Azenta, Inc. (formerly Brooks Automation, Inc.) — Fiscal 2018 Form 10-K
Reporting period: Fiscal year ended September 30, 2018, with fourth-quarter information included. The filing was dated November 29, 2018 and was filed under the company’s then-current name, Brooks Automation, Inc. The company operated in semiconductor automation and life sciences sample management, with approximately 1,548 full-time employees and sales in more than 50 countries.
Business Context and Reporting Period
The company reported two continuing operating segments: Brooks Semiconductor Solutions Group and Brooks Life Sciences. Semiconductor solutions represented approximately 69% of continuing revenue, while Life Sciences represented approximately 31%. The semiconductor cryogenics business was classified as discontinued operations following an agreement to sell it to Edwards Vacuum LLC, a member of the Atlas Copco Group.
- Semiconductor Solutions revenue: $435.0 million, up 15% from $378.8 million.
- Life Sciences revenue: $196.5 million, up 32% from $148.7 million, including 14% organic growth.
- Fourth-quarter revenue was $159.6 million, compared with $134.6 million in the fourth quarter of fiscal 2017.
Financial Performance and Liquidity
| Metric | FY 2018 | FY 2017 | Change |
|---|---|---|---|
| Revenue | $631.6 million | $527.5 million | Up 20% |
| Gross profit | $246.1 million | $198.9 million | Up $47.2 million |
| Gross margin | 39.0% | 37.7% | Up 130 basis points |
| Operating income | $31.4 million | $14.3 million | Up $17.1 million |
| Income from continuing operations | $67.7 million | $10.7 million | Up $57.0 million |
| Net income attributable to Brooks Automation | $116.6 million | $62.6 million | Up $54.0 million |
| Diluted EPS | $1.64 | $0.89 | Up $0.75 |
| Cash flow from operations | $74.0 million | $96.2 million | Down $22.3 million |
| Cash, cash equivalents and marketable securities | $251.2 million | $104.3 million | Up $146.9 million |
Operating income benefited from revenue growth, improved product mix and operating leverage. The reported continuing-operations tax benefit of $47.3 million was substantially driven by a $77.2 million partial reversal of the U.S. deferred-tax-asset valuation allowance, making the increase in net income materially tax-driven.
- Research and development expense increased to $46.9 million from $39.9 million.
- Selling, general and administrative expense increased to $167.0 million from $141.5 million.
- Restructuring charges declined to $0.7 million from $3.1 million.
- Capital expenditures were $12.8 million, compared with $12.7 million.
- Acquisition spending was $85.8 million, compared with $44.8 million.
- Dividends paid were $28.3 million, or $0.40 per share for the year.
Debt and Liquidity
- The company had $198.5 million of principal outstanding under a senior secured term loan at September 30, 2018, with a carrying value of $196.1 million after financing costs.
- The term loan matured in October 2024, carried a variable interest rate, and had a fiscal 2018 weighted-average stated rate of 4.4%.
- Interest expense increased to $9.5 million from $0.4 million, primarily because of the term loan.
- A revolving credit facility provided up to $75.0 million, subject to borrowing-base availability; approximately $47.5 million was available and no amount was drawn at year-end.
- Working capital, excluding cash and marketable securities, was $98.7 million, compared with $50.7 million.
Material Changes Versus the Prior Comparable Period
- Continuing revenue increased 20%, with growth in both segments and particularly strong Life Sciences performance.
- Gross margin improved to 39.0% from 37.7%; Semiconductor Solutions margin increased to 40.0%, while Life Sciences margin was essentially flat at 36.7%.
- Operating income more than doubled, although higher operating expenses and acquisition-related amortization limited conversion of revenue growth into operating profit.
- Operating cash flow declined despite higher earnings, primarily because accounts receivable and inventory increased to support growth.
- Cash and investments increased primarily from $197.6 million of term-loan proceeds, partly offset by acquisitions, dividends and capital expenditures.
- Goodwill increased to $255.9 million from $207.2 million and net intangible assets increased to $100.0 million from $83.5 million, reflecting acquisitions.
- Backlog increased to approximately $124 million from $86 million in Semiconductor Solutions and to $273 million from $250 million in Life Sciences.
Discontinued Operations, Acquisitions and Outlook
The company agreed to sell its semiconductor cryogenics business for approximately $675.0 million in cash, subject to customary adjustments, regulatory approvals and other closing conditions. The business generated $196.1 million of revenue and $48.7 million of net income in fiscal 2018. Its results were reclassified as discontinued operations for all periods presented.
Fiscal 2018 acquisitions included Tec-Sem Group AG, 4titude Limited and BioSpeciMan Corporation. The company also entered into an agreement to acquire GENEWIZ for $450.0 million; the acquisition closed on November 15, 2018, after year-end. The transaction was partly financed with an incremental term loan that increased outstanding principal to $546.0 million.
Management expected continued growth in Life Sciences through organic investment and acquisitions, while acknowledging that Semiconductor Solutions remained exposed to cyclical semiconductor capital-equipment demand. The company stated that it had adequate resources for working capital, debt service and capital expenditures for the next twelve months, but noted that longer-term liquidity needs were difficult to predict.
The company adopted the new revenue-recognition standard, ASC 606, on October 1, 2018 using the modified retrospective method. It expected a cumulative retained-earnings adjustment not exceeding $3 million, reflecting acceleration of certain semiconductor revenue and deferral of certain Life Sciences revenue and commissions.
Key Risks, Contingencies and Unusual Items
- Semiconductor demand is cyclical, creating potential volatility in revenue, margins, inventory and operating income.
- The pending cryogenics divestiture was subject to regulatory approvals, including CFIUS approval, and could be delayed or fail to close.
- The company faced integration, execution and goodwill or intangible-asset impairment risks from its acquisition strategy.
- Variable-rate debt exposed the company to higher interest expense; a hypothetical 100-basis-point rate increase would have increased fiscal 2018 interest expense by approximately $2.0 million.
- Foreign-exchange exposure was material: approximately 63% of revenue was generated outside North America, and a hypothetical 10% currency movement could have changed fiscal 2018 net income by approximately $4.9 million.
- Top-ten customers represented approximately 34% of consolidated revenue, although no individual customer exceeded 10%.
- Customer sample-storage operations were exposed to facility failures, severe weather, power outages, equipment failures, supply disruptions and data-security incidents.
- The company had $85.4 million of non-cancelable inventory purchase commitments, $2.2 million of letters of credit and $3.2 million of net unrecognized tax benefits and related interest.
- The company reported no material unresolved legal proceedings, no off-balance-sheet arrangements and effective disclosure and internal controls. The auditor also reported an unqualified opinion.
Facts Investors Should Verify
- Completion and final cash proceeds of the approximately $675.0 million cryogenics divestiture, including working-capital and other purchase-price adjustments.
- Post-closing financial contribution, integration progress and leverage impact from the GENEWIZ acquisition.
- Actual debt balance, interest rate and covenant compliance after the GENEWIZ-related incremental borrowing.
- Whether Life Sciences growth and Semiconductor Solutions backlog convert into sustainable revenue and margin improvement.
- The actual ASC 606 adoption adjustment and its effect on revenue, deferred revenue, contract assets and retained earnings.
- The sustainability of fiscal 2018 earnings excluding the $77.2 million deferred-tax valuation-allowance benefit and other acquisition-related or unusual items.
- Exposure to semiconductor-cycle weakness, customer concentration, foreign exchange, tariffs, supply constraints and potential goodwill impairment.