 10-K relates solely to our continuing operations.In connection with the planned divesture of the semiconductor

35、 automation business and our continued focus on our lifesciences businesses,we changed our corporate name from“Brooks Automation,Inc.”to“Azenta,Inc.”and our commonstock started to trade on the Nasdaq Global Select Market under the symbol“AZTA”on December 1,2021.Our portfolio includes products and se

36、rvices offerings developed by us internally as well as many offerings we have added through multiple acquisitions designed to bring together a comprehensive capability to serve our customers needs in the sample-based services arena.We continue to develop new products and services offerings and enhan

37、ce existing and acquired offerings through the expertise of our research and development resources.We believe our acquisition,investment,and integration approach has allowed us to accelerate internal development and significantly accelerate time to market.For further information on our acquisitions,

38、please refer to Note 4,“Acquisitions”to our Consolidated FinancialStatements included under Item 8,“Financial Statements and Supplementary Data”of this Form 10-K.Life Sciences MarketOur businesses serve a broad range of end markets within the life sciences industry in the pursuit of a growing list o

39、fscientific possibilities for advancing the development of therapies to improve peoples lives and cure diseases.With theadvent of biologics and personalized medicine,biological samples have become critical assets to the success of drug andtherapy pipelines,and the proper management and protection of

40、 these samples has gained increased importance to ourcustomers.We believe this trend has created a sizable market opportunity for Azenta to provide comprehensive samplemanagement and genomic solutions.Since the successful mapping of the full human genome at the turn of this century,the market for ge

41、nomic services has grown in support of research in biologic drug development,personalized medicine and cell/gene therapy.Top pharmaceutical and biotechnology companies can use their in-house laboratory resources to sequence the millions of genes needed as part of their research workflow.Still,many c

42、ompanies look to outsource their gene sequencing to independent laboratories that provide expedited results and expert consultative services.Other companies and institutions have fewer or no in-house options and make use of outsourced capabilities as their primary solution.We participate in this mar

43、ket as a value-added laboratory services provider,offering high quality genetic testing services with fast turnaround times.We have more than 12,000 customers globally and believe we are well positioned to expand our customer base.Weserve top pharmaceutical and biotechnology companies,the most advan

44、ced research hospitals performing clinical researchand therapy development,as well as some of the newest and leading-edge start-ups in the biotech space.In addition,wealso serve academic and government institutions.We believe that the sample-based services and products businesses willcontinue to dem

45、onstrate a growth trajectory and we do not observe cyclical demand for these offerings.SegmentsOur business is comprised of two reportable segments:Life Sciences Products and Life Sciences Services.For furtherinformation on our reportable and operating segments,please refer to Note 18,“Segment and G

46、eographic Information”toour Consolidated Financial Statements included under Item 8,“Financial Statements and Supplementary Data”of thisForm 10-K.Life Sciences ProductsOur Life Sciences Products business is a leading provider of automated cold storage solutions for biological andchemical compound sa

47、mples.Our storage systems provide reliable automation and sample inventory management attemperatures down to-190C and can store anywhere from one to millions of samples.Our sample management solutionsinclude consumable vials and tubes,polymerase chain reaction,or PCR,plates,instruments for supportin

48、gTable of Contents5workflows,and informatics.This portfolio provides customers with the highest level of sample quality,security,availability,intelligence,and integrity throughout the lifecycle of samples providing customers with complete end-to-end“cold-chain of custody”capabilities.On July 1,2022,

49、we acquired Barkey Holding GmbH and its subsidiaries,or Barkey,aleading provider of controlled rate thawing devices for customers in the medical,biotech and pharmaceutical industries,headquartered in Leopoldshhe,Germany.Life Sciences Products OfferingsThe principal offerings of the Life Sciences Pro

50、ducts segment include the following:Automated cold storage solutions includes stand-alone systems that store over 20 million samples in temperatureranges from ambient to-80C to cryogenic storage at-190C.Our systems provide high throughput capability andoptimized storage of multi-format tubes and pla

51、tes while maintaining consistent temperature profiles across stored samples.We also offer a portfolio of service products designed to optimize productivity of our storage systems offerings.Consumables and instruments-includes a complete range of consumables,including multiple formats of racks,tubes,

52、caps,plates and foils,which are used for storage and handling of samples in ambient and ultra-cold storage environments.A comprehensive range of instruments used for labeling,bar coding,capping,de-capping,auditing,sealing,peeling,andpiercing tubes and plates complement our consumables.Our offerings

53、include a range of products aimed at the genomicsample preparation and services market for PCR and sequencing,imaging,plate sealing,liquid handling,and sampleprocessing.Controlled rate thawing devices includes a range of products for automated thawing of plasma,blood and stem cellsas well as on cell

54、 and gene therapy,or CGT,applications.Our products are used for controlled rate thawing ofcryopreserved samples and therapies,and are used in R&D,clinical trials,good manufacturing practices and in the hospitalsetting.Our Barkey plasmatherm product is the only automated cell thawing device approved

55、by the U.S.Food and DrugAdministration,or FDA,as a medical device for use in patient care.Life Sciences ServicesOur Life Sciences Services business is a leading provider of solutions addressing the many needs of customers in the area of genomic analysis and the management and care of biological samp

56、les used in pharmaceutical,biotech,healthcare,clinical,and academic research,and development markets.We process millions of samples every year,each containing valuable information that must be preserved with the sample.Our genomic services provide a broad capability to customers for sequencing and s

57、ynthesis of genes.Our sample management services include off-site storage services,transport services,laboratory services,and interactive informatics solutions.We also offer expert-level consultation services to our clients throughout their experimental design and implementation.Our services also in

58、clude short-and long-term sample storage and management of the“cold chain of custody”from collection,to storage,to retrieving the sample which ultimately may go back into the research workflow.Life Sciences Services OfferingsThe principal offerings of the Life Sciences Services segment include the f

59、ollowing:Genomic Services-offers gene sequencing and gene synthesis services,enabling the fast-expanding research of gene-based healthcare discoveries and therapies.These service offerings include Next Generation sequencing,or NGS,Sanger sequencing,gene synthesis,bioinformatics,and good laboratory p

60、ractices,or GLP,regulatory services.The sequencing services are available with both standard and custom services for extraction,library preparation,sequencing,and bioinformatics,supported by Ph.D.-level project managers providing consultations,updates,and post-delivery assistance.The gene synthesis

61、offerings provide production of a wide range of sequence lengths and structural complexity,DNA cloning,gene fragment synthesis,oligo synthesis,and plasmid purification.Sample Repository Solutions-includes a complete range of services consisting of on-site and off-site sample storage,cold chain logis

62、tics,sample transport and collection relocation,bio-processing solutions(inclusive of sample preparation,and genomic and cell culture analysis),disaster recovery and business continuity,biospecimen procurement services,aswell as project management and consulting.Our Informatics solutions provides sa

63、mple intelligence softwareTable of Contents6solutions,and support laboratory workflow scheduling for life science tools and instrument work cells,sample inventoryand logistics,environmental and temperature monitoring,clinical trial and consent management,and planning,datamanagement,virtualization,an

64、d visualization of sample collections.We offer enhanced on-site and off-site management ofbiological sample inventories and integration solutions to our customers for their increasingly distributed workflow.We believe the combination of our broad sample-based offerings,including genomic analysis,sam

65、ple managementsolutions,automated storage systems,informatic solutions and sample sourcing and procurement services has enabled us tobetter serve our customers with an integrated and comprehensive portfolio of services.Acquisition completed after fiscal year endOn October 3,2022,we acquired B Medica

66、l Systems S.r.l and its subsidiaries,or B Medical,a market leader intemperature-controlled storage and transportation solutions that enables the delivery of life-saving treatments to more than150 countries worldwide.The acquisition complements our cold chain capabilities,adding differentiated soluti

67、ons forreliable and traceable transport of temperature-sensitive specimens.Sales,Marketing and Customer SupportMost of our sales are completed through our direct sales force,particularly our store systems,storage services,andgenomic services.We supplement the sale of consumables and instruments with

68、 distributors that reach a broad range ofcustomers.In regions with emerging life science industries such as China,India,and the Middle East,we leverage localdistributors to assist with the sales process for automated stores.Our larger automated store systems sales process may takemonths to complete

69、and involve a team from sales,marketing,and engineering.Sales of genomic services are generallygenerated with on-line orders from the customer laboratory and delivered via a courier service,with the simplest ofsequencing requests completed in less than 24 hours and more complex synthesis tasks withi

70、n weeks.We utilize aworldwide partner network of clinical sites and biobanks for the collection capability of our biospecimen procurementbusiness.We typically provide product warranties for a period of one to two years depending on the product type.Our marketing activities include participation in t

71、rade shows,seminars,and industry forums,creation and distributionof sales literature,webinars,and white papers,and publication of press releases and articles in business and industrypublications.We maintain sales and service centers in Asia,Europe,the Middle East,and North America to enhancesupport

72、of and communication with customers.CompetitionGiven the breadth of the sample management solutions and genomic services offered by our Life Sciences Productsand Life Sciences Services segments,we believe we have a unique portfolio of products and services.Each of the businesslines within the two se

73、gments,however,has unique competitors in their area of offerings.In the Life Sciences Productssegment,our main competitors include Hamilton Company and Liconic AG for automation systems and Thermo FisherScientific for consumables and services.In the Life Sciences Services segment,our main competitor

74、s include LaboratoryCorporation of America Holdings and Thermo Fisher Scientific Inc.for storage services,and BGI Genomics Co.,Ltd.,Eurofins,Scientific S.E.,GenScript Biotech Corporation,Integrated DNA Technologies,Inc.,Novogene Co.,Ltd.,andTwist Bioscience Corporation for genomic services.Research

75、and DevelopmentOur research and development efforts are focused on developing new products and enhancing the functionality,degreeof integration,reliability and performance of our existing products and service offerings.Our engineering,marketing,operations,and management personnel leverage their clos

76、e collaborative relationships with their counterparts in customerorganizations to proactively identify market demands that help us refocus our research and development investment tomatch our customers demands.Within our Life Sciences Products segment,we have developed and continue to develop automat

77、ed biological samplestorage solutions for operating in ultra-low temperature environments.We have a complete line up of automatedTable of Contents7stores from ambient temperatures to-190C.Our BioStore has a unique design,which allows controlled temperaturestorage down to-80C with the industrys highe

78、st throughput of sample retrieval.Our BioStore portfolio offers improveddata management and sample security for vaccines and biologics stored at-80C.Within our Life Sciences Servicessegment,our genomics services business advances research and development activities in gene sequencing,synthesis,editi

79、ng,and related services to meet market demands.We invest in R&D services to develop protocols and efficiencies inour own laboratories and to provide proprietary offerings to our customers.As an example,in our genomic servicesbusiness,we enriched our portfolio by adding regulated services targeting a

80、nalysis of adeno-associated virus,a commonvector used in cell and gene therapy.Furthermore,we continue to add value to drug discovery and development research byexpanding our portfolio to include proteomics solutions.We will continue to focus on developing processes andtechnologies that can streamli

81、ne sample to data workflows.Manufacturing and ServiceOur manufacturing operations include product assembly,integration,and testing.We implement quality assuranceprocedures that include standard design practices,reliability testing and analysis,supplier and component selectionprocedures,vendor contro

82、ls,manufacturing process controls,and service processes that ensure high-quality performance ofour products.Our major manufacturing facilities are in Manchester and Wotton,United Kingdom and Billerica,Massachusetts.Our manufacturing operations are designed to provide high quality,optimal cost,differ

83、entiated products toour customers in short lead times through responsive and flexible processes and sourcing strategies.We utilize leanmanufacturing techniques for a large portion of our manufacturing.We have service and support locations near our customers to provide rapid response to their service

84、 needs.Ourprincipal product service and support locations include Chelmsford,Massachusetts,and Manchester,United Kingdom.We provide sample management storage and transportation services in Indianapolis,Indiana;Griesheim,Germany;Montreal,Canada;Singapore;Beijing,China and various locations throughout

85、 the United States.We have a network of 14laboratories that provide genomic services,including eight in the United States,three in China,and one each in Japan,Germany,and the United Kingdom.Patents and Proprietary RightsWe rely on patents,trade secret laws,confidentiality procedures,copyrights,trade

86、marks and licensing agreements toprotect our technology.Due to the rapid technological change that characterizes the life sciences and related processequipment industries,we believe that the improvement of existing technology,reliance upon trade secrets,unpatentedproprietary know-how,and the develop

87、ment of new products may be as important as patent protection in establishing andmaintaining a competitive advantage.Our policy is to require all employees to enter into proprietary information andnondisclosure agreements to protect trade secrets and know-how.We cannot guarantee that these efforts w

88、ill meaningfullyprotect our trade secrets.As of September 30,2022,we owned approximately 77 issued U.S.patents,with various corresponding patents issuedin foreign jurisdictions.We also had approximately 33 pending U.S.patent applications,with foreign counterparts of someof these applications having

89、been filed or which may be filed at the appropriate time.Our patents will expire at variousdates through 2039.Environmental Matters and Government RegulationsEnvironmental RegulationsWe are subject to various laws and governmental regulations concerning environmental matters and employee safetyand h

90、ealth in the United States and other countries.Federal environmental legislation in the United States that affects usincludes the Resource Conservation and Recovery Act,the Clean Air Act,the Clean Water Act,the Safe Drinking WaterAct,and the Comprehensive Environmental Response Compensation and Liab

91、ility Act.We are also subject to regulationby the Occupational Safety and Health Administration,or OSHA,concerning employee safety and health matters.TheUnited States Environmental Protection Agency,or EPA,OSHA,and other federal agencies have the authority topromulgate regulations that have an effec

92、t on our operations.Table of Contents8In addition to these federal laws and regulations,various states have been delegated certain authority under the federalstatutes and have authority over these matters under state laws.Many state and local governments have adoptedenvironmental and employee safety

93、 and health laws and regulations,some of which are similar to federal requirements.Other Laws and RegulationsOur operations are also subject to other government regulations.While most of our products are not regulated,our recent acquisitions of Barkey and B Medical include certain products that are

94、regulated by the FDA under the Federal Food,Drug,and Cosmetic Act.Our businesses also include export and import activities,we are subject to pertinent laws enforced by the U.S.Departments of Commerce,State and Treasury.In addition,our logistics activities must comply with the rules andregulations of

95、 the Department of Transportation,the Federal Aviation Administration,and similar foreign agencies.We believe we are in compliance in all material respects with all applicable environmental,employee health and safetyand other government regulations,and such compliance has not had,and is not expected

96、 to have,an adverse effect on ourcapital expenditures,competitive position,financial condition,or results of operations.Human Capital As of September 30,2022,we employed approximately 3,100 people which includes full-time and part-time employees.In addition,we utilized the services of 100 contingent

97、 associates,primarily in the United States.None of our employees are covered by collective bargaining agreements.We understand that our success depends on our highly talented associates,and our human capital management practices focus on attracting and retaining a diverse and engaged workforce.Diver

98、sity,Equity and Inclusion.We are committed to attracting,developing,and retaining diverse talent that is inclusive ofevery age,gender,gender identity,race,sexual orientation,physical capability,neurological difference,ethnicity,belief andperspective.Our goal is to develop cultural competency by seek

99、ing knowledge,increasing awareness,developingsensitivity,modeling respect and promoting inclusion and unity.Approximately 48%of our employees are gender diverse,and 41%of our U.S.-based employees identify as being racially diverse.Additional detail on our gender and racialdiversity can be found on o

100、ur website in our environmental,social,and governance,or ESG,governance reports.Employee Engagement.We are committed to fostering a culture and environment where every employee feels valued.Oursuccess depends in large part on our hiring and retaining top talent across the entire organization,with pr

101、imary emphasis onour management team and our employees who interface directly with our customers.We compete for talent with othercompanies both smaller and larger,and both in our market and in other industries.Compensation and Benefits.In order to attract and retain top talent,we focus on having a d

102、iverse,inclusive,and safeworkplace,while offering competitive compensation,benefits,and health and wellness programs.A majority of employeesalso have incentive compensation opportunities,which are primarily focused on meeting financial,sales,operational,and/or customer focused metrics.In addition,ou

103、r long-term equity compensation is intended to align management interestswith those of our stockholders and to encourage the creation of long-term value.Training and Development.We provide training and learning opportunities,rotational assignment opportunities,andcontinuous performance feedback to f

104、urther our employee development.Our learning culture is built on:formalcurriculums,communities of practice,peer-to-peer learning,experiential development,support tools and ongoingassessment.We listen to our employees to better understand their training and development needs,and ensure our offeringsc

105、ater to both technical learning and leadership development.We offer a generous tuition reimbursement program thatencourages employees to pursue undergraduate and graduate degrees in fields associated with their current or aspirationalpositions.In 2022,14 employees were enrolled in this benefit with

106、29%being female.Table of Contents9Employee Health and Safety.Compliance with environmental,health and safety,or EH&S,laws and regulations underliesthe basis of the EH&S programs we have in place.As we continue to monitor the impact of the COVID-19 pandemic,wehave implemented and will continue to imp

107、lement measures to ensure the safety of our employees.We formed a COVID-19 leadership team,which is continuously evaluating the guidance from federal and local authorities and has created strictpolicies and guidelines that put our employees health and safety first.Purpose and Core Values.Our Company

108、 Purpose is to enable life sciences organizations around the world to bringimpactful and breakthrough therapies to market faster.We are committed to making sure that every team memberunderstands our core values of Customer Focus,Achievement,Accountability,Teamwork,Employee Value,and Integrity.These

109、core values are the foundation from which we act and base our decisions and are embodied in our Standards ofConduct,which outline our commitment to our customers,our investors,our communities,and to one another.OurStandards of Conduct also outline what is expected of our employees and ensure we cont

110、inue to foster a culture of highintegrity.We adhere to the governance requirements established by federal and state law,the Securities and ExchangeCommission,or SEC,and the Nasdaq Global Select Market,and we strive to establish appropriate risk managementmethods and control procedures to adequately

111、manage,monitor,and control the major risks we may face day to day.Available InformationWe file annual,quarterly,and current reports,proxy statements and other information with the SEC.Our SEC filingsare available to the public over the internet at the SECs website at http:/www.sec.gov.We also mainta

112、in a website ,through which you can access our SEC filings.The information found on our website is not part of thisor any other report we file with or furnish to the SEC.Item 1A.Risk FactorsFactors That May Affect Future ResultsYou should carefully consider the risks described below and the other in

113、formation in this Form 10-K before decidingto invest in shares of our common stock.These are the risks and uncertainties applicable to our businesses that we believeare most important for you to consider.Additional risks and uncertainties not presently known to us,which we currentlydeem immaterial o

114、r which are similar to those faced by other companies in our industry or business in general,may alsoimpair our business operations.If any of the following risks or uncertainties actually occur,our business,financialcondition and operating results would likely suffer.In that event,the market price o

115、f our common stock could decline,andyou could lose all or part of your investment.Macroeconomic and External RisksWe are subject to risks associated with public health threats and epidemics,including COVID-19.We are subject to risks associated with public health threats and epidemics,including the g

116、lobal health concernsrelating to the ongoing COVID-19 pandemic.The global COVID-19 pandemic has adversely impacted and may furtheradversely impact our business and markets,including our workforce and operations and the operations of our customers,suppliers,and business partners.In particular,we may

117、experience material financial or operational impacts,including:significant volatility or reductions in demand for our products and/or services;orthe inability to meet our customers needs or other obligations due to disruptions to our operations or theoperations of our third-party partners,suppliers,

118、contractors,logistics partners,or customers.These impacts may be of greater magnitude in certain jurisdictions in which we and our customers operate thatcontinue to maintain stringent COVID-19 policies,in particular China.Table of Contents10The depth and extent to which the COVID-19 pandemic may dir

119、ectly or indirectly impact our business,results ofoperations,financial condition and individual markets is dependent upon various factors,including the spread of additionalvariants,the availability of vaccinations,and government interventions to reduce the spread of the virus.While we have developed

120、 and implemented and continue to develop and implement health and safety protocols,business continuity plans and crisis management protocols in an effort to try to mitigate the negative impact of COVID-19on our employees and our business,there can be no assurance that we will be successful in our ef

121、forts or that such effortsmay not have detrimental unintended consequences,and as a result,our business,financial condition and results ofoperations may be materially and adversely affected.A prolonged downturn in macroeconomic conditions may materially adversely affect our business.An economic down

122、turn in the United States and elsewhere,including as a result of continued or future outbreaks ofCOVID-19 or a similar infectious disease,reductions in the level of government funding for scientific research,increasesin interest rates,inflation,among other factors,may cause our current or potential

123、customers to delay or reduce purchases,which could,in turn,result in reductions in sales of our products,materially and adversely affecting our results ofoperations and cash flows.Volatility and disruption of global financial markets could limit our customers ability to obtainadequate financing to m

124、aintain operations and proceed with planned or new capital spending initiatives,leading to areduction in sales volume that could materially and adversely affect our results of operations and cash flow.In addition,adecline in our customers ability to pay as a result of the economic downturn may lead

125、to increased difficulties in thecollection of our accounts receivable,higher levels of reserves for doubtful accounts and write-offs of accounts receivable,and higher operating costs as a percentage of revenues.Global climate change and related legal and regulatory developments could negatively affe

126、ct our business,financialcondition and results of operations.Climate change presents risks to us and to our customers,with the risks expected to increase over time.Our productsand services are subject to and affected by environmental regulation by federal,state,and local authorities in the UnitedSta

127、tes and regulatory authorities with jurisdiction over our international operations.Future regulations or voluntary actionson our part in response to climate change could result in costly changes to our facilities to reduce carbon emissions andcould increase energy costs as a result of switching to l

128、ess carbon-intensive,but more expensive,sources of energy tooperate our facilities and to transport and ship products and samples.There can be no assurance that climate change orenvironmental regulation and response will not have a negative competitive impact on our ability to provide samplemanageme

129、nt,automated storage,and genomic services or that economic returns will match the investment that we aremaking in the development of new products and services.We will likely face increasing complexity related to productdesign,the use of regulated materials,energy consumption and efficiency,and the r

130、euse,recycling,or disposal of productsand their components at end-of-use or useful life.There continues to be a lack of consistent climate legislation,whichcreates economic and regulatory uncertainty regarding future incentives for energy-efficiency and costs of compliance,which may impact the deman

131、d for our products and services,and our results of operations and financial condition.Inaddition,the potential physical impacts of climate change on our operations are highly uncertain and would be particular tothe geographic circumstances in areas in which we operate.These may include changes in gl

132、obal weather patterns,whichcould include local changes in rainfall and storm patterns and intensities,water shortages,changing sea levels,andchanging temperature averages or extremes.These impacts may also adversely affect our properties,our business,financialcondition and results of operations.Unfa

133、vorable currency exchange rate fluctuations may impact our significant foreign currency holdings,lead to loweroperating 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,cost of sales and results

134、of operations,and we could experience losses with respect to forward exchange contracts into which we may enter.Unfavorable currencyfluctuations could require us to increase prices to customers,which could result in lower net sales by us to such customers.Alternatively,if we do not adjust the prices

135、 for our products and services in response to unfavorable currency fluctuations,our results of operations could be materially and adversely affected.In addition,most sales made by our foreignsubsidiaries are denominated in the currency of the country in which these products are sold or these service

136、s are providedand the currency they receive in payment for such sales could be less valuable as comparedTable of Contents11to the U.S.dollar at the time of receipt as a result of exchange rate fluctuations.From time to time,we enter into forwardexchange contracts to reduce currency exposure.However,

137、we cannot be certain that our efforts will be adequate to protectus against significant currency fluctuations or that such efforts will not expose us to additional exchange rate risks,whichcould materially and adversely affect our results of operations.In addition,approximately$1 billion of the cash

138、 was received upon the completion of the sale of our semiconductorautomation business on February 1,2022,is denominated in Euro,which represents a substantial portion of our currentcash balance.As a result of our increased foreign currency holdings,our financial results and capital ratios may beimpa

139、cted by the movements in exchange rates,and a significant portion of our assets must be translated into U.S.dollarsfor external reporting purposes or converted into U.S.dollars to meet our strategic needs,including with respect to ourrecently approved share repurchase program,and service obligations

140、 such as any future U.S.dollar-denominatedindebtedness or dividends.We may seek to mitigate our exposure to currency exchange rate fluctuations,but our effortsmay not be successful.Our business could be negatively impacted by environmental,social and governance(ESG)matters.There has been an increase

141、d focus from investors,customers,employees and other stakeholders concerningenvironmental,social and governance,or ESG,matters,including addressing climate change,which may result in increasesin our costs to operate our business or restrict certain aspects of our activities.The standards by which ES

142、G efforts andrelated matters are measured are developing and evolving,and certain areas are subject to assumptions that could changeover time and the extent and severity of climate change impacts are unknown.In addition,we could be criticized for thescope of such initiatives or goals or perceived as

143、 not acting responsibly in connection with these matters.Any such matterscould have a material adverse impact on our future results of operations,financial position and cash flows.Risks Relating to Our OperationsOur operating results could fluctuate significantly,which could negatively impact our bu

144、siness.Our revenue,operating margins and other operating results could fluctuate significantly from quarter-to-quarter andyear-to-year depending upon a variety of factors,including:changes in the timing and terms of product orders and service contracts by our customers as a result of ourcustomer con

145、centration or otherwise;changes in the demand for the mix of products and services that we offer;the timing and amount of any repurchases of our common stock under our recently approved share repurchaseprogram;timing and market acceptance of our new product and services introductions;delays or probl

146、ems in the planned introduction of new products or services,or in the performance of any suchproducts following delivery to customers or the quality of such services;new products,services or technological innovations by our competitors,which can,among other things,renderour products and services les

147、s competitive due to the rapid technological changes in the markets in which weprovide 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

148、 ability to accurately 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;Table of Contents12write-offs for excess or obsolete inventory;competitive pricing pressures;andincreased investment int

149、o our infrastructure to support our growth,including capital equipment,research anddevelopment,as well as selling and marketing initiatives to support continuous product and services innovation,technological capability enhancements and sales efforts.The timing of revenue generation coupled with thei

150、ncreased amount of investment may result in operating losses.As a result of these risks,we believe that reference to past performance for comparisons of our revenue and operatingresults may not be meaningful,and that these comparisons may not be an accurate indicator of our future performance.If we

151、do not continue to introduce new products and services that reflect advances in technology in a timely andeffective 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 th

152、e markets we serve.Thesuccess of our product development and introduction of products and services to market depends on our ability to:identify and define new market opportunities,products and services in an accurate manner;obtain market acceptance of our products and services;innovate,develop,acqui

153、re and commercialize new technologies and applications in a timely 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 servic

154、e strategy;price our products and services appropriately;anddesign our products to high standards of manufacturability so that they meet customer requirements.If we cannot succeed in responding in a timely manner to technological and/or market changes or if the new productsand services that we intro

155、duce do not achieve market acceptance,our competitive position would diminish which couldmaterially harm our business and our prospects.The global nature of our business exposes us to multiple risks.During fiscal years ended September 30,2022,2021 and 2020,approximately 33%,38%and 34%of our revenue

156、wasderived from sales outside of North America.We expect that international sales,including increased sales in Asia,willcontinue to account for a significant portion of our revenue for the foreseeable future,and that in particular,the proportionof our sales to customers in China will continue to inc

157、rease,due in large part to our significant genomic services operationin China.Additionally,we intend to invest additional resources in facilities in China,which will increase our globalfootprint of sales,service and repair operations.As a result of our international operations,we are exposed to many

158、 risksand uncertainties,including:longer sales-cycles and time to collection;tariff and international trade barriers;fewer or less certain legal protections for intellectual property and contract rights abroad;Table of Contents13different and changing legal and regulatory requirements in the jurisdi

159、ctions in which we operate;government currency control and restrictions on repatriation of earnings;a diverse workforce with different experience levels,languages,cultures,customs,business practices and workerexpectations,and differing employment practices and labor issues;fluctuations in foreign cu

160、rrency exchange and interest rates,particularly in Asia and Europe;andpolitical and economic instability,changes,hostilities and other disruptions in regions where we operate.Negative developments in any of these areas in one or more countries could result in a reduction in demand for ourproducts,th

161、e cancellation or delay of orders already placed,threats to our intellectual property,difficulty in collectingreceivables,and a higher cost of doing business,any of which could materially harm our business and profitability.In addition,approximately$1 billion of the proceeds from the recently comple

162、ted sale of the semiconductorautomation business is held outside the United States and our ability to repatriate any of the funds for use in the UnitedStates or elsewhere in our business may be limited,which could negatively impact our opportunities to deploy capital,including for our recently appro

163、ved share repurchase program.Our business could be materially harmed if we fail to adequately integrate the operations of the businesses that we haveacquired or may acquire.We have made in the past,and may make in the future,acquisitions or significant investments in businesses withcomplementary pro

164、ducts,services and/or technologies.Our acquisitions,present numerous risks,including:difficulties in integrating the operations,technologies,products and personnel of the acquired companies andrealizing the anticipated synergies of the combined businesses;defining and executing a comprehensive produ

165、ct strategy;managing the risks of entering markets or types of businesses in which we have limited or no direct experience;the potential loss of key employees,customers and strategic partners of ours or of acquired companies;unanticipated problems or latent liabilities,such as problems with the qual

166、ity of the installed base of the targetcompanys products or infringement of another companys intellectual property by a target companys activitiesor products;problems associated with compliance with the acquired companys existing contracts;difficulties in managing geographically dispersed operations

167、;andthe diversion of managements 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 followin

168、g an acquisition,we willbe required to evaluate goodwill and acquisition-related intangible assets for impairment.If such assets are found to beimpaired,they will be written down to estimated fair value,with a charge against earnings.The failure to adequatelyaddress these risks or the impairment of

169、any assets could materially harm our business and financial results.Table of Contents14Expanding within current markets introduces new competitors and commercial risks.A key part of our growth strategy is to continue expanding within the life sciences sample management and genomicservices markets.As

170、 part of this strategy,we expect to diversify our product sales and service revenue by leveraging ourcore technologies,which requires investments and resources which may not be available on favorable terms or at all whenneeded.We cannot guarantee that we will be successful in leveraging our capabili

171、ties into the life sciences samplemanagement and genomic services markets to meet all the needs of new customers and to compete favorably.Because asignificant portion of our growth potential may be dependent on our ability to increase sales within each of the LifeSciences Product and Life Sciences S

172、ervices segments,our inability to successfully expand within the markets serviced bythese segments 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 engineeri

173、ng,scientific and management personnel,together with our ability to attract and retain such personnel,is an important factor in our continuing ability to execute ourstrategy.There is substantial competition to attract such employees and the loss of any such key employees could have amaterial adverse

174、 effect on our business and operating results.The same could be true if we were to experience a highturnover rate among engineering and scientific personnel and we were unable to replace them.Our ability to attract andretain employees may be negatively impacted by employees reactions to our health a

175、nd safety policies related to COVID-19 vaccinations,masks,and/or flexibility to work remotely,particularly in the United States.Any failure to attract,recruit,train,retain,motivate and integrate qualified personnel could materially harm our operating results and growth prospects.Unexpected events co

176、uld disrupt our sample storage operations and adversely affect our reputation and results ofoperations.Unexpected events,including fires or explosions at our facilities,natural disasters,such as tornadoes,hurricanes andearthquakes,war or terrorist activities,unplanned power outages,supply disruption

177、s and failure of equipment or systems,could adversely affect our reputation and results of operations.Our Life Sciences Services customers rely on us to securelystore and timely retrieve and transport their critical samples,and these events could result in service disruptions,physicaldamage to one o

178、r more key storage facilities and the customer samples stored in those facilities,the temporary closure ofone or more key operating facilities or the temporary disruption of service,each of which could negatively impact ourreputation and results of operations.Our primary storage facility is located

179、in Indianapolis,Indiana,an area of the UnitedStates that can be prone to tornadoes and other severe weather events.If our facilities were to experience a significant disruption in operations,our business could be materially harmed,while the failure to estimate customer demand accurately could result

180、 in excess or obsolete inventory.We have a limited number of manufacturing facilities for our products and laboratories for our service offerings.If theoperations 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

181、 similar event,our business could be seriously harmed because we may be unable to manufactureand ship products and parts,or provide services,to our customers in a timely fashion.The impact of any disruption at oneof our facilities may be exacerbated if the disruption occurs at a time when we need to

182、 rapidly increase our capabilities tomeet increased demand or expedited shipment schedules.Moreover,if actual demand for our products or services is different than expected,we may purchase more/fewercomponent parts or other supplies than necessary or incur costs for canceling,postponing or expeditin

183、g delivery of suchparts or supplies.If we purchase inventory in anticipation of customer demand that does not materialize,or if ourcustomers reduce or delay orders,we may incur excess inventory charges.Any or all of these factors could materially andadversely affect our business,financial condition

184、and results of operations.Table of Contents15Our business relies on certain critical information systems and a failure or breach of such a system could harm ourbusiness and results of operations and,in the event of unauthorized access to a customers data or our data,incursignificant legal and financ

185、ial exposure and liabilities.We maintain and rely upon certain critical information systems for the effective operation of our business.Theseinformation systems include telecommunications,the internet,our corporate intranet,various computer hardware andsoftware applications,network communications an

186、d e-mail.These information systems may be owned and maintained byus,our outsource providers or third parties such as vendors and contractors.These information systems are subject toattacks,failures,and access denials from a number of potential sources including viruses,destructive or inadequate code

187、,power failures,and physical damage to computers,hard drives,communication lines and networking equipment.To theextent that these information systems are under our control,we have implemented security procedures,such as virusprotection software and emergency recovery processes,to mitigate the outlin

188、ed risks.However,security procedures forinformation systems cannot be guaranteed to be failsafe and our inability to use or access these information systems atcritical points in time,or unauthorized releases of confidential information,could unfavorably impact the timely andefficient operation of ou

189、r business.Confidential information stored on these information systems could also be compromised.If a third party gainsunauthorized access to our data,including any information regarding our customers,such security breach could expose usto a risk of loss of this information,loss of business,litigat

190、ion and possible liability.These security measures may bebreached as a result of third-party action,including intentional misconduct by computer hackers,employee error,malfeasance or otherwise.Additionally,third parties may fraudulently attempt to induce employees or customers intodisclosing sensiti

191、ve information such as user names,passwords or other information in order to gain access to ourcustomers data or our data,including our intellectual property and other confidential business information,or ourinformation technology systems.Because the techniques used to obtain unauthorized access,or

192、to sabotage systems,change frequently and generally are not recognized until launched against a target,we may be unable to anticipate thesetechniques or to implement adequate preventative measures.Any security breach could result in a loss of confidence by ourcustomers,damage our reputation,disrupt

193、our business,lead to legal liability and negatively impact our future sales.Our goodwill and intangible assets may become impaired.As of September 30,2022,we had$513.6 million of goodwill and$178.4 million in net intangible assets as a result ofour acquisitions.We periodically review our goodwill an

194、d the estimated useful lives of our identifiable intangible assets,taking into consideration any events or circumstances that might result in either a diminished fair value,or for intangibleassets,a revised useful life.These events and circumstances include significant changes in the business climat

195、e,legalfactors,operating performance indicators,advances in technology and competition.Any impairment or revised useful lifecould have a material and adverse effect on our financial position and results of operations and could harm the trading priceof our common stock.Changes in tax rates or tax reg

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

197、erous factors,including changes in the following:applicable tax laws;composition of pre-tax income in countries 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.Changes in applicable

198、tax laws could significantly impact the estimates of our tax assets and liabilities,as well as expectations of future effective tax rates.In addition,we are subject to regular examination by the U.S.Internal Revenue Service and state,local and foreign tax authorities.We regularly assess the likeliho

199、od 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 different from the treatment reflec

200、ted in our historical income tax provisions and accruals,which could materially and adversely affect our financial condition and results of operations.Table of Contents16International trade disputes could result in additional or increased tariffs,export controls or other trade restrictions thatmay h

201、ave a material impact on our business.We sell a significant number of products outside the United States,including in China and Japan.Based on thecomplex relationships among these countries and the United States,there is inherent risk that political,diplomatic andnational security influences might l

202、ead to trade disputes,impacts and/or disruptions.The United States and other countrieshave imposed and may continue to impose trade restrictions and have also levied tariffs and taxes on certain goods.Increases in tariffs,additional taxes or other trade restrictions and retaliatory measures may incr

203、easingly impact customerdemand and customer investment in manufacturing equipment,increase our manufacturing costs,decrease margins,reducethe competitiveness of our products,or inhibit our ability to sell products or purchase necessary equipment and supplies,which could have a material adverse effec

204、t on our business,results of operations,or financial condition.We are subject to numerous governmental regulations.We are subject to federal,state,local and foreign regulations,including environmental regulations,regulations relatingto the design and operation of our products and control systems and

205、 regulations relating to certain of our service offerings,including those described above under“Business-Environmental Matters and Governance Regulations”.We might incursignificant costs as we seek to ensure that our products meet safety and emissions standards,many of which vary across thestates an

206、d countries in which our products are used.In the past,we have invested significant resources to redesign ourproducts to comply with these directives.Compliance with future regulations,directives,and standards could require us tomodify or redesign some products,change our service offerings,make capi

207、tal expenditures,or incur substantial costs.If wedo not comply with current or future regulations,directives,and standards:we could be subject to fines;our production or shipments could be suspended;andwe could be prohibited from offering particular products or services in specified markets.Any of t

208、hese events could materially and adversely affect our business,financial condition and results of operations.Regulations and customer demands related to conflict minerals may adversely affect us.The Dodd-Frank Wall Street Reform and Consumer Protection Act imposes disclosure requirements regarding t

209、he usein components of our products of“conflict minerals”mined from the Democratic Republic of Congo and adjoiningcountries,whether the components of our products are manufactured by us or third parties.This requirement could affectthe pricing,sourcing and availability of minerals used in the manufa

210、cture of components we use in our products.Inaddition,there are additional costs associated with complying with the disclosure requirements and customer requests,suchas costs related to our due diligence to determine the source of any conflict minerals used in our products.We may facedifficulties in

211、 satisfying customers who may require that all of the components of our products are certified as conflictmineral free and/or free of numerous other hazardous materials.Our failure to protect our intellectual property could adversely affect our future operations.Our ability to compete is significant

212、ly affected by our ability to protect our intellectual property.We rely upon patents,trade secret laws,confidentiality procedures,copyrights,trademarks and licensing agreements to protect our technology.Existing trade secret,trademark and copyright laws offer only limited protection.Our success depe

213、nds in part on our abilityto obtain and enforce patent protection for our products both in the United States and in other countries.We own numerousU.S.and foreign patents,and we intend to file additional applications,as appropriate,for patents covering our products andtechnology.Any issued patents o

214、wned by or licensed to us may be challenged,invalidated or circumvented,and the rightsunder these patents may not provide us with competitive advantages.In addition,the laws of some countries in which ourproducts are or may be developed,manufactured,or sold may not fully protect our products.Due to

215、the rapid technologicalchange that characterizes the life sciences and related process equipment industries,we believe that the improvement ofexisting technology,reliance upon trade secrets,unpatented proprietary know-how and the development of new productsmay be as important as patent protection in

216、 establishing andTable of Contents17maintaining a competitive advantage.To protect trade secrets and know-how,it is our policy to require all technical andmanagement personnel to enter into nondisclosure agreements.We cannot guarantee that the steps we have taken to protect our intellectual property

217、 will be adequate to prevent themisappropriation of our technology.Other companies could independently develop similar or superior technology withoutviolating our intellectual property rights.In the future,it may be necessary to engage in litigation or like activities toenforce our intellectual prop

218、erty rights,to protect our trade secrets or to determine the validity and scope of proprietaryrights of others,including our customers.This could require us to incur significant expenses and to divert the efforts andattention of our management and technical personnel from our business operations.The

219、 expiration of our patents over time could lead to an increase of competition and a decline in our revenue.One of our main competitive strengths is our technology,and we are dependent on our patent rights and otherintellectual property rights to maintain our competitive position.Our current patents

220、will expire from time to time through2039 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 significan

221、t expense and prevent us from using our technology.There has been substantial litigation regarding patent and other intellectual property rights in the industries in whichwe do business.We have in the past been,and may in the future be,notified that we may be infringing intellectual propertyrights p

222、ossessed by third parties.We cannot guarantee that infringement claims by third parties or other claims forindemnification by customers or end-users of our products and services resulting from infringement claims will not beasserted in the future or that such assertions,whether or not proven to be t

223、rue,will not materially and adversely affect ourbusiness,financial condition and results of operations.We cannot predict the extent to which we might be required to seek licenses or alter our products or services so thatthey no longer infringe the rights of others.We also cannot guarantee that licen

224、ses will be available or the terms of anylicenses we may be required to obtain will be reasonable.Similarly,changing our products,services or processes to avoidinfringing the rights of others may be costly or impractical and could detract from the value of our products and services.Ifa judgment of i

225、nfringement were obtained against us,we could be required to pay substantial damages and a court couldissue an order preventing us from selling one or more of our products or offering certain of our services.Further,the costand diversion of management attention brought about by such litigation could

226、 be substantial,even if we were to prevail.Any of these events could result in significant expense to us and may materially harm our business and our prospects.Risks Related to Reliance on Third PartiesOur business could be materially harmed if one or more key suppliers fail to continuously deliver

227、key components ofacceptable cost and quality.We currently obtain many of our key components on an as-needed,purchase order basis from numerous suppliers.Insome cases,we have only a single source of supply for key components and materials used in the manufacturing of ourproducts.Further,a portion of

228、our supply is sourced from Asia,including China and we do not always have a previoushistory of dealing with these suppliers.Our inability to obtain components or materials in required quantities or ofacceptable cost and quality and with the necessary continuity of supply could result in delays or re

229、ductions in productshipments to our customers.In addition,if a supplier or sub-supplier suffers a production stoppage or delay for any reason,including natural disasters,this could result in a delay or reduction in our product shipments to our customers.Any of thesecontingencies could cause us to lo

230、se customers,result in delayed or lost revenue and otherwise materially harm ourbusiness.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 products andvarious

231、manufacturing processes,and we rely on third parties to supply us with these materials in a cost-effective andtimely manner.Our access to raw materials may be adversely affected if our suppliers operations were disrupted as aTable of Contents18result of limited or delayed access to key raw materials

232、 and natural resources which may result in increased cost of theseitems.Our outsource providers may fail to perform as we expect.Outsource providers have played and will continue to play a key role in many of our transactional and administrativefunctions,such as information technology and facilities

233、 management.Many of these outsourced service providers,including certain hosted software applications that we use for confidential data storage,employ cloud computingtechnology for such storage.These providers cloud computing systems may be susceptible to“cyber incidents,”such asintentional cyber-at

234、tacks aimed at theft of sensitive data or inadvertent cyber-security compromises,which are outside ofour control.Although we attempt to select reputable providers and secure their performance on terms documented inwritten contracts,it is possible that one or more of these providers could fail to per

235、form or adequately protect our data fromcyber-related security breaches as we expect and any such failure could have an adverse impact on our business.Risks Relating to Our CustomersCustomers generally do not make long term commitments to purchase our products and our customers may ceasepurchasing o

236、ur products at any time.Sales of our products are often made pursuant to individual purchase orders and not under long-term commitments andcontracts.Our customers frequently do not provide any assurance of minimum or future sales and are not prohibited frompurchasing products from our competitors at

237、 any time.Accordingly,we are exposed to competitive pricing pressures oneach order.We may face claims for liability related to damages of customer materials attributed to the failure of our products orservices,exposing us to significant financial or reputational harm.Our automated cold storage syste

238、ms for the life sciences sample management market are used in the handling,movement and storage of biological and chemical samples.We also provide sample storage services to customers where westore their biological and chemical samples or perform genomics services at our facilities.In any case,inacc

239、urate or faultytesting services or damage to our customers materials attributed to a failure of our products or services could lead toclaims for damages made by our customers and could also harm our relationship with our customers and damage ourreputation,resulting in material harm to our business.R

240、isks Relating to Owning Our SecuritiesOur stock price is volatile.The market price of our common stock has fluctuated widely.From the beginning of fiscal year 2021 through the endof fiscal year 2022,our stock price fluctuated between a high of$124.15 per share and a low of$42.86 per share.Consequent

241、ly,the current market price of our common stock may not be indicative of future market prices,and we may beunable to sustain or increase the value of an investment in our common stock.Factors affecting our stock price mayinclude:variations in operating results from quarter-to-quarter and year-to-yea

242、r;changes in earnings estimates by analysts or our failure to meet analysts expectations;changes in the market price per share of our public company customers;the timing and amount of any repurchases of our common stock under our recently approved share repurchaseprogram;market conditions in the lif

243、e sciences sample management and genomic services and other industries into whichwe sell products and services;Table of Contents19global economic conditions;political changes,hostilities,the COVID-19 pandemic or similar events,or natural disasters such as hurricanesand floods;low trading volume of o

244、ur common stock;andthe number of firms making a market in our common stock.In addition,the stock market has in the past experienced significant price and volume fluctuations.These fluctuationshave particularly affected the market prices of the securities of high technology companies like ours.These

245、marketfluctuations could adversely affect the market price of our common stock.Although we have initiated a share repurchase program,we cannot guarantee that our share repurchase program willlimit our ability to further develop our business or whether the share repurchase program will be fully imple

246、mented orthat it will enhance long-term stockholder value.On November 4,2022,our Board of Directors approved a new share repurchase program authorizing the repurchase ofup to$1.5 billion of our common stock,or the 2022 Repurchase Program.Repurchases under the 2022 RepurchaseProgram may be made in th

247、e open market or through privately negotiated transactions(including under an acceleratedshare repurchase,or ASR,agreement),or by other means,including through the use of trading plans intended to qualifyunder Rule 10b5-1 under the Securities Exchange Act of 1934,as amended,subject to market and bus

248、iness conditions,legal requirements,and other factors.We are not obligated to acquire any particular amount of common stock under the2022 Repurchase Program,and share repurchases may be commenced or suspended at any time at our discretion.Ourability to repurchase common stock under the 2022 Repurcha

249、se Program will depend upon,among other factors,our cashbalances and potential future capital requirements for strategic investments,whether organic or through acquisitions,ourresults of operations,our financial condition and other factors beyond our control that we may deem relevant to a decisionto

250、 repurchase common stock under the 2022 Repurchase Program.Repurchases pursuant to our share repurchase program could affect the price of our common stock and increase itsvolatility.The existence of our share repurchase program could also cause the price of our common stock to be higher thanit would

251、 be in the absence of such a program and could reduce the market liquidity for our common stock.Additionally,repurchases under our share repurchase program will diminish our cash reserves,which could impact our ability to furtherdevelop our business organically or through acquisitions or service any

252、 indebtedness we may incur in the future as a resultof the reduction of our cash balances from the 2022 Repurchase Program or otherwise.There can be no assurance that anyrepurchases will enhance shareholder value because the market price of our common stock may decline below the levels atwhich we re

253、purchased such shares.Any failure to repurchase shares after we have announced our intention to do so maynegatively impact our reputation and investor confidence in us and may negatively impact our stock price.Although ourshare repurchase program is intended to enhance long-term stockholder value,sh

254、ort-term price fluctuations could reducethe programs effectiveness.Our business and operations could be negatively affected by stockholder activism,which could impact the trading priceand volatility of our common stock and may constrain capital deployment opportunities and adversely impact our abili

255、tyto expand our business.Our business and operations could be negatively affected if we become subject to any securities litigation or stockholderactivism,which could cause us to incur significant expenses,hinder the execution of our business and growth strategy,constrain our capital deployment oppo

256、rtunities,and impact the price of our common stock.Stockholder activism,which could take many forms or arise in a variety of situations,has been increasing recently.Volatility in the price of our common stock,our cash balance or other reasons may cause us to become the target ofsecurities litigation

257、 or stockholder activism.Securities litigation and stockholder activism,including potential proxycontests,could result in substantial costs and divert managements and our Board of Directors attention and resourcesfrom our business.Additionally,such securities litigation and stockholder activism coul

258、d give rise to perceiveduncertainties as to our future,adversely affect our relationships with service providers and make it more difficult toTable of Contents20attract and retain qualified personnel.Also,we may be required to incur significant legal fees and other expenses related toany securities

259、litigation and activist stockholder matters.Further,the price of our common stock could be subject tosignificant fluctuation or otherwise be adversely affected by the events,risks and uncertainties of any securities litigationand stockholder activism.If we become the focus of stockholder activism fo

260、r any other reasons,we may be constrained inour capital deployment opportunities and may be limited in the types of investments that are available to us.Provisions in our charter documents and Delaware law may delay or prevent an acquisition of us,which could decreasethe value of your shares.Our res

261、tated certificate of incorporation and by-laws and Delaware law contain provisions that could make it harderfor a third party to acquire us without the consent of our Board of Directors.These provisions include limitations onactions by our stockholders by written consent,the inability of stockholder

262、s to call special meetings and the potential forsuper majority votes of our stockholders in certain circumstances.In addition,as discussed below,our Board of Directorshas the right to issue preferred stock without stockholder approval,which could be used to dilute the stock ownership of apotential h

263、ostile acquirer.Our restated certificate of incorporation makes us subject to the anti-takeover provisions of Section 203 of theDelaware General Corporation Law.In general,Section 203 prohibits publicly held Delaware corporations to which itapplies from engaging in a“business combination”with an“int

264、erested stockholder”for a period of three years after thedate of the transaction in which the person became an interested stockholder,unless the business combination is approvedin a prescribed manner.This provision could discourage others from bidding for our shares of common stock and could,asa res

265、ult,reduce the likelihood of an increase in the price of our common stock that would otherwise occur if a biddersought to buy our common stock.Although we believe these provisions provide for an opportunity to receive a higher bid by requiring potentialacquirers to negotiate with our Board of Direct

266、ors,these provisions apply even if the offer may be considered beneficial bystockholders.If a change of control or change in management is delayed or prevented,the market price of our commonstock could decline.Our restated certificate of incorporation authorizes the issuance of shares of blank check

267、 preferred stock.Our restated certificate of incorporation provides that our Board of Directors is authorized to issue from time to time,without further stockholder approval,up to 1,000,000 shares of preferred stock in one or more series and to fix anddesignate the rights,preferences,privileges and

268、restrictions of the preferred stock,including dividend rights,conversionrights,voting rights,redemption rights and terms of redemption and liquidation preferences.Such shares of preferred stockcould have preferences over our common stock with respect to dividends and liquidation rights.Our issuance

269、of preferredstock may have the effect of delaying or preventing a change in control.Our issuance of preferred stock could decrease theamount of earnings and assets available for distribution to the holders of common stock or could adversely affect the rightsand powers,including voting rights,of the

270、holders of common stock.The issuance of preferred stock could have the effectof decreasing the market price of our common stock.Item 1B.Unresolved Staff CommentsNone.Table of Contents21Item 2.PropertiesOur corporate headquarters are currently located in Chelmsford,Massachusetts.We maintained the fol

271、lowing principalfacilities as of September 30,2022:Square Footage Ownership Status/LeaseLocationFunctions(Approx.)ExpirationSuzhou,ChinaLaboratory&office 240,000OwnedIndianapolis,Indiana Sample storage,sales&support 116,700 September 2038South Plainfield,New JerseyLaboratory&office 73,300January 203

272、0Plainfield,IndianaManufacturing,R&D and sales&support 67,900August 2032Springfield,IllinoisManufacturing,R&D and sales&support 65,100May 2026Burlington,MassachusettsFuture corporate headquarters 42,000October 2025Chelmsford,Massachusetts Corporate headquarters,training,R&D andsales&support 26,200 J

273、anuary 2024Our Chelmsford,Massachusetts facility was included in the sale of our semiconductor automation business and uponthe completion of the sale,we leased space in this facility as we transition to a new corporate headquarters in Burlington,Massachusetts.In addition to the principal facilities

274、listed above,we maintain additional laboratories,biorepositories,and sales andsupport offices in Canada,Europe,Asia,and throughout the United States.Item 3.Legal ProceedingsWe are subject to various legal proceedings,both asserted and unasserted,that arise in the ordinary course of business.We canno

275、t predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges ofpotential losses.However,as of the date of this Form 10-K,we believe that none of these claims will have a materialadverse effect on our consolidated financial condition or results of operati

276、ons.In the event of unexpected subsequentdevelopments and given the inherent unpredictability of these legal proceedings,there can be no assurance that ourassessment of any claim will reflect the ultimate outcome and an adverse outcome in certain matters could,from time-to-time,have a material adver

277、se effect on our consolidated financial condition or results of operations in particular quarterlyor annual periods.Item 4.Mine Safety DisclosuresNot applicable.Table of Contents22PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecuritiesO

278、ur common stock is traded on the Nasdaq Stock Market LLC,or Nasdaq under the symbol“AZTA.”Number of HoldersAs of November 14,2022,there were 492 holders of record of our common stock.Dividend PolicyDividends are declared at the discretion of our Board of Directors and depend on actual cash flow from

279、 operations,ourfinancial condition,capital requirements and any other factors our Board of Directors may consider relevant.Futuredividend declarations,as well as the record and payment dates for such dividends,will be determined by our Board ofDirectors on a quarterly basis.Since the completion of t

280、he sale of the semiconductor automation business on February 1,2022,we have not paid aquarterly dividend and do not have plans to pay any dividends at this time.Comparative Stock PerformanceThe following graph compares the cumulative total shareholder return(assuming reinvestment of dividends)fromin

281、vesting$100 on September 30,2017,and plotted at the last trading day of each of the fiscal years ended September 30,2018,2019,2020,2021 and 2022,in each of(i)our Common Stock;(ii)the Nasdaq/NYSE American/NYSE Index ofcompanies;and(iii)a peer group for the fiscal year ended September 30,2022.The 2022

282、 peer Group for the year ended September 30,2022 is comprised of Angiodynamics Inc,Caredx Inc,CertaraInc,Haemonetics Corp,Icu Medical Inc,Integra Lifesciences Holdings Corp,Maravai Lifesciences Holdings Inc,Medpace Holdings Inc,Neogenomics Inc,Nuvasive Inc,Orasure Technologies Inc,Repligen Corp,Sote

283、ra Health Co,andVarex Imaging Corp.The peer group for 2022 was updated to remove semiconductor automation companies,as we nolonger serve that market following the sale of the semiconductor automation business on February 1,2022.The 2021 peer Group for the year ended September 30,2022 is comprised of

284、 Advanced Energy Industries Inc,AxcelisTechnologies Inc,Bio Rad Laboratories Inc,Bruker Corp,Coherent Corp,Entegris Inc,Formfactor Inc,HaemoneticsCorp,Mks Instruments Inc,Novanta Inc,Onto Innovation Inc,Ultra Clean Holdings Inc,Varex Imaging Corp,and VeecoInstruments Inc.Table of Contents23The stock

285、 price performance on the graph below is not necessarily indicative of future price performance.9/30/2017 9/30/2018 9/30/2019 9/30/2020 9/30/2021 9/30/2022Azenta,Inc.$100.00$116.96$125.14$157.85$350.95$147.10Nasdaq/NYSE American/NYSE 100.00 104.37 94.39 89.29 110.75 84.982021 Peer Group 100.00 113.9

286、7 131.79 157.47 243.29 164.142022 Peer Group 100.00 149.60 142.24 157.37 232.57 129.51The information included under the heading“Comparative Stock Performance”in Item 5 of Form 10-K shall not bedeemed to be“soliciting material”or subject to Regulation 14A,shall not be deemed“filed”for purposes of Se

287、ction 18 ofthe Securities Exchange Act of 1934,as amended,or the Exchange Act,or otherwise subject to the liabilities of thatsection,nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,as amended,orunder the Exchange Act.Issuers Purchases of Equity Securit

288、iesOn September 29,2015,our Board of Directors approved a share repurchase program for up to$50 million of ourcommon stock,or the 2015 Repurchase Program.On November 4,2022,our Board of Directors terminated the 2015Repurchase Program and approved a new share repurchase program authorizing the repurc

289、hase of up to$1.5 billion of ourcommon stock,or the 2022 Repurchase Program.Repurchases under the 2022 Repurchase Program may be made in theopen market or through privately negotiated transactions(including under an accelerated share repurchase,or ASR,agreement),or by other means,including through t

290、he use of trading plans intended to qualify under Rule 10b5-1 under theSecurities Exchange Act of 1934,as amended,subject to market and business conditions,legal requirements,andTable of Contents24other factors.We are not obligated to acquire any particular amount of common stock under the 2022 Repu

291、rchase Program,and share repurchases may be commenced or suspended at any time at our discretion.As part of the 2022 RepurchaseProgram,we expect to enter into an ASR agreement for the repurchase of up to$500 million of our common stock.Therewere no repurchases of our common stock during the fiscal y

292、ear ended September 30,2022 and no such repurchasesthereafter under the 2015 Repurchase Program.Item 6.ReservedItem 7.Managements Discussion and Analysis of Financial Condition and Results of OperationsThis Managements Discussion and Analysis of Financial Condition and Results of Operations,or MD&A,

293、describesprincipal factors affecting the results of our operations,financial condition and liquidity,as well as our critical accountingpolicies and estimates that require significant judgment and thus have the most significant potential impact on ourConsolidated Financial Statements included elsewhe

294、re in this Form 10-K.Our MD&A is organized as follows:Overview.This section provides a general description of our business and operating segments,recentdevelopments,as well as a brief discussion and overall analysis of our business and financial performance,including key developments affecting us du

295、ring fiscal years ended September 30,2022 and 2021.Critical Accounting Policies and Estimates.This section discusses accounting policies and estimates that requireus to exercise subjective or complex judgments in their application.We believe these accounting policies andestimates are important to un

296、derstanding the assumptions and judgments incorporated in our reported financialresults.Results of Operations.This section provides an analysis of our financial results for the fiscal year endedSeptember 30,2022 compared to the fiscal year ended September 30,2021.Liquidity and Capital Resources.This

297、 section provides an analysis of our liquidity and changes in cash flows,aswell as a discussion of contractual commitments.You should read the MD&A in conjunction with our Consolidated Financial Statements and related notes in this Form10-K.In addition to historical information,the MD&A contains for

298、ward-looking statements that involve risks anduncertainties.You should read“Information Related to Forward-Looking Statements”and Item 1A,“Risk Factors included above in this Form 10-K for a discussion of important factors that could cause our actual results to differ materially from our expectation

299、s.Impact of the COVID-19 PandemicWe have implemented business continuity plans designed to address the COVID-19 pandemic and minimize thedisruption to ongoing operations.Since the beginning of the COVID-19 pandemic in March 2020,however,our businesshas been impacted at various times by reduced deman

300、d for services from customers experiencing lockdowns andquarantines,travel restrictions impacting our ability to service our products,supply chain constraints,increasedcompetition for talent,and governmental mandates at times constraining our employees ability to work at our facilities.During the th

301、ird quarter ended June 30,2022,we experienced a two-week facility closure in Suzhou,China as a result oflocal government protocols and mandates.As we expect the pandemic to continue to evolve,we will continue monitoringand assessing the effects of the COVID-19 pandemic on our business.However,we can

302、not at this time accurately predictwhat effects these conditions will ultimately have on our operations due to uncertainties relating to variants of the virus,vaccine effectiveness against the variants,the duration of any future outbreak and the pandemic itself,and the length of thetravel restrictio

303、ns and business closures imposed by the governments of impacted countries.Our financial results will alsodepend on variables including reduced demand from our customers,the degree that the supply chain may be constrainedwhich could impact our delivery of products and services and the potential negat

304、ive impact on our operations if there is anoutbreak among our employees,as well as the amount of incremental demand caused by research and treatments in theareas of COVID-19 or related threats.Table of Contents25OVERVIEWGeneralWe are a leading global provider of life science sample exploration and m

305、anagement solutions for the life sciencesmarket.We entered the life sciences market in 2011,leveraging our in-house capabilities of precision automation andcryogenics that we applied significantly in the semiconductor market,to provide solutions for automated ultra coldstorage.Since then,we have exp

306、anded our offerings both organically and through a series of acquisitions.We now supportour customers from research to clinical development with our sample management,automated storage,and genomicservices expertise to help our customers bring impactful therapies to market faster.We understand the im

307、portance ofsample integrity and offer a broad portfolio of products and services supporting customers at every stage of the life cycle ofsamples including procurement and sourcing,automated storage systems,genomic services and a multitude of sampleconsumables,informatics and data software,and sample

308、 repository solutions.Our expertise,global footprint and leadershipposition enables us to be a trusted partner to pharmaceutical,biotechnology,and life sciences research institutions globally.In total,we employed approximately 3,200 full-time employees,part-time employees and contingent workers worl

309、dwide asof September 30,2022 and have sales in approximately 100 countries.We are headquartered in Chelmsford,Massachusettsand have operations in North America,Asia,and Europe.Our portfolio includes products and services offerings developed by us internally as well as many offerings we haveadded thr

310、ough multiple acquisitions designed to bring together a comprehensive capability to service our customers needsin the sample-based services arena.We continue to develop new products and services offerings and enhance existing andacquired offerings through the expertise of our research and developmen

311、t resources.We believe our approach ofacquisition,investment,and integration has allowed us to accelerate our internal development and significantly accelerateour time to market.Within our Life Sciences Products segment,we have developed and continue to develop automated biological samplestorage sol

312、utions for operating in low temperature environments.We have a complete line up of automated stores fromambient temperatures to-190C.Our BioStores unique design allows controlled temperature storage down to-80Cwith the industrys highest throughput of sample retrieval.Within our Life Sciences Service

313、s segment,our genomics services business advances research and developmentactivities by gene sequencing,synthesis,editing and related services.We offer a comprehensive,global portfolio that webelieve has both broad appeal in the life sciences industry and enables customers to select the best solutio

314、n for theirresearch challenges.This portfolio also offers unique solutions for key markets such as cell and gene therapy,antibodydevelopment,and biomarker discovery by addressing genomic complexity and throughput challenges.Our samplerepository solutions business is a global leader in sample storage

315、 and management,and provides a full suite of reliable coldand ultra-cold chain solutions.Sale of the Semiconductor Automation Business In the fourth quarter of fiscal year 2021,we entered into a definitive agreement to sell our semiconductor automation business to Thomas H.Lee,Partners,L.P.,or THL,a

316、nd completed the sale on February 1,2022,for$2.9 billion in cash.In connection with the planned divestiture of the semiconductor automation business and our continued focus on our life sciences businesses,we changed our corporate name from“Brooks Automation,Inc.”to“Azenta,Inc.”and our common stock s

317、tarted to trade on the Nasdaq Global Select Market under the symbol“AZTA”on December 1,2021.Since our founding in 1978,we had been a leading automation provider and partner to the global semiconductormanufacturing industry.With the completion of the sale of the semiconductor automation business,we n

318、o longer serve thesemiconductor market.The semiconductor automation business has been classified as a discontinued operation and,unlessotherwise noted,this MD&A relates solely to our continuing operations and does not include the operations of oursemiconductor automation business.SegmentsOur busines

319、s is comprised of two reportable segments,our Life Sciences Products segment and our Life SciencesServices segment.For further information on our reportable and operating segments,please refer to Note 18,“SegmentTable of Contents26and Geographic Information”to our Consolidated Financial Statements i

320、ncluded under Item 8,“Financial Statements andSupplementary Data”of this Form 10-K.Our Life Sciences Products business is a leading provider of automated cold storage solutions for biological andchemical compound samples.Our storage systems provide reliable automation and sample inventory management

321、 attemperatures down to-190C and can store anywhere from one to millions of samples.Our sample management solutionsinclude consumable vials and tubes,PCR plates,instruments for supporting workflows,and informatics.This portfolioprovides customers with the highest level of sample quality,security,ava

322、ilability,intelligence and integrity throughout thelifecycle of samples providing customers with complete end-to-end“cold-chain of custody”capabilities.On July 1,2022,we acquired Barkey Holding GmbH and its subsidiaries,or Barkey,a leading provider of controlled rate thawing devicesfor customers in

323、the medical,biotech and pharmaceutical industries,headquartered in Leopoldshhe,Germany.Our Life Sciences Services business is a leading provider of solutions addressing the many needs of customers in the area of genomic analysis and the management and care of biological samples used in pharmaceutica

324、l,biotech,healthcare,clinical,and academic research and development markets.We process millions of samples every year,each containing valuable information that must be preserved with the sample.Our genomic services provide a broad capability to customers for sequencing and synthesis of genes.Our sam

325、ple management services include off-site storage services,transport services,laboratory services,and interactive informatics solutions.We also provide expert-level consultation services to our clients throughout their experimental design and implementation.Our services also include short-and long-te

326、rm sample storage and management of the“cold chain of custody”from collection,to storage,to retrieving the sample which ultimately may go back into the research workflow.Acquisition completed after fiscal year endOn October 3,2022,we acquired B Medical Systems S.r.l and its subsidiaries,or B Medical

327、,a market leader intemperature-controlled storage and transportation solutions that enables the delivery of life-saving treatments to more than150 countries worldwide.This acquisition complements our cold chain capabilities,adding differentiated solutions forreliable and traceable transport of tempe

328、rature-sensitive specimens.Table of Contents27Business and Financial PerformanceOur performance for the twelve months ended September 30,2022,2021 and 2020 are as follows:Year Ended September 30,Dollars in thousands202220212020Revenue$555,498$513,703$388,537Cost of revenue 299,914 269,894 216,389Gro

329、ss profit 255,584 243,809 172,148Operating expensesResearch and development 27,542 22,412 17,818Selling,general and administrative 252,065 252,101 190,256Restructuring charges 712 385 674Total operating expenses 280,319 274,898 208,748Operating loss (24,735)(31,089)(36,600)Interest income 20,286 632

330、 849Interest expense (4,589)(2,037)(2,944)Loss on extinguishment of debt(632)Other expense,net (266)(16,475)(1,597)Loss before income taxes (9,936)(48,969)(40,292)Income tax provision(benefit)1,350 (20,100)(13,930)Loss from continuing operations$(11,286)$(28,869)$(26,362)Income from discontinued ope

331、rations,net of tax 2,144,145 139,616 91,215Net income$2,132,859$110,747$64,853Results of OperationsFiscal Year Ended September 30,2022 Compared to Fiscal Year Ended September 30,2021Revenue increased 8%for the fiscal year 2022 as compared to the prior fiscal year driven by revenue growth in ourLife

332、Sciences Services segment of 13%.Gross margin was 46%for fiscal year 2022 compared to 47.5%for fiscal year2021.Operating expenses in fiscal year 2022 increased by$5.4 million compared to the prior fiscal year due to increases inboth research and development expenses and selling,general and administr

333、ative expenses.We reported an operating loss of$24.7 million for fiscal year 2022 compared to an operating loss of$31.1 million for fiscal year 2021,primarily due to theretirement of tradenames related to the rebranding of the Life Sciences business of$13.4 million and a charge related toliabilities for import tariffs related to imports in prior fiscal years that took place in the fourth quarter o