Greetings and welcome to the Brooks Automation Q2 2021 Financial Results. During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question-and-answer session. As a reminder, this conference is being recorded, Monday, May 10, 2021. I would now turn the conference over to Sara Silverman, Director of Investor Relations. Please go ahead.

Thank you, operator. And good afternoon to everyone on the line today. We would like to welcome you to our earnings conference call for the second quarter of fiscal year 2021. Earlier this afternoon, we also issued a press release describing plans for separating our company into two independent publicly traded companies – one for our semiconductor business and one for our Life Sciences business. We will use this call to also address this important announcement. Both press releases were issued after the close of the market today and are available on our Investor Relations website located at brooks.investorroom.com, in addition to the supplementary PowerPoint slides that will be used during the prepared remarks today. I would like to remind everyone that, during the course of the call, we will be making a number of forward-looking statements within the meaning of the Private Litigation Securities Act of 1995. There are many factors that may cause such actual financial results or other events to differ from those identified in such forward-looking statements. I would refer you to the section of our earnings release, titled Safe Harbor statement, the Safe Harbor slide on the aforementioned PowerPoint presentation on our website and our various filings with the SEC, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We make no obligation to update these statements should future financial data or events occur that differ from the forward-looking statements presented today. We may refer to a number of non-GAAP financial measures, which are used in addition to, and in conjunction with, results presented in accordance with GAAP. We believe the non-GAAP measures provide an additional way of viewing aspects of our operations and performance, but when considered with GAAP financial results and the reconciliation of GAAP measures, they provide an even more complete understanding of the Brooks business. Non-GAAP measures should not be relied upon to the exclusion of GAAP measures themselves. On the call with me today is our President and Chief Executive Officer, Steve Schwartz, and Executive Vice President and Chief Financial Officer, Lindon Robertson. We will open the call with remarks from Steve on the announced separation and on highlights of the first quarter. Then Lindon will provide a more detailed look into our financial results and our outlook for the third fiscal quarter of 2021. We will then take your questions at the end of the prepared remarks. With that, I would like to turn our call over to our CEO, Steve Schwartz.

Thank you, Sara. And good afternoon, everyone. I ask you to please refer to slide 3 of our presentation materials as I begin my remarks. This is a big day for Brooks and for our shareholders. We just announced perhaps the most meaningful strategic action since our decision to step into the life sciences market almost a decade ago by declaring our intention to separate the Semiconductor and Life Sciences businesses into two independent publicly traded companies, a move that we believe will allow each of the businesses to flourish independently and pursue even more growth and profitability. Additionally, and I hope not completely overshadowed by this news, we'll use some of our time to report to you on the highlights from an outstanding second fiscal quarter, results that continue the momentum of our performance over the past several years and a reinforcement that this separation is the right strategic move, and that now is an appropriate time for such a structural change. I call your attention to slide 4. As most of you are aware in 2011, when we were a pure play semiconductor capital equipment company, we made a strategic decision to utilize our core automation and cryogenic technologies to address customer needs in the life sciences market, thereby growing a new business. Over the years, we made several acquisitions and significant investments in new product development to capitalize on a life sciences market need for critical sample management. We started by solving the challenges of automation in cryogenic environments and then we engineered systems and consumables products to ensure the fidelity of critical biological samples throughout the entire cold chain condition. Ultimately, we added capability for interrogation of the samples with high quality genomic measurement solutions to complete the full sample to answer workflow. With our focused portfolio, we positioned ourselves as a critical link in the life sciences drug discovery market, as a provider of a unique value proposition that solves real customer needs. And though we've experienced much success growing a sizable, profitable business, we're still in the earliest days of this growth opportunity. As you've heard from us over the years, we're investing and innovating to remain in front of this tremendous opportunity. Over the same period when we were developing our Life Sciences business, we simultaneously recrafted our semiconductor portfolio through strategic acquisitions and divestitures. And we targeted substantial organic investments in technology and product development to create a one-of-a-kind automation franchise that's established leadership positions in secular growth markets. With the acquisition of Precise Automation, which we completed on April 29, we added yet another secular growth vector, and laid the foundation for our expertise in semiconductor automation to enable us to add value in new markets that are in great need of highly sophisticated precision automation capabilities. The combination of our vacuum automation and contamination control solutions has consistently outgrown the semiconductor wafer fabrication equipment market by a substantial margin. And we're positioned to continue this outperformance in support of the next generations of semiconductor device technology currently in development. The result of this work is that today we have two cash-generating businesses of scale and profitability. And while in the early days, Life Sciences borrowed heavily from the Semiconductor technical team for support. Of late, each business is now self-reliant on its own capabilities and we're running semi and life sciences as two independent business units. Which takes us to slide 5. Although many of the market dynamics of these two businesses are quite similar, that is both strong growth markets in need of demanding scientific and technology applications that we serve with our unique market leading portfolios of offerings, there are differences in the markets themselves. The customer requirements and go-to-market strategies to best serve each of these markets, and each of these businesses has its own set of growth opportunities that will best be captured from the singular focus of management and funded by their own capital structure. We're energized by the opportunity to unleash each of these businesses as independent companies, and allow them to pursue significant growth vectors that we believe have the potential to drive meaningful shareholder value, faster than what we'd be able to accomplish in our current construct. With the speed of the changes in each of these markets, adaptability will be a key weapon for each business. So, we're at a point where we are ready to offer two companies, both with sufficient scale to stand alone, both profitable and cash-generating, each with significant market opportunity for the foreseeable future, and each with its own balance sheet to be able to unleash their power. On slide 6, we present a simplified view of these two companies as you already know them. Each is fully staffed to continue to grow at least as fast as they have. From the start, each will have sufficient capacity to pursue M&A and the cash flow to invest organically in pursuit of their potential. Lindon and I will remain with the Life Sciences business on a go-forward basis, and the Brooks Automation company will be headed by David Jarzynka as CEO. Dave has more than 25 years of semiconductor industry experience and is a 16-year veteran of Brooks. He's currently the president of the Brooks Semiconductor Solutions Group, and he's assembled a strong team of experienced and innovative functional leaders. Dave is the ideal leader for this company. The Brooks CFO will be Dave Pietrantoni, another longtime Brooks executive who's held numerous finance and operations positions at Brooks and who currently serves as the corporate controller and principal accounting officer. Many of you know Dave Pietrantoni as, over the years, he's represented Brooks at several investor conferences. The two Daves have worked together for 15 years, they've been instrumental in the success of the Semiconductor business, and they're a team ready to take the reins of the automation company. We're still planning the details around many of the aspects of the two companies, but most of the personnel planning is complete. In terms of capital structure, we will assure that, at the time of launch, each company will be able to make acquisitions and fully fund their growth. Moving to slide 7, in Life Sciences, we hold a complete portfolio of sample management capabilities that offer customers a single source for sample management needs that extends from sourcing through genomic analysis, including the long-term storage and handling of the samples. In many cases, across different geographies, and often entrusted to us for years or decades at a time. We're rapidly establishing our position on what we view as a market opportunity of around $10 billion and our offering and capabilities give us confidence that we're positioned to demonstrate more high growth over the foreseeable future. Most importantly, on slide 8, we give a preview of the next growth vectors that we aim to capture, as these opportunities can only germinate from the sample-based foundation that we possess. From our current fundamental starting point, which is fueling our strong organic growth to date, our genomics and molecular biology skills give us a path to the enhancement of novel modalities as genomics is at the core of cell and gene therapy, mRNA and viral vector-based solutions. As a standalone company, we can more easily and clearly chart a path to additional capabilities in support of these high-growth, high-value trajectories. Additionally, we plan to expand the value of repository collections and leverage these capabilities across broad customer interest cohorts from sample sourcing through data analysis. This growth vector is a continuation of current value-added services, but with more emphasis on data from a broader set of samples. We have a similar opportunity in the Semiconductor business, which is segmented on slide nine. We have a lineup of first-class products that have served the semiconductor equipment market for more than 40 years. We've invested and invented our way into number one positions in multiple process applications across all manner of semiconductor manufacturing. Our more than 700 patents and our skilled engineering teams are actively engaged with customers years in advance of their needs, thereby securing their future and ours. On slide 10, we highlight that the Semiconductor business provides not only a solid foundation for continued healthy organic growth but that the combination of core technical expertise, operating skill, and strong systems engineering capabilities, along with precise automation, collaborative robotics, and motion control specialty provides us a head start on a new vector of growth from these combined capabilities. Whereas our Semiconductor automation business has been growing greater than 40% of late, the collaborative robot space is approximately doubling in size every year. And it provides us with as exciting an opportunity as Life Sciences did, and we are keen to pursue growth along this path. Finally, a recap on slide 11 that we are deep in the planning for the separation which we expect to complete by the end of this calendar year. We're looking forward to standing up two new companies which are both ready to take advantage of their independent structures and enhanced focus. We believe that each is uniquely suited to capture and deliver value in their respective markets. Lindon will have some more to say about the separation in his remarks, but suffice it to say we're energized by the potential of these two independent businesses. And we look forward to two bright futures. I'll now give some second-quarter highlights for the businesses which I believe supports, in every way, our move to take advantage of our robust markets, our strong market position, and why now is the time to unleash each business, unencumbered, to further deliver on our almost limitless potential. Q2 revenue was $287 million, up 30% year-over-year with strong growth contributions from both businesses. Semiconductor was up 26% and Life Sciences was up 36%. These are phenomenal results by any measure, but when we consider that they are more reflective of our consistently strong performance than a one-time ramp, that is the remarkable part of the story. I'll now break down each business with some highlights, beginning with Life Sciences where we delivered another exceptional quarter. Revenue was $130 million, meaningfully eclipsing the $500 million annual run rate and was made up of strong performance in both services and products. Services revenue was $77 million, up 20% year-over-year, driven primarily by next-generation sequencing and synthesis. Next-gen sequencing revenue was $20 million, an increase of 24% over the prior year and is solidly positioned to sustain growth throughout the remainder of the year. We have several new contract opportunities related to the launch of new capabilities, including solutions for AAV gene therapy. Synthesis revenue continued its outstanding growth as we touched $15 million in the quarter, up 52% over last year. Here too, we anticipate continued strong growth from existing customers, but also from new services that we've launched for gene-to-antibody solutions. The Sanger sequencing business continued to perform particularly well, with revenue of $14 million. This represents a 20% increase over the prior year. But I remind you that we had a significant slowdown in Sanger during the last weeks of March last year, so it's not as meaningful a comparison. But we reported to you that, in the September quarter, we were back to pre-COVID levels and we have since exceeded those levels, including Q2 when Sanger revenue was up 6% from December quarter and solidly back on a steady growth path. Rounding out the services business, our sample and repository solutions team turned in a strong $22 million quarter, up 24% year-over-year when we compare results excluding revenue from our discontinued RUCDR Alliance. We demonstrated significant growth in the number of samples in our repositories, especially Indianapolis and Germany, and we expanded our footprint for manufactured product sample management as part of the COVID vaccine rollout. We are particularly encouraged by the inflow of samples from a large pharmaceutical customer as part of a contract to store a majority of their biological samples. We registered the first significant tranche of what will ultimately be several million samples coming to us over the coming 18 months or so. We're encouraged by the level of sample outsourcing activity that is underway. And because of the investments we've made over the past years to be able to manage many disparate types of complex collections on behalf of our customers, we're well-positioned for continued steady growth in SRS. In the Life Sciences products business line, we once again demonstrated very strong growth, up 69% year-over-year to $52 million, led mostly by consumables and instruments, but with a welcome contribution from both onsite services and automated stores, an early and hopeful indication that we are being allowed more physical presence at customer sites after very limited access for most of the past year. Consumables and instruments delivered another record quarter at $35 million, more than doubled from Q2 last year. We estimate that approximately $14 million of the increase was COVID-related tailwind, indicating a still very strong 30% growth in C&I ex-COVID. As we've mentioned on previous calls, we're focused on maintaining the new customers that we've won during the pandemic and are encouraged by our progress to date. All in, the Life Sciences business continues to deliver extraordinary revenue growth. Our unique portfolio of capabilities is positioned to manage and interrogate tens of millions of samples, which are among the most precious assets in our customers' portfolios. Our ability to rapidly deliver high-quality products and services in the form of an integrated sample management solution is proving to be a highly desired capability. We are targeting many organic and inorganic investments to further enhance our value and relevance to customers across the life sciences spectrum. With a $500 million run rate, an enviable growth profile and strong opportunity pipeline, the Life Sciences team feels ready to set out on its own. I'll now discuss results from the Semiconductor business. Over the past months, we've been hearing about unprecedented long-term capital expenditure plans by the world's largest chip makers. Investment commitments are not only coming from companies, but governments too are gearing up to support investments to secure strategic availability of critical semiconductors, in no small part because of geopolitical uncertainty. The sustained acceleration of myriad technology applications that are fueling investment is driving what we believe will be both strong and sustained investment for at least several years. 5G, automotive, high-capacity computing, AI, machine learning and IoT are all drivers of more silicon devices packaged in more mobile-ready configurations that are driving tremendous growth across all sectors of the semiconductor market. What's more, we're beginning to witness the start of a resurgence in the memory chip sector, which will compound the already robust level of foundry and logic spending. Semiconductor revenue was another record in Q2 at $157 million, up 20% from Q1 and 26% year-over-year. And even though this is extremely strong growth, we believe we're a long way from a peak in performance or expectations. Our bullishness comes from several indicators. First, forecasts for capital investment from the world's largest chip makers continue to expand to new levels, which are dramatically above any prior periods. Second, our Semiconductor bookings in the quarter were a record-breaking $286 million. And once again, even in a remote work environment where we're not physically with our customers, we delivered a record 50 new design wins, up from 39 in Q1 and very much on a record pace this year. 31 were from new system designs, 5 from robots and an impressive 14 in CCS. Each of these indicators, especially our design win success, is what gives us confidence about our solid position in our market segments and the key technical role we will play in our customers' current and future expansion plans. The combination of robots and systems revenue for process equipment was $108 million, up 19% from Q1 and up 56% year-over-year. We see sustained growth in semiconductor equipment automation products again in Q3, with most of the increase coming from our vacuum automation products for front-end semiconductor manufacturing. As we indicated in our Q1 earnings call, we are seeing sustained momentum in the advanced packaging space. In Q2, we delivered a new record $21 million, up 19% sequentially and an increase of more than 60% from Q2 last year. Most of the revenue comes from existing customers who are ramping shipments of designs that we won some time ago. And again, we anticipate continued healthy advanced packaging revenue as the applications that drive these technologies continue to become more pervasive. And we delivered another solid quarter of CCS revenue at $37 million, up 28% from Q1, yet still approximately 20% below the record reported in Q2 of 2020. We anticipate a strong second half of our fiscal year, starting with the June quarter when we expect CCS revenue to exceed the $45 million mark. Most importantly, we added another nine new customers in Q2, continuing to broaden both the number of customers who are taking our products and adding breadth to the types of device manufacturers that are adopting automated contamination control solutions into their manufacturing processes. We've come a long way from the days when tier-one foundry was the primary driver for the CCS business. And our outlook for the growth of this market continues to play out. Much as we were in the fall of 2019, we're now entering another period of a new threshold in CCS revenue. We are once again ramping production capacity to be able to manage these new levels of demand across the new base of customers, regions and manufacturing process technologies. All in, the Semiconductor business is providing an environment for continued growth. And because the portion of semiconductor equipment capital investment directly to vacuum processes is growing, such as with deposition and etch, and the demand for more contamination control systems is increasing, our market opportunity is growing faster than overall wafer fabrication equipment. Our sustained investments in innovation are allowing us to continue to gain market share, thereby driving our growth rate even higher. At this point, I'd like to make some introductory comments about our most recent addition to Brooks, the acquisition of Precise Automation, a highly capable company that designs and sells collaborative robots. Founded in 2004 by Brian Carlisle and Dr. Bruce Shimano, who for decades have been two of the most capable inventor entrepreneurs in the automation space, they build the capability for collaborative robots that's particularly well-suited to side-by-side human work with a compact form factor and easy-to-initiate capabilities. Precise Automation brings a strong product and technology portfolio and a solid base of more than 3,000 robots and an innovative motor drive technology that will be beneficial in the next generation of semiconductor automation products. To date, most of the Precise Automations applications have been weighted toward lab automation implementations, but their technologies are beginning to be examined for other applications where the precise form factor is particularly well-suited. Our semiconductor automation business is robust and well positioned. In addition to capitalizing on our strong semiconductor position, we're now embarking on the next opportunity vector that will allow us to use our expertise in mass to grow into other exciting markets, in much the same way we did when we launched the Life Sciences business out of the Semiconductor business and then again when we acquired DMS to penetrate into the contamination control business. This time, we envision even broader opportunities that exist in the rapidly growing market for collaborative robotic solutions. I conclude my remarks today as I began them, telling you of two great stories of outstanding capability colliding with urgent customer need, supported by two tried and tested enthusiastic management teams, eager to further accelerate the performance of their businesses. While we remain together, and after we separate, we plan to build on our record of value creation by innovation, focused investment, disciplined deployment of capital and the level of a good challenge. We thank you for your support as we built this company, and we're enthusiastic about our exciting journey ahead. I'll now turn the call over to Lindon.

Thank you, Steve. We will continue through the slide deck, transitioning now to the financial results charts for the second fiscal quarter starting on slide 13. In light of the announcement, I will clarify for everyone that we will continue to reflect the total company results just as you are accustomed to seeing them until the separation culminates, which we expect to occur by the end of the calendar year. As we go through the details, you will see that our record revenue of $287 million and 30% year-over-year growth as well as our record level non-GAAP earnings per share of $0.61 in the quarter came from strength on both sides of the business, underscoring two strong business models with margin expansion and good cash generation. When you look at a trailing 12-month snapshot of our business, the results are quite impressive. As you may have noticed in Steve's charts, we crossed over the $1 billion revenue mark for the past 12 months. I would also add that, over the same time period, compared to the prior 12-month period, we drove 400 basis points of gross margin expansion, 620 basis points of operating margin expansion, and we generated over $150 million in operating cash flow. Moving on to slide 14. Let's go into the details. With revenue up 15% sequentially and 30% year to year, the GAAP earnings per share from continuing operations was $0.32, up $0.20 year-over-year, but down $0.04 from the prior quarter. Before explaining this, I'll draw your attention to the same earnings per share line under the non-GAAP side, which shows a 30% increase sequentially. I'll call out the primary drivers of the differences here as we step through the GAAP side on the left. On the gross profit line, we were down 90 basis points quarter to quarter. Within this result, we absorbed a $5 million charge for tariff liabilities related to time periods prior to this fiscal year. In the quarter, the company reviewed values declared for import tariff purposes, uncertain shipments made in our GENEWIZ business. And as a result, we have estimated a larger liability to certain jurisdictions and recorded it in this quarter. The $5 million relates to the four-and-a-half years prior to this first half. Because this portion was related to prior years and was such a significant charge, we excluded this from the current fiscal year non-GAAP results. We believe the non-GAAP results, which you see on the right, reflect a clearer indication of profit generated from the current business activity and is also a better reflection of what to expect going forward. With that in mind, we did book $750,000 related to such shipments made since the beginning of this fiscal year and appropriately left that impact in the non-GAAP results for the quarter. On an ongoing basis, this cost is a modest impact of approximately 25 basis points to our Life Sciences business and 10 basis points to total Brooks business. Again, that impact is in this quarter's non-GAAP margins shown here and those of the Life Science gross margins which you will see later that were above 50% again for the third straight quarter. In the operating expense section, on the GAAP side again, GAAP SG&A increased 21% quarter-to-quarter. This line contains $12 million of costs primarily associated with activities preparing for the separation of the companies and are excluded from the non-GAAP performance results. These activities include advisors, financial support to carve out the financial statements, and additional audit and legal costs. All in, the GAAP earnings per share was $0.32 for the quarter, up 158% year-over-year, still showing the significance of the growth and profit leverage of the business. Let's look to the right side for the non-GAAP results. Gross margins were 47.1% expanding 490 basis points year-over-year, driven by Life Sciences and Semi, each reporting just under 500 basis points improvement year-over-year. The revenue growth and the gross margin expansion drove operating income upward 124%. Operating margin was 20.2%, up 850 basis points year-over-year, and adjusted EBITDA margin was 24.9%, up 910 basis points. Below operating income, the non-GAAP tax rate in the quarter was 20.7%. When you combine it all, we saw 145% growth in the non-GAAP earnings per share. Now please turn to page 15 for the results in our Life Sciences business. In the second quarter, our Life Science business generated revenue of $130 million, an increase of 36% year-over-year and 10% sequentially. We estimate that our products business benefited by approximately $14 million from COVID-related demand, primarily in our consumables and instruments business. A portion of this is specific to COVID-related research and a portion is driven by meeting demands in a supply-constrained industry. We expect to keep many of these customer relationships going forward and still have difficulty determining just how long the COVID research will continue. The products business in total was $52 million and grew a significant 69% year-over-year. In addition to the C&I strength, the growth was supported by double-digit growth of our store systems and product services offerings. The Life Sciences services business was $77 million. And when excluding the impact of unwinding the alliance grew 28% year-over-year. This business is comprised of GENEWIZ and our sample repository service offerings. The GENEWIZ business grew 31% year-over-year and accelerated 6% quarter-over-quarter, driven primarily by continued expansion of synthesis and next-generation sequencing. So, we saw strength across all business lines. The sample repository services business excluding the Alliance revenue stream also reported strong growth of 24% year-over-year. The growth was led by storage services and informatics. Now for gross margin. At 50.5% for the quarter, we are higher by 460 basis points year-over-year. As we've described previously, we exited our Alliance contract with RUCDR in the fourth quarter. On a year-over-year basis, this contributed 180 basis points of favorable mix benefit to our results. Performance improvement of approximately 280 basis points drove the balance of the gross margin increase. The Life Sciences product business gross margin was 46.5%, a 240 basis point improvement year-over-year, driven primarily by the strength in the consumables and instruments and the Life Sciences services business provided a 53.2% gross margin in the quarter, up 650 basis points year-over-year, driven by growth in synthesis, which carries above average gross margins, improvement in SRS, and the mix benefit of exiting the Alliance. The services business includes approximately $3 million of revenue from the two recent acquisitions, the informatics business acquired in February of 2020 and the sample procurement service business acquired in December. In total, the Q2 operating margin of 19% expanded roughly 10.5 percentage points over the last year. I have also provided you with additional adjusted EBITDA and the last 12 months metrics to facilitate your assessments of each business. As you can see, on the segment-based results, the leverage in the Life Sciences business model has brought us to a 22% adjusted EBITDA margin and continued to climb in the second quarter. As we look into the third quarter of 2021, we expect Life Sciences revenue to be in the range of $128 million to $138 million. This range supports approximately 37% to 48% growth year-over-year. Let's turn now over to the Semiconductor business on slide 16. Semiconductor Solutions revenue of $157 million on the quarter increased 26% compared to the second quarter of 2020, and it was up 20% sequentially. As Steve noted, automation products grew 56% year-over-year. Within this group of products, the vacuum automation portion, including robots and systems, grew 97%. The revenue in our contamination controls business increased 28% sequentially, driven by increased shipments, however, still 18% lower year-over-year. Our services revenue was up 14% year-over-year. Semiconductor operating margins were 21.2%, up 780 basis points year-over-year and up 480 basis points sequentially. Gross margins were strong at 44.4%, up 490 basis points compared with last year, driven by improved cost absorption and also helped by the favorable mix of our higher margin vacuum automation. Again, we have provided you with additional adjusted EBITDA and LTM metrics for your assessments of the business. On the segment-based reporting, the Semiconductor business also shows a 22% adjusted EBITDA for the last 12 months. As we look toward our third fiscal quarter of 2021, we expect Semiconductor revenue to be in the range of $172 million to $182 million, including approximately $3 million of revenue from our recent acquisition, Precise Automation. This guidance reflects expansion of $15 million to $25 million sequentially, and supports a year-over-year growth of 35% to 43%. Let's turn now to slide 17 for a summary of cash flow for the quarter. Operating cash flow in the first quarter was $34 million. The profit leverage to drive higher EBITDA with the growth of the business is evident and it's converting to cash flow, while making needed investments in working capital for growth. Over the past year, we've generated operating cash flow of $156 million on a trailing 12-month basis. We used approximately $10 million for CapEx this quarter, including $2 million for the GENEWIZ China building project. We paid $7 million of dividends to shareholders in the quarter. Let's turn to slide 18 for a quick view of the balance sheet. At the end of the first quarter, we had $334 million of cash, restricted cash and marketable securities, an increase of $12 million. With debt stable at $50 million, we finished the quarter with $284 million of net cash. Subsequent to the quarter-end, we acquired Precise Automation and used approximately $70 million of this cash balance. Let's turn to slide 19 for our guidance on the third fiscal quarter 2021. Revenue is expected to be in the range of $300 million to $320 million, with Semiconductor revenue expected to be in the range between $172 million to $182 million and Life Sciences revenue is expected to be $128 million to $138 million. Non-GAAP earnings per share is expected to be $0.65 to $0.75 per share and GAAP earnings per share is expected to be $0.46 to $0.56. For the whole year, we now expect capital expenditures of $65 million to $70 million and the non-GAAP tax rate to be in the range of 20% to 22%. If you do the math, on the anticipated trailing 12-month results, at the midpoint of Q3 guidance, the business is expected to have generated $1.1 billion of revenue and $2.25 of non-GAAP earnings per share, which puts us already on top of our 2022 objective, well ahead of our previously provided three-year target model. Before we conclude our prepared remarks, I'd like to return to the subject of the separation of the two businesses on slide 20. I think this may address some anticipated questions. The separation is indeed expected to drive significant value to the two businesses as the multitude of growth opportunities have become significant enough on both sides that a dedicated management team and company structure will serve each business really well. We plan to execute the separation in a tax-efficient manner for shareholders and the preparations are well underway. We expect to complete the separation by the end of the calendar year. Each business will launch with a strong balance sheet, affording ample capacity to pursue their additional growth vectors Steve outlined. In creating two standalone publicly traded companies, there will be an impact to the corporate SG&A cost basis for each of the businesses. We anticipate adding approximately $15 million of annual ongoing G&A structure to the total G&A to stand up the two companies separately. Additionally, it is important to highlight we have historically allocated corporate G&A costs to each segment proportional to revenue, which has meant that, in the past, a greater proportion of Brooks G&A cost was carried in the Semiconductor segment. Following the separation, as we pull apart the unique support structures of each, the Semiconductor business will assume its unique structure and the Life Science its own structure. We anticipate that the Semiconductor business will on a total annual basis have approximately $10 million less G&A in its P&L, and the Life Sciences business, which addresses a much larger customer set and more varied offerings, will have approximately $25 million additional G&A costs in its P&L compared to the amount charging to its current segment reported results. These estimates again include the extra G&A structure for separation. When you tie this to revenue, we see the new Semiconductor automation business profit margins being lifted by nearly 2 points due to the lighter G&A and the Life Sciences business having a little more than 5 points of added pressure to profit margins when first separated. We expect with the projected growth, the Life Sciences business will pass through the adjusted EBITDA margins we saw on the latest trailing 12 months picture by the end of 2022. We plan to hold an Investor Day for each business in the fall, as we approach the separation effective date, and we'll provide a more complete update with clarity to each business. You can expect to see a new long-term model for each business. For now, we will stop talking about the 2022 objectives as it is clear, we're exceeding those objectives in this current year. That seems like an excellent point to finish on. And so, I will turn the call back over to the operator to take your questions.

The first question is from David Saxon with Needham.

First, just on the split, you kind of lay out some points in the slides. But can you talk a little bit more specifically about how you plan to kind of augment the strategy specific to the Life Sciences business? And if you think you can – following the split, if revenue growth and margins could be above what they would have been if you kept as a combined company. And then I have just one follow up.

We appreciate you picking up coverage this quarter. Let me comment first and then I'll have Steve chime in. One, we have maintained over recent years, as we grew both businesses, that we hadn't sacrificed investments to date in either business. And I think it's fair to say we wouldn't look to the past year or past two years and say, "Gee, we could have done better," because we think we've dealt with it in an unconstrained – we didn't make trade-offs between the two as of yet. We're at a point now where the strategy in the Life Sciences and the strategy in the Semiconductor business could certainly, in your words, has augmentation – or in our words, have additional growth vectors to exercise. And so, those that Steve outlined in the Life Sciences space, and certainly take us to the sample base service area, including the focus on aggregating sample data, helping to service customers perhaps in that realm. And certainly, the acceleration in science advances of viral vectors, etc., point to a lot of service offerings and, I'll say, expansion of value that we can provide to the customer base. The separation in itself doesn't slow us down at all. If anything, it provides that concentrated focus and capability to move forward in that space, whether it be organic or inorganic, and we'll have a management team purely focused on that. So, we don't think the separation affects that opportunity. And in fact, we think this juncture is timed just right because if we were trying to move forward, let's say two more years, we may start seeing things start to compete with each other in terms of attention and focus. But right now, we think this coming timeframe is good timing.

David, this is Steve. We're confident that with two rapidly growing businesses, good cash-generating capability, and a strategic roadmap is one that we can satisfy. So, we're really enthusiastic about the future. We think the separation allows both companies to go even at a faster pace in terms of growth. And I will say, from the standpoint of inorganic and the organic investments, just the innovation that we have in our own pipeline, we have two groups that are really enthusiastic about what the future looks like.

My second question is just on GENEWIZ. It sounds like NGS and synthesis are seeing some very strong demand. And as you noted, Sanger is starting to lap some easier comps. But just given the demand in NGS and synthesis, how should we think about growth in the back half? And then, just given that, these carry favorable margins. How that kind of plays out in the gross margin. Thanks so much. And congrats on the quarter and the news.

On the growth path, we have a pretty fast turn business. So, we don't have a lot of visibility beyond where we are. But what we find is the more business that we win, the more that we satisfy in a high quality, timely fashion. We get repeats from those customers. And we actually did add hundreds of customers again this quarter. So we're really confident about the current position and the capability. And you'll see that, over the past couple years, we've made a significant amount of investment in lab capacity and capability. We've been hiring some really skilled employees to help us continue to satisfy the demand. So, we feel really good about the continued growth in NGS, synthesis, and Sanger, actually, but the opportunities that exist in synthesis and NGS are more significant. And as long as we're staying in front of it, we anticipate the business will keep coming at the rates that we've seen so far.

David, I'll pick up on the margin question. And it's a good opportunity for me to interject some thoughts here on the guidance going into Q3. I won't comment on the whole year so much, but I wouldn't expect things to change significantly. But interestingly, I'll start with the services business where you were – the services gross margins, we're seeing really good stability going into the third quarter. And so, it could be approximately flat, could be a little bit positive, in fact, in our projection. In the products business, we actually see stability as well, as we do in the Semi business on the other side. And when it's all added up, I think the underscoring description is we're seeing stability in gross margin structure as we go from Q2 to Q3 overall. And that's what's inherent in our guidance equation.

Our next question is from Patrick Ho with Stifel.

Congratulations on the announcement. And this sounds like a really exciting way to extract value for all Brooks shareholders. So congrats on that. Steve, since I only have you for a few more quarters on the semiconductor side of things, maybe I'll start off with this on that business. And you talked about the growth in the contamination control business and also in terms of new opportunities. You've talked about memory in the past. Would it be fair to characterize some of the emerging opportunities coming more from DRAM given the challenges and the new manufacturing processes that are going on in DRAM that require higher levels of contamination control?

Patrick, indeed. I think probably the last quarter and the current quarter for sure, the order patterns, it's the first meaningful slug, if you will, in memory application. So, we are starting to see that. Some of the design wins we referenced are for DRAM and for memory application. So, we don't know where it goes. But we had anticipated that the growth would begin more meaningfully. It won't be still like tier-one foundry, but the density of tools in a DRAM fab has begun. And indeed, we're starting to see it.

As my follow-up question on the Life Sciences, you talked about strong growth from both existing as well as new customers on the services sides of the end, which includes your GENEWIZ business. Would it be fair to say that the strength at least near term is coming from more existing customers and that the new customer attraction is still forthcoming, or was it balanced more so this past quarter and going forward?

Patrick, the majority of the business always comes from existing customers. We usually get a toehold and we start with customers and the business builds over time. So, when we talk about new customer wins, those are really important to us, but quarter after quarter, those become more meaningful. So, we treat them as equally important. So, when we win new customers, they're precious because they're the ones who turn out to be really significant customers in six or eight quarters. But the majority of the business is from existing customers and the balance has been great so far. And the fact that the GENEWIZ team brought to us thousands of customers, it's really expanded the touchpoints and the number of offerings that we can bring. Putting the services business together with the GENEWIZ and SRS together under Amy has started to generate some meaningful synergies. And so, we're taking full advantage of customer capture to share some of the offerings across the SRS and the GENEWIZ space.

Our next question is from Jacob Johnson with Stephens.

I'll add my congrats as well. And I'll ask another question on GENEWIZ. Obviously, GENEWIZ posted really strong growth. Maybe asking this a different way, can you just talk about what end markets or customer types are driving the demand you're seeing in NGS and synthesis? How much is biopharma versus academic? And maybe any comments about how this has or has not shifted over the last couple of years?

Jacob, it's a tough one to answer because we do have thousands of customers. So the mix isn't moving appreciably. But what I will tell you is, in the earliest days of COVID, we saw a pretty significant shift from existing customers into the research on the virus. And then, as we continue to work on synthesis and on testing, we saw it move more toward the vaccine development. But these are – because the customers have shifted their work and their research activity. So, same customers, different activities. And we're particularly strong in the academic space and the research space. And we haven't seen any changes there. Again, the customer capture remains really strong. So, in terms of mix, it's not appreciably different from a customer standpoint, but the kinds of work that we've done have shifted with the necessity of the shift in the research.

I guess my other question, we've seen some other companies get into the freezer product business. Can you maybe just remind us the competitive advantage of your onsite freezers, which I think is largely around automation? And then second, maybe talk about the near-term demand trends are seeing for that business? Have you seen any impact as we reopen yet? And then, maybe also just touch on the longer-term demand for freezers given what's going on in cell and gene therapy and broader biologics?

You're exactly right. There are a lot of freezer companies. A lot of freezer capacity. A lot of ways to get a sample cold. We really believe that the automation adds tremendous value. We think the fidelity of the sample is critical. The history of it, the provenance of the sample, how many times it's been removed, did it ever thaw, we think those are critical to the samples. And the longer samples are held, the more that history is important. And it's just impossible to do with the hundreds of thousands of freezers that are out there in the installed base and I think what people are finding is the records of that capability are proving to be essential in terms of the value of the sample. So, indeed, there's a lot of freezer demand. And we continue to believe that the automation is a critical part and our customers believe that too. And I think that's what's helping us to continue to drive the business. So, that's particularly important to us. And we have an entire range actually from room temperature automated samples just from the automation standpoint for the simple handling and location, as you know, all the way down through cryogenic temperatures at minus 190 degrees Celsius. And again, automation is a non-trivial capability, but it's an essential part in the value of a sample.

Our next question is from Craig Ellis with B. Riley.

To start, I'll echo the congratulations, guys, to the long-term evolution of the business and the juncture you're at now where Semi and Life Sciences can spin out. And no offense to you guys, we love having you around, but it'll be great to hear from Dave and Dave quarterly as well. So, the first question I wanted to ask, Steve, is can you just go into a little bit more detail on the point you made about Semi's bookings and design win activity? So, very, very robust bookings at $286 million? And then design wins very strong. On the Semi side, are you starting to see more order pipelining? And is that contributing to the rise in bookings? Or are we just at a point where the half-on-half inflection that's coming into the business is going to be just exceptionally powerful here?

Craig, it's tough to call. But for us, it feels like we're really going to ride a powerful wave here. The bookings were really strong. They haven't subsided so much coming into the quarter here. The requests of all of our customers about making sure that we have adequate capacity continue to roll in. We do have concerns generally about capability of the supply base even though we've been able to keep up without any issues. But if the kinds of requests that are being put on to the industry persist and then the growth continues, ultimately, it'll creak a little bit here over the coming quarters. But the demand is robust. It's from a really broad base. We're just now seeing memory pickup, which is adding to an already strong foundry and logic environment. And again, Craig, as you know really well, we have not just North American OEMs as our customers. We're a seller of capability around the world. We have a lot of Asian equipment makers who are gaining share in Asia, and it continues to drive our business. So, the footprint and the global presence we have continues to sustain us above what might be reported by some US publicly traded companies.

Regarding your earlier comments about CCS, we had anticipated a shift in memory for CCS, and we've observed announcements for advanced node DRAM projects. As we examine the booking activities, are you noticing any rise in CCS activity within the memory sector as well?

We're starting to see memory add on to the growth of the – breadth of the business that we have. And I mentioned in the prepared remarks, in the fall of 2019, we're working to get our factory capacity up in a pretty fast ramp to a new level. And we're at that again, making sure that we have adequate capacity because we see another high watermark coming for CCS. And a lot of that is fueled by this expansion beyond just the foundry, but also into memory now.

First, on the sequential, you're right. In a ramp, we generally do see momentum with revenue in the gross margin line here. Here's the difference. In the coming quarter and this guidance, more of our upside – we're not slipping away in our manufactured product, but more of our upside is in CCS on the sequential guide and it's a product that we manufacture with the help of an outsourced partner. And so, it will be certainly nice incremental revenue at the gross margins of that structure, but doesn't contribute further to the absorption that we've seen the benefit of the last two quarters of the ramp. So, we're at a good stable point in our manufacturing ramp internally. We're positioned that we could do more, but right now our guidance contemplates more stability on our manufactured product and more growth on our outsourced product. So, that's why you're not seeing quite as much as you might expect in this kind of brand going forward. That doesn't mean that we wouldn't see it towards the end of the year or into next year because I think the robustness is there for the business to continue to expand. I will highlight that we're very focused on ensuring capacity in the semi manufacturing space in-house, as well as in our partner. But in-house, both space-wise and resource-wise to make sure that we can ramp going forward. And certainly, your question would convey in the later quarters. On the Life Sciences question, the intermediate term, the 50% is something that – I don't want to say that we wouldn't expect it going forward. We think that it's probably going to be centered in that 49% to 50% and 50.5% range. We keep this latitude – and I've been saying it could be done 47%, 48%. I think it's fair to think it's probably 49% to 50%, in that range. Here's the point. We'll continue to invest in capacity. Capacity on the Life Sciences side means space. As you know, we'll bring the China building online later in the year. During that time, we'll have a transition where we're using space in the own building. We'll have space in a leased space. So, we'll take probably on just a little more cost during that timeframe. And as we expand space, sometimes ahead of our capacity, you start to see the utilization of costs drop a little bit. And then, certainly, we invest resources at a pace to stay ahead of demand. So, I don't want anybody to be confused. I'm not calling for softness in margin. But I'm calling for a fair latitude in – 48% to 52%, I think we could see it go either direction, but your nudge after three quarters in a row of 50-and-plus percent is a fair one to think that we could sustain. I guess there's one more attribute too. The COVID demand in consumables and instruments is favorable to our margin mix as well. So, we highlighted about $14 million of what we would say was additional demand in the quarter. There's a portion of it related to research in COVID applications, but a portion also in the constraints to capacity in the industry, just to satisfy demands that we're picking up. Certainly, we think that we'll keep and maintain many of those customers. But if C&I were to see any softness, then that would be a modest mix downward. So, another reason why you may see this dip below 50%.

Next question is from Paul Knight with KeyBanc.

Can you talk to – besides the improved financial performance in Life Science, what happened or what did you see the markets that said it's time to do the spin?

Paul, a couple of things. One, we had – as you remember, it took us a while to get to a cash-generating position in Life Sciences. And we've been there for the better part of almost two years. The size is pretty significant and the amount of investments that we need to make to stay in front of the opportunity, we think, those are short cycle decisions. We're pretty aggressive about expanding capacity and capability. And the team has really demonstrated that they're able to capture everything that we invest in. So, that's been pretty successful. At the same time, we have a Semi business that has its own trajectory and its own investment patterns. And when we looked at it, we looked at the balanced opportunity here to stand up two companies and make sure they didn't compete for capital. We think it'll keep them both on really significant growth paths. And if anything, allow them to both accelerate by not sharing a balance sheet actually, by each having their own independent balance sheet. So, size, scale, and overall capability of a Life Sciences businesses that's now running at a $500 million run rate, we think, made this a really right time for us to stand that business up.

It does look like the industry is clearly doing more M&A in life science. Do you hold that view?

I think so. We believe so. The pipeline is good. There are a lot of good opportunities and a lot of good growth potential, both for the organic investment that we're making, but certainly from an M&A standpoint.

You had mentioned in the call that you add a major biopharma customer. I understand that you've done Lilly in the past. Is this customer an incremental new one in terms of sample management?

It is. We talked about a win we had a quarter ago, the samples started to come in now. So, this is a brand new customer for us. And it's a really significant one. I think you'll remember at the Analyst Day we had in September of 2019, we talked about doubling down and looking for more large customers, who would give us considerably more of their business and trust samples to us. And it turns out this customer has not only given us samples to manage, we also had pretty significant large automated store wins to manage their chemical compound collections as well. And the magnitude of that win was even more significant. And that's a couple of years project that we're about halfway through right now. So, it was a major win for this large pharmaceutical company all the way around. Biological samples are heading into Indianapolis and Griesheim and a large, automated store to their – to one of their central research sites.

When does the China GENEWIZ facility come online?

It should be online by the end of the calendar year. And we have overlap with the other buildings into the beginning of next calendar year to ensure a timely transition.

Our next question is from John Pitzer with Credit Suisse.

I'll add my congratulations. Steve, I've got a couple of questions on the Semi business and then a couple on the Life Science. Just on the Semi business, when you look into the fiscal third quarter and the guidance you're giving, is there a sense that you can give us as to what WFE level that equates to? Is that sort of a $75 billion level? Is it an $80 billion level? How are you viewing that? And certainly not for this year, but especially as you think about sort of government involvement and the desire to regionalize capacity, can you help me better understand kind of what portion of your Semi business is tied to new fab builds versus sort of equipment installation? Because, clearly, I think, on some of the automation products, you should benefit a little bit early? How do I think about brick and mortar versus WFE within your semi mix?

John, a lot of questions there. So, the first one, it'd be hard for us to imagine that it's – how to pick the WFE number, but it sure feels like it will be consistent with a $75 billion-ish level compared to order patterns that we've seen in the past. And the best metric for us is simply a full count, if you will, for some OEMs. And so, when we compare run rate one year to run with the next, we'd say it's pretty consistent with the $75 billion spend. But I couldn't put too much precision around that. But we'd say that's consistent. In terms of the brick and mortar and the tool counts, most everything that we ship, it relates to capacity. There's no question about it. But as you know, the fabs are generally – the brick and mortar is put up and then the fabs are populated in phases. And so, you're right, some of the contamination control tools go in a little bit earlier. But the entire fab isn't filled with contamination control, but it does go in a little bit earlier. Probably similar to the metrology tools that go into a factory. But we see steady build out. So, when there's a large fab built and it gets populated in phases, we see that for the direct to fab contamination control systems that go in, but if there's a difference, it might be a lag of a quarter, but probably not more. And then, steadily, all the automation capabilities we provide to OEMs, they go in as those process tools go. And, John, same thing. Often, we'll ship and recognize revenue, say, for a robot or for a vacuum system that the OEM will recognize as revenue, maybe a quarter later. So, indeed, our revenue is probably always just a little bit in advance of what you'd see from a large OEM shipping product to those same fabs.

On the Life Sciences side, the midpoint of your guidance is up sequentially. But the range includes a down. Is that a reflection of seasonality in the business? Is it a reflection of some caution of not knowing whether or not COVID was a headwind or a tailwind to the business? And then, as a follow-up on the Life Sciences, Lindon, when you think about the OpEx you want to add there, is the plan that that gets added before the split? And if it does, is it sort of a linear add between now and year-end?

I'll try to take both questions here. First, we range around the Life Sciences – on both revenues because we see that there's potential, as you said, softness in terms of when does COVID drop or not, how much does that affect us? Also, if COVID spikes, in particular territories and things close down again, those aren't unheard of options either. So, we do put a range around this. We have a pretty good history of striking at the midpoint. But there's a range around everything here. On the OpEx, we said we would add about $15 million of additional structure to both companies. There's a portion of this that doesn't become effective until it's separated. Let me highlight. We will be adding some governance. So, that includes board, audit fees, things of that nature would start with the start of the company, not ahead of time. But there are some aspects that will start – that we start building. And as you've seen, we've already worked on the financial pull parts of the carve-outs, etc. But certainly, we'll be hiring some resources to stand up two companies. I wouldn't call it exactly linear. We're going to – but might be a good assumption on your part. But I would say probably more as we get into the September quarter, less in the June quarter.

Our last question is a follow-up from Craig Ellis with B. Riley.

Just a quick clarification on that last comment, Lindon. So, I thought in the prepared remarks, you said you would add $15 million. And then I thought I heard in response to John's question, you say you would add $15 million to both companies? So, is it that there's $15 million of expense currently in the model for corporate expenses and that stays with either Life Sciences or Semi and there's $15 million that's added? Or is it really $15 million that is added for both companies? So, $30 million in total.

It's just one $15 million. So, thanks for clarifying, Craig. I really appreciate it. So, from our current run rate, of course, we'll be adding investment at a modest level, as we always do operationally, but in terms of standing up the two companies separately, it's just one additional slice of $15 million. And I gave a few examples. There's IT infrastructure, there's public officers, things like that in the company. So, I think everybody will understand that. But just one.

Look, these are so exciting times and energizing for our Brooks teammates. And it comes with an exciting market both on the Life Sciences and on the Semi markets. It's particularly exciting for us to see Dave Jarzynka and Dave Pietrantoni named, anticipating taking on the leadership of another public company for us. So, those are internally rewarding time periods for us. But when we come back to the earnings, if you just think about what we've talked about, we're guiding a Q3 that in a range is expected to grow 35% to 45% year-over-year. Well, at the end of the quarter, at the midpoint of the guidance, we will claim that we have exceeded – or met or exceeded the business model that we set up to do in 2022, more than a year ahead of time. The strength of both the industries are really, really strong. The growth trajectories, the capabilities of the teammates are equal and capable to match up to the strength of those markets. And we just think it really makes good strategic sense. This has been a thoughtful process, months in the making, years in the making of the transformation, but months of work on behalf of our teammates to be ready for today and to be ready by later this year to culminate the separation. But it's a clear growth path for each business and their individual industries. It's well positioned strategically, operationally and I think, as you can see, financially, both on a balance sheet as well as in the leverage profit model for growth. So, it's exciting times for us. We look forward to seeing you during the quarter. We'll be at multiple investor conferences in the quarter and anticipate a lot of good dialogue off of the announcements today. And we look forward to seeing you at the same time at the end of next quarter.

And that does conclude our conference call for today. We thank everyone for participating and you may now disconnect.