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Delaware
|
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04-3040660
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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|
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15 Elizabeth Drive
Chelmsford, Massachusetts
(Address of Principal Executive Offices)
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01824
(Zip Code)
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Title of Each Class
|
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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The NASDAQ Stock Market LLC
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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PAGE NUMBER
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Item 1.
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||
Item 1A.
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||
Item 1B.
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||
Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 1.
|
Business
|
|
2013
|
|
2012
|
|
2011
|
|||
Semiconductor capital equipment
|
53
|
%
|
|
54
|
%
|
|
65
|
%
|
Service and spares
|
20
|
%
|
|
17
|
%
|
|
13
|
%
|
Industrial capital equipment
|
10
|
%
|
|
11
|
%
|
|
11
|
%
|
Other adjacent technology markets
|
7
|
%
|
|
8
|
%
|
|
9
|
%
|
Life sciences
|
10
|
%
|
|
10
|
%
|
|
2
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Item 1A.
|
Risk Factors
|
•
|
demand for our products as a result of the cyclical nature of the semiconductor manufacturing industry and the markets upon which it depends or otherwise;
|
•
|
changes in the timing and terms of product orders by our customers as a result of our customer concentration or otherwise;
|
•
|
changes in the mix of products and services that we offer;
|
•
|
changes in the demand for the mix of products and services that we offer;
|
•
|
timing and market acceptance of our new product introductions;
|
•
|
delays or problems in the planned introduction of new products, or in the performance of any such products following delivery to customers;
|
•
|
new products, services or technological innovations by our competitors, which can, among other things, render our products less competitive due to the rapid technological change in our industry;
|
•
|
the timing and related costs of any acquisitions, divestitures or other strategic transactions;
|
•
|
our ability to reduce our costs in response to decreased demand for our products and services;
|
•
|
our ability to 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;
|
•
|
write-offs for excess or obsolete inventory; and
|
•
|
competitive pricing pressures.
|
•
|
accurately identify and define new market opportunities and products;
|
•
|
obtain market acceptance of our products;
|
•
|
timely innovate, develop and commercialize new technologies and applications;
|
•
|
adjust to changing market conditions;
|
•
|
differentiate our offerings from our competitors' offerings;
|
•
|
obtain intellectual property rights where necessary;
|
•
|
continue to develop a comprehensive, integrated product and service strategy;
|
•
|
properly price our products and services; and
|
•
|
design our products to high standards of manufacturability such that they meet customer requirements.
|
•
|
longer sales-cycles and time to collection;
|
•
|
tariff and international trade barriers;
|
•
|
fewer or less certain legal protections for intellectual property and contract rights abroad;
|
•
|
different and changing legal and regulatory requirements in the jurisdictions in which we operate;
|
•
|
government currency control and restrictions on repatriation of earnings;
|
•
|
fluctuations in foreign currency exchange and interest rates, particularly in Asia and Europe; and
|
•
|
political and economic instability, changes, hostilities and other disruptions in regions where we operate.
|
•
|
difficulties in integrating the operations, technologies, products and personnel of the acquired companies and realizing the anticipated synergies of the combined businesses;
|
•
|
defining and executing a comprehensive product strategy;
|
•
|
managing the risks of 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 quality of the installed base of the target company's products or infringement of another company's intellectual property by a target company's activities or products;
|
•
|
problems associated with compliance with the acquired company's existing contracts;
|
•
|
difficulties in managing geographically dispersed operations; and
|
•
|
the diversion of management's attention from normal daily operations of the business.
|
•
|
we could be subject to fines;
|
•
|
our production or shipments could be suspended; and
|
•
|
we could be prohibited from offering particular products in specified markets.
|
•
|
variations in operating results from quarter to quarter;
|
•
|
changes in earnings estimates by analysts or our failure to meet analysts' expectations;
|
•
|
changes in the market price per share of our public company customers;
|
•
|
market conditions in the semiconductor and other industries into which we sell products;
|
•
|
economic conditions in Europe and general economic conditions;
|
•
|
political changes, hostilities or natural disasters such as hurricanes and floods;
|
•
|
low trading volume of our common stock; and
|
•
|
the number of firms making a market in our common stock.
|
I
tem 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Location
|
|
Functions
|
|
Square Footage
(Approx.)
|
|
Ownership Status/Lease
Expiration
|
|
Chelmsford, Massachusetts
|
|
Corporate headquarters, training, manufacturing and R&D
|
|
201,000
|
|
|
Owned
|
Chelmsford, Massachusetts
|
|
Manufacturing
|
|
97,000
|
|
|
October 2014
|
Petaluma, California
|
|
Manufacturing and R&D
|
|
72,300
|
|
|
February 2016
|
Poway, California
|
|
Manufacturing and R&D
|
|
67,600
|
|
|
July 2015
|
Longmont, Colorado
|
|
Manufacturing and R&D
|
|
60,900
|
|
|
February 2015
|
Yongin-City, South Korea
|
|
Manufacturing, R&D and sales & support
|
|
49,600
|
|
|
February 2022
|
Fremont, California
|
|
R&D and sales and support
|
|
44,900
|
|
|
August 2018
|
Manchester, UK
|
|
Manufacturing, R&D and sales & support
|
|
42,000
|
|
|
December 2019
|
Jena, Germany
|
|
Manufacturing, R&D and sales & support
|
|
30,100
|
|
|
January 2017
|
Chu Bei City, Taiwan
|
|
Sales & support
|
|
28,600
|
|
|
June 2014
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Market Price
|
|
Dividends
Declared
|
||||||||
|
High
|
|
Low
|
|
|||||||
Fiscal year ended September 30, 2013
|
|
|
|
|
|
||||||
First quarter
|
$
|
8.24
|
|
|
$
|
7.00
|
|
|
$
|
0.08
|
|
Second quarter
|
10.50
|
|
|
8.23
|
|
|
0.08
|
|
|||
Third quarter
|
10.97
|
|
|
8.78
|
|
|
0.08
|
|
|||
Fourth quarter
|
10.56
|
|
|
8.74
|
|
|
0.08
|
|
|||
Fiscal year ended September 30, 2012
|
|
|
|
|
|
||||||
First quarter
|
$
|
11.05
|
|
|
$
|
7.40
|
|
|
$
|
0.08
|
|
Second quarter
|
12.49
|
|
|
9.98
|
|
|
0.08
|
|
|||
Third quarter
|
12.65
|
|
|
8.82
|
|
|
0.08
|
|
|||
Fourth quarter
|
9.89
|
|
|
7.78
|
|
|
0.08
|
|
|
9/28/08
|
|
9/30/09
|
|
9/30/10
|
|
9/30/11
|
|
9/30/12
|
|
9/28/13
|
||||||
Brooks Automation, Inc.
|
100.00
|
|
|
92.46
|
|
|
80.26
|
|
|
98.36
|
|
|
100.23
|
|
|
120.26
|
|
NASDAQ/NYSE MKT/NYSE
|
100.00
|
|
|
96.59
|
|
|
105.63
|
|
|
101.53
|
|
|
127.73
|
|
|
153.11
|
|
Old Peer Group
|
100.00
|
|
|
107.58
|
|
|
119.92
|
|
|
115.79
|
|
|
127.99
|
|
|
187.73
|
|
New Peer Group
|
100.00
|
|
|
105.51
|
|
|
107.06
|
|
|
106.59
|
|
|
130.64
|
|
|
175.47
|
|
Period
|
|
Total
Number
of Shares
Purchased
|
|
Average Price
Paid
per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
Maximum
Number (or
Approximate
Dollar Value) of
Shares that May Yet
be Purchased Under
the Plans or
Programs
|
||||||
July 1 - 31, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
August 1 - 31, 2013
|
|
12,851
|
|
|
9.79
|
|
|
12,851
|
|
|
—
|
|
||
September 1 - 30, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
12,851
|
|
|
$
|
9.79
|
|
|
12,851
|
|
|
$
|
—
|
|
Item 6.
|
Selected Financial Data
|
|
Year Ended September 30,
|
||||||||||||||||||
|
2013(8)(9)
|
|
2012(5)(6)(7)
|
|
2011(3)(4)
|
|
2010(2)
|
|
2009(1)
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Revenue
|
$
|
450,952
|
|
|
$
|
519,451
|
|
|
$
|
688,105
|
|
|
$
|
592,972
|
|
|
$
|
218,706
|
|
Gross profit (loss)
|
$
|
145,982
|
|
|
$
|
173,486
|
|
|
$
|
223,021
|
|
|
$
|
166,295
|
|
|
$
|
(5,996
|
)
|
Income (loss) before income taxes and equity in earnings (losses) of joint ventures
|
$
|
(6,762
|
)
|
|
$
|
11,420
|
|
|
$
|
127,576
|
|
|
$
|
56,064
|
|
|
$
|
(226,917
|
)
|
Net income (loss)
|
$
|
(2,150
|
)
|
|
$
|
136,835
|
|
|
$
|
130,437
|
|
|
$
|
59,884
|
|
|
$
|
(227,527
|
)
|
Net income (loss) attributable to Brooks Automation, Inc.
|
$
|
(2,215
|
)
|
|
$
|
136,789
|
|
|
$
|
130,385
|
|
|
$
|
59,841
|
|
|
$
|
(227,612
|
)
|
Basic net income (loss) per share attributable to Brooks Automation, Inc. common stockholders
|
$
|
(0.03
|
)
|
|
$
|
2.10
|
|
|
$
|
2.02
|
|
|
$
|
0.94
|
|
|
$
|
(3.62
|
)
|
Diluted net income (loss) from continuing operations per share attributable to Brooks Automation, Inc. common stockholders
|
$
|
(0.03
|
)
|
|
$
|
2.08
|
|
|
$
|
2.01
|
|
|
$
|
0.93
|
|
|
$
|
(3.62
|
)
|
Shares used in computing basic earnings (loss) per share
|
65,912
|
|
|
65,128
|
|
|
64,549
|
|
|
63,777
|
|
|
62,911
|
|
|||||
Shares used in computing diluted earnings (loss) per share
|
65,912
|
|
|
65,722
|
|
|
65,003
|
|
|
64,174
|
|
|
62,911
|
|
|||||
Cash dividends per share
|
$
|
0.32
|
|
|
$
|
0.32
|
|
|
$
|
0.08
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of September 30,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Total assets
|
$
|
736,763
|
|
|
$
|
741,960
|
|
|
$
|
636,958
|
|
|
$
|
517,040
|
|
|
$
|
411,569
|
|
Working capital
|
$
|
237,558
|
|
|
$
|
266,298
|
|
|
$
|
224,785
|
|
|
$
|
219,176
|
|
|
$
|
150,700
|
|
Total Brooks Automation, Inc. stockholders’ equity
|
$
|
631,956
|
|
|
$
|
648,666
|
|
|
$
|
518,347
|
|
|
$
|
387,631
|
|
|
$
|
317,376
|
|
|
Year Ended September 30, 2013
|
||||||||||||||
|
First
Quarter(8)
|
|
Second
Quarter(8)
|
|
Third
Quarter(8)
|
|
Fourth
Quarter(8)(9)
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
98,025
|
|
|
$
|
116,619
|
|
|
$
|
118,072
|
|
|
$
|
118,236
|
|
Gross profit
|
$
|
29,158
|
|
|
$
|
36,612
|
|
|
$
|
39,686
|
|
|
$
|
40,526
|
|
Net income (loss)
|
$
|
(9,219
|
)
|
|
$
|
(511
|
)
|
|
$
|
1,568
|
|
|
$
|
6,012
|
|
Net income (loss) attributable to Brooks Automation, Inc.
|
$
|
(9,236
|
)
|
|
$
|
(538
|
)
|
|
$
|
1,544
|
|
|
$
|
6,015
|
|
Basic net income (loss) per share attributable to Brooks Automation, Inc. common stockholders
|
$
|
(0.14
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
|
$
|
0.09
|
|
Diluted net income (loss) per share attributable to Brooks Automation, Inc. common stockholders
|
$
|
(0.14
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
|
$
|
0.09
|
|
|
Year Ended September 30, 2012
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter(5)
|
|
Third
Quarter(5)
|
|
Fourth
Quarter(5)(6)(7)
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
120,228
|
|
|
$
|
139,337
|
|
|
$
|
140,437
|
|
|
$
|
119,449
|
|
Gross profit
|
$
|
40,357
|
|
|
$
|
48,282
|
|
|
$
|
46,240
|
|
|
$
|
38,607
|
|
Net income
|
$
|
2,831
|
|
|
$
|
9,726
|
|
|
$
|
8,025
|
|
|
$
|
116,253
|
|
Net income attributable to Brooks Automation, Inc.
|
$
|
2,823
|
|
|
$
|
9,721
|
|
|
$
|
8,028
|
|
|
$
|
116,217
|
|
Basic net income per share attributable to Brooks Automation, Inc. common stockholders
|
$
|
0.04
|
|
|
$
|
0.15
|
|
|
$
|
0.12
|
|
|
$
|
1.78
|
|
Diluted net income per share attributable to Brooks Automation, Inc. common stockholders
|
$
|
0.04
|
|
|
$
|
0.15
|
|
|
$
|
0.12
|
|
|
$
|
1.77
|
|
|
|
|
|
|
(1)
|
Gross profit (loss) includes a $20.9 million impairment of long-lived assets. Income (loss) before income taxes and equity in earnings of joint ventures, net income (loss) and net income (loss) attributable to Brooks Automation, Inc. includes a $71.8 million charge for the impairment of goodwill and a $35.5 million charge for the impairment of long-lived assets.
|
(2)
|
Income (loss) before income taxes and equity in earnings of joint ventures, net income (loss) and net income (loss) attributable to Brooks Automation, Inc. includes a $7.8 million gain on the sale of certain patents and patents pending related to a legacy product line.
|
(3)
|
Amounts include results of operations of RTS Life Science Limited (acquired effective April 1, 2011) and Nexus Biosystems, Inc. (acquired effective July 25, 2011) for the periods subsequent to their acquisition.
|
(4)
|
On June 28, 2011, we disposed of our contract manufacturing business which did not qualify as discontinued operations. As such, the operations prior to the divestiture are included in our results of operations. Income (loss) before income taxes and equity in earnings of joint ventures, net income (loss) and net income (loss) attributable to Brooks Automation, Inc. includes a $45.0 million pre-tax gain on the sale of our contract manufacturing business.
|
(5)
|
Amounts include results of operations of the Celigo
®
product line (acquired December 30, 2011) for the period subsequent to the acquisition.
|
(6)
|
Net income (loss) and net income (loss) attributable to Brooks Automation, Inc. includes a $121.8 million deferred income tax benefit in connection with a reversal of a majority of the valuation allowance against our net deferred tax assets.
|
(7)
|
Income (loss) before income taxes and equity in earnings of joint ventures, net income (loss) and net income (loss) attributable to Brooks Automation, Inc. includes an $8.9 million charge in connection with the settlement of our U.S. defined benefit pension plan.
|
(8)
|
Amounts include results of operations of Crossing Automation Inc. (acquired October 29, 2012) for the period subsequent to the acquisition.
|
(9)
|
Amounts include results of operations of the Matrical, Inc. net assets (acquired August 1, 2013) for the period subsequent to the acquisition.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
RTS Life Sciences (“RTS”), a United Kingdom based provider of automation solutions to the life sciences markets, acquired on April 1, 2011 for $3.4 million, net of cash on hand;
|
•
|
Nexus Biosystems, Inc. (“Nexus”), a California based provider of automation solutions and consumables to the life sciences markets, acquired on July 25, 2011 for $84.9 million, net of cash on hand; and
|
•
|
Matrical, Inc. ("Matrical"), a Washington based provider of biological sample preparation, management and storage solutions to the life sciences markets, acquired on August 1, 2013 for $9.3 million, net of cash on hand.
|
|
Total
|
|
Less than
One Year
|
|
One to
Three Years
|
|
Four to
Five Years
|
|
Thereafter
|
||||||||||
Operating leases
|
$
|
19,552
|
|
|
$
|
7,199
|
|
|
$
|
9,368
|
|
|
$
|
2,047
|
|
|
$
|
938
|
|
Pension funding
|
1,111
|
|
|
199
|
|
|
398
|
|
|
200
|
|
|
314
|
|
|||||
Purchase commitments and other
|
69,116
|
|
|
67,081
|
|
|
2,035
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
89,779
|
|
|
$
|
74,479
|
|
|
$
|
11,801
|
|
|
$
|
2,247
|
|
|
$
|
1,252
|
|
Declaration Date
|
|
Dividend
per
Share
|
|
Record
Date
|
|
Total
|
|
Payment
Date
|
||||
Year Ended September 30, 2013
|
|
|
|
|
|
|
|
|
||||
November 7, 2012
|
|
$
|
0.08
|
|
|
December 7, 2012
|
|
$
|
5,311
|
|
|
December 28, 2012
|
January 30, 2013
|
|
0.08
|
|
|
March 8, 2013
|
|
5,361
|
|
|
March 29, 2013
|
||
May 8, 2013
|
|
0.08
|
|
|
June 7, 2013
|
|
5,316
|
|
|
June 28, 2013
|
||
August 7, 2013
|
|
0.08
|
|
|
September 6, 2013
|
|
5,340
|
|
|
September 27, 2013
|
||
Year Ended September 30, 2012
|
|
|
|
|
|
|
|
|
||||
November 8, 2011
|
|
$
|
0.08
|
|
|
December 9, 2011
|
|
$
|
5,184
|
|
|
December 30, 2011
|
February 8, 2012
|
|
0.08
|
|
|
March 9, 2012
|
|
5,258
|
|
|
March 30, 2012
|
||
May 9, 2012
|
|
0.08
|
|
|
June 8, 2012
|
|
5,277
|
|
|
June 29, 2012
|
||
August 8, 2012
|
|
0.08
|
|
|
September 7, 2012
|
|
5,234
|
|
|
September 28, 2012
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
September 30,
2013 |
|
September 30,
2012 |
||||
|
(In thousands, except share and per share data)
|
||||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
82,971
|
|
|
$
|
54,639
|
|
Restricted cash
|
177
|
|
|
763
|
|
||
Marketable securities
|
45,900
|
|
|
85,646
|
|
||
Accounts receivable, net
|
77,483
|
|
|
78,855
|
|
||
Inventories
|
97,719
|
|
|
102,985
|
|
||
Deferred tax assets
|
16,839
|
|
|
15,531
|
|
||
Prepaid expenses and other current assets
|
9,030
|
|
|
9,070
|
|
||
Total current assets
|
330,119
|
|
|
347,489
|
|
||
Property, plant and equipment, net
|
47,870
|
|
|
64,478
|
|
||
Long-term marketable securities
|
44,491
|
|
|
59,946
|
|
||
Long-term deferred tax assets
|
99,146
|
|
|
104,626
|
|
||
Goodwill
|
122,030
|
|
|
88,440
|
|
||
Intangible assets, net
|
60,088
|
|
|
39,400
|
|
||
Equity investment in joint ventures
|
25,687
|
|
|
31,428
|
|
||
Other assets
|
7,332
|
|
|
6,153
|
|
||
Total assets
|
$
|
736,763
|
|
|
$
|
741,960
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
35,392
|
|
|
$
|
28,988
|
|
Deferred revenue
|
19,653
|
|
|
9,986
|
|
||
Accrued warranty and retrofit costs
|
7,349
|
|
|
7,329
|
|
||
Accrued compensation and benefits
|
14,225
|
|
|
14,118
|
|
||
Accrued restructuring costs
|
1,412
|
|
|
2,098
|
|
||
Accrued income taxes payable
|
1,077
|
|
|
1,699
|
|
||
Accrued expenses and other current liabilities
|
13,453
|
|
|
16,973
|
|
||
Total current liabilities
|
92,561
|
|
|
81,191
|
|
||
Long-term tax liabilities
|
7,036
|
|
|
6,356
|
|
||
Long-term pension liability
|
815
|
|
|
1,688
|
|
||
Other long-term liabilities
|
3,695
|
|
|
3,424
|
|
||
Total liabilities
|
104,107
|
|
|
92,659
|
|
||
Commitments and contingencies (Note 21)
|
|
|
|
||||
Equity
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 125,000,000 shares authorized, 80,039,104 shares issued and 66,577,235 shares outstanding at September 30, 2013, 79,790,557 shares issued and 66,328,688 shares outstanding at September 30, 2012
|
800
|
|
|
798
|
|
||
Additional paid-in capital
|
1,825,499
|
|
|
1,817,706
|
|
||
Accumulated other comprehensive income
|
22,604
|
|
|
23,642
|
|
||
Treasury stock at cost, 13,461,869 shares
|
(200,956
|
)
|
|
(200,956
|
)
|
||
Accumulated deficit
|
(1,015,991
|
)
|
|
(992,524
|
)
|
||
Total Brooks Automation, Inc. stockholders’ equity
|
631,956
|
|
|
648,666
|
|
||
Noncontrolling interest in subsidiaries
|
700
|
|
|
635
|
|
||
Total equity
|
632,656
|
|
|
649,301
|
|
||
Total liabilities and equity
|
$
|
736,763
|
|
|
$
|
741,960
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
Product
|
$
|
362,404
|
|
|
$
|
431,961
|
|
|
$
|
611,117
|
|
Services
|
88,548
|
|
|
87,490
|
|
|
76,988
|
|
|||
Total revenue
|
450,952
|
|
|
519,451
|
|
|
688,105
|
|
|||
Cost of revenue
|
|
|
|
|
|
||||||
Product
|
243,709
|
|
|
283,377
|
|
|
411,610
|
|
|||
Services
|
61,261
|
|
|
62,588
|
|
|
53,474
|
|
|||
Total cost of revenue
|
304,970
|
|
|
345,965
|
|
|
465,084
|
|
|||
Gross profit
|
145,982
|
|
|
173,486
|
|
|
223,021
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development
|
48,991
|
|
|
47,464
|
|
|
39,846
|
|
|||
Selling, general and administrative
|
99,545
|
|
|
101,223
|
|
|
102,542
|
|
|||
Restructuring and other charges
|
6,465
|
|
|
3,275
|
|
|
1,036
|
|
|||
Pension settlement
|
—
|
|
|
8,937
|
|
|
—
|
|
|||
In-process research and development
|
—
|
|
|
3,026
|
|
|
—
|
|
|||
Total operating expenses
|
155,001
|
|
|
163,925
|
|
|
143,424
|
|
|||
Operating income (loss)
|
(9,019
|
)
|
|
9,561
|
|
|
79,597
|
|
|||
Interest income
|
1,032
|
|
|
1,213
|
|
|
1,153
|
|
|||
Interest expense
|
(2
|
)
|
|
(14
|
)
|
|
(65
|
)
|
|||
Gain on sale of contract manufacturing business
|
—
|
|
|
—
|
|
|
45,009
|
|
|||
Other income, net
|
1,227
|
|
|
660
|
|
|
1,882
|
|
|||
Income (loss) before income taxes and equity in earnings of joint ventures
|
(6,762
|
)
|
|
11,420
|
|
|
127,576
|
|
|||
Income tax provision (benefit)
|
(2,170
|
)
|
|
(123,282
|
)
|
|
1,954
|
|
|||
Income (loss) before equity in earnings of joint ventures
|
(4,592
|
)
|
|
134,702
|
|
|
125,622
|
|
|||
Equity in earnings of joint ventures
|
2,442
|
|
|
2,133
|
|
|
4,815
|
|
|||
Net income (loss)
|
$
|
(2,150
|
)
|
|
$
|
136,835
|
|
|
130,437
|
|
|
Net income attributable to noncontrolling interests
|
(65
|
)
|
|
(46
|
)
|
|
(52
|
)
|
|||
Net income (loss) attributable to Brooks Automation, Inc.
|
$
|
(2,215
|
)
|
|
$
|
136,789
|
|
|
130,385
|
|
|
Basic net income (loss) per share attributable to Brooks Automation, Inc. common stockholders
|
$
|
(0.03
|
)
|
|
$
|
2.10
|
|
|
$
|
2.02
|
|
Diluted net income (loss) per share attributable to Brooks Automation, Inc. common stockholders
|
$
|
(0.03
|
)
|
|
$
|
2.08
|
|
|
$
|
2.01
|
|
Dividend declared per share
|
$
|
0.32
|
|
|
$
|
0.32
|
|
|
$
|
0.08
|
|
Weighted-average shares used in computing earnings (loss) per share
|
|
|
|
|
|
||||||
Basic
|
65,912
|
|
|
65,128
|
|
|
64,549
|
|
|||
Diluted
|
65,912
|
|
|
65,722
|
|
|
65,003
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Net income (loss)
|
$
|
(2,150
|
)
|
|
$
|
136,835
|
|
|
$
|
130,437
|
|
Comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Cumulative translation adjustment
|
(2,113
|
)
|
|
(2,406
|
)
|
|
947
|
|
|||
Unrealized gain (loss) on marketable securities
|
(135
|
)
|
|
393
|
|
|
(445
|
)
|
|||
Unrealized gain on cash flow hedge
|
14
|
|
|
—
|
|
|
—
|
|
|||
Actuarial gain (loss)
|
1,109
|
|
|
(606
|
)
|
|
(1,044
|
)
|
|||
Pension settlement
|
87
|
|
|
8,937
|
|
|
—
|
|
|||
Comprehensive income (loss), net of tax
|
(3,188
|
)
|
|
143,153
|
|
|
129,895
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(65
|
)
|
|
(46
|
)
|
|
(52
|
)
|
|||
Comprehensive income (loss) attributable to Brooks Automation, Inc., net of tax
|
$
|
(3,253
|
)
|
|
$
|
143,107
|
|
|
$
|
129,843
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(2,150
|
)
|
|
$
|
136,835
|
|
|
$
|
130,437
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
24,155
|
|
|
21,620
|
|
|
17,249
|
|
|||
Impairment of assets
|
1,960
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
7,757
|
|
|
8,647
|
|
|
6,752
|
|
|||
Amortization of premium on marketable securities
|
1,274
|
|
|
2,401
|
|
|
2,283
|
|
|||
Undistributed earnings of joint ventures
|
(2,442
|
)
|
|
(2,133
|
)
|
|
(4,815
|
)
|
|||
Deferred income tax benefit
|
(2,936
|
)
|
|
(122,136
|
)
|
|
(276
|
)
|
|||
Pension settlement
|
87
|
|
|
8,937
|
|
|
—
|
|
|||
Gain on sale of contract manufacturing business
|
—
|
|
|
—
|
|
|
(45,009
|
)
|
|||
Loss (gain) on disposal of long-lived assets
|
(1,394
|
)
|
|
(63
|
)
|
|
10
|
|
|||
Changes in operating assets and liabilities, net of acquisitions and disposals:
|
|
|
|
|
|
||||||
Accounts receivable
|
6,422
|
|
|
(784
|
)
|
|
9,916
|
|
|||
Inventories
|
15,490
|
|
|
5,874
|
|
|
(19,131
|
)
|
|||
Prepaid expenses and other current assets
|
4,359
|
|
|
5,801
|
|
|
4,205
|
|
|||
Accounts payable
|
3,123
|
|
|
(11,182
|
)
|
|
(15,099
|
)
|
|||
Deferred revenue
|
8,971
|
|
|
(4,684
|
)
|
|
1,841
|
|
|||
Accrued warranty and retrofit costs
|
(1,806
|
)
|
|
(123
|
)
|
|
(1,420
|
)
|
|||
Accrued compensation and benefits
|
(2,625
|
)
|
|
(4,878
|
)
|
|
1,717
|
|
|||
Accrued restructuring costs
|
(972
|
)
|
|
1,930
|
|
|
(3,212
|
)
|
|||
Accrued pension
|
(950
|
)
|
|
(5,772
|
)
|
|
2,014
|
|
|||
Accrued expenses and other current liabilities
|
(3,934
|
)
|
|
(4,252
|
)
|
|
188
|
|
|||
Net cash provided by operating activities
|
54,389
|
|
|
36,038
|
|
|
87,650
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(3,635
|
)
|
|
(8,653
|
)
|
|
(6,455
|
)
|
|||
Purchases of marketable securities
|
(91,740
|
)
|
|
(132,015
|
)
|
|
(186,718
|
)
|
|||
Sale/maturity of marketable securities
|
145,023
|
|
|
131,317
|
|
|
120,095
|
|
|||
Acquisitions, net of cash acquired
|
(68,331
|
)
|
|
(9,216
|
)
|
|
(88,309
|
)
|
|||
Decrease (increase) in restricted cash
|
586
|
|
|
530
|
|
|
(1,293
|
)
|
|||
Proceeds from the sale of the contract manufacturing business
|
—
|
|
|
—
|
|
|
78,249
|
|
|||
Other investment
|
—
|
|
|
(3,000
|
)
|
|
—
|
|
|||
Proceeds from the sale of property, plant and equipment
|
14,082
|
|
|
—
|
|
|
—
|
|
|||
Payment of deferred leasing cost
|
(3,134
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
181
|
|
|||
Net cash used in investing activities
|
(7,149
|
)
|
|
(21,037
|
)
|
|
(84,250
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock, net of issuance costs
|
1,851
|
|
|
1,705
|
|
|
1,358
|
|
|||
Common stock dividend paid
|
(21,328
|
)
|
|
(20,953
|
)
|
|
(5,180
|
)
|
|||
Net cash used in financing activities
|
(19,477
|
)
|
|
(19,248
|
)
|
|
(3,822
|
)
|
|||
Effects of exchange rate changes on cash and cash equivalents
|
569
|
|
|
53
|
|
|
(568
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
28,332
|
|
|
(4,194
|
)
|
|
(990
|
)
|
|||
Cash and cash equivalents, beginning of year
|
54,639
|
|
|
58,833
|
|
|
59,823
|
|
|||
Cash and cash equivalents, end of year
|
$
|
82,971
|
|
|
$
|
54,639
|
|
|
$
|
58,833
|
|
Supplemental disclosures:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
2
|
|
|
$
|
14
|
|
|
$
|
65
|
|
Cash paid (refunded) during the year for income taxes, net
|
$
|
(762
|
)
|
|
$
|
4,282
|
|
|
$
|
1,042
|
|
|
Common
Stock Shares |
|
Common
Stock at Par Value |
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Income |
|
Accumulated
Deficit |
|
Treasury
Stock |
|
Total
Brooks Automation, Inc. Stockholders’ Equity |
|
Noncontrolling
Interests in Subsidiaries |
|
Total
Equity |
|||||||||||||||||
|
(In thousands, except share data)
|
|||||||||||||||||||||||||||||||||
Balance September 30, 2010
|
78,869,331
|
|
|
$
|
789
|
|
|
$
|
1,803,121
|
|
|
$
|
17,866
|
|
|
$
|
(1,233,188
|
)
|
|
$
|
(200,956
|
)
|
|
$
|
387,632
|
|
|
$
|
537
|
|
|
$
|
388,169
|
|
Shares issued under stock option, restricted stock and purchase plans, net
|
867,858
|
|
|
8
|
|
|
(586
|
)
|
|
|
|
|
|
|
|
|
|
|
(578
|
)
|
|
|
|
|
(578
|
)
|
||||||||
Stock-based compensation
|
|
|
|
|
|
|
6,752
|
|
|
|
|
|
|
|
|
|
|
|
6,752
|
|
|
|
|
|
6,752
|
|
||||||||
Common stock dividend declared
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,302
|
)
|
|
|
|
|
(5,302
|
)
|
|
|
|
|
(5,302
|
)
|
||||||||
Net income
|
|
|
|
|
|
|
|
|
130,385
|
|
|
|
|
130,385
|
|
|
52
|
|
|
130,437
|
|
|||||||||||||
Currency translation adjustments
|
|
|
|
|
|
|
|
|
|
947
|
|
|
|
|
|
|
|
|
947
|
|
|
|
|
|
947
|
|
||||||||
Changes in unrealized loss on marketable securities
|
|
|
|
|
|
|
|
|
|
(445
|
)
|
|
|
|
|
|
|
|
(445
|
)
|
|
|
|
|
(445
|
)
|
||||||||
Actuarial loss arising in the year
|
|
|
|
|
|
|
|
|
|
(1,044
|
)
|
|
|
|
|
|
|
|
(1,044
|
)
|
|
|
|
|
(1,044
|
)
|
||||||||
Balance September 30, 2011
|
79,737,189
|
|
|
797
|
|
|
1,809,287
|
|
|
17,324
|
|
|
(1,108,105
|
)
|
|
(200,956
|
)
|
|
518,347
|
|
|
589
|
|
|
518,936
|
|
||||||||
Shares issued under stock option, restricted stock and purchase plans, net
|
53,368
|
|
|
1
|
|
|
(228
|
)
|
|
|
|
|
|
|
|
|
|
|
(227
|
)
|
|
|
|
|
(227
|
)
|
||||||||
Stock-based compensation
|
|
|
|
|
|
|
8,647
|
|
|
|
|
|
|
|
|
|
|
|
8,647
|
|
|
|
|
|
8,647
|
|
||||||||
Common stock dividend declared
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,208
|
)
|
|
|
|
|
(21,208
|
)
|
|
|
|
|
(21,208
|
)
|
||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
136,789
|
|
|
|
|
|
136,789
|
|
|
46
|
|
|
136,835
|
|
||||||||
Currency translation adjustments
|
|
|
|
|
|
|
|
|
|
(2,406
|
)
|
|
|
|
|
|
|
|
(2,406
|
)
|
|
|
|
|
(2,406
|
)
|
||||||||
Changes in unrealized gain on marketable securities
|
|
|
|
|
|
|
|
|
|
393
|
|
|
|
|
|
|
|
|
393
|
|
|
|
|
|
393
|
|
||||||||
Actuarial loss arising in the year
|
|
|
|
|
|
|
|
|
|
(606
|
)
|
|
|
|
|
|
|
|
(606
|
)
|
|
|
|
|
(606
|
)
|
||||||||
Recognition of pension settlement in earnings
|
|
|
|
|
|
|
|
|
|
8,937
|
|
|
|
|
|
|
|
|
8,937
|
|
|
|
|
|
8,937
|
|
||||||||
Balance September 30, 2012
|
79,790,557
|
|
|
798
|
|
|
1,817,706
|
|
|
23,642
|
|
|
(992,524
|
)
|
|
(200,956
|
)
|
|
648,666
|
|
|
635
|
|
|
649,301
|
|
||||||||
Shares issued under stock option, restricted stock and purchase plans, net
|
248,547
|
|
|
2
|
|
|
186
|
|
|
|
|
|
|
|
|
|
|
|
188
|
|
|
|
|
|
188
|
|
||||||||
Stock-based compensation
|
|
|
|
|
|
|
7,607
|
|
|
|
|
|
|
|
|
|
|
|
7,607
|
|
|
|
|
|
7,607
|
|
||||||||
Common stock dividend declared
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,252
|
)
|
|
|
|
|
(21,252
|
)
|
|
|
|
|
(21,252
|
)
|
||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,215
|
)
|
|
|
|
|
(2,215
|
)
|
|
65
|
|
|
(2,150
|
)
|
||||||||
Currency translation adjustments
|
|
|
|
|
|
|
|
|
|
(2,113
|
)
|
|
|
|
|
|
|
|
(2,113
|
)
|
|
|
|
|
(2,113
|
)
|
||||||||
Changes in unrealized loss on marketable securities, net of tax of $79
|
|
|
|
|
|
|
|
|
|
(135
|
)
|
|
|
|
|
|
|
|
(135
|
)
|
|
|
|
|
(135
|
)
|
||||||||
Changes in unrealized gain on cash flow hedges, net of tax of $9
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
14
|
|
||||||||
Actuarial gain arising in the year, net of tax of $360
|
|
|
|
|
|
|
|
|
|
1,109
|
|
|
|
|
|
|
|
|
1,109
|
|
|
|
|
|
1,109
|
|
||||||||
Recognition of pension settlement in earnings
|
|
|
|
|
|
|
|
|
|
87
|
|
|
|
|
|
|
|
87
|
|
|
|
|
|
87
|
|
|||||||||
Balance September 30, 2013
|
80,039,104
|
|
|
$
|
800
|
|
|
$
|
1,825,499
|
|
|
$
|
22,604
|
|
|
$
|
(1,015,991
|
)
|
|
$
|
(200,956
|
)
|
|
$
|
631,956
|
|
|
$
|
700
|
|
|
$
|
632,656
|
|
Buildings
|
20 - 40 years
|
Computer equipment and software
|
2 - 7 years
|
Machinery and equipment
|
2 - 10 years
|
Furniture and fixtures
|
3 - 10 years
|
Patents
|
7 - 15 years
|
Completed technology
|
2 - 10 years
|
License agreements
|
5 years
|
Trademarks and trade names
|
2 - 6 years
|
Non-competition agreements
|
3 - 5 years
|
Customer relationships
|
4 - 13 years
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Restricted stock
|
$
|
7,261
|
|
|
$
|
8,098
|
|
|
$
|
6,248
|
|
Employee stock purchase plan
|
496
|
|
|
549
|
|
|
504
|
|
|||
|
$
|
7,757
|
|
|
$
|
8,647
|
|
|
$
|
6,752
|
|
|
Year ended September 30,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Risk-free interest rate
|
0.1
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
Volatility
|
32
|
%
|
|
45
|
%
|
|
50
|
%
|
Expected life
|
6 months
|
|
|
6 months
|
|
|
6 months
|
|
Dividend yield
|
3.30% - 3.40%
|
|
|
2.75% - 3.30%
|
|
|
0% - 3%
|
|
Accounts receivable
|
$
|
636
|
|
Inventory
|
2,095
|
|
|
Prepaid and other current assets
|
103
|
|
|
Property, plant and equipment
|
534
|
|
|
Completed technology
|
500
|
|
|
Customer relationships
|
1,500
|
|
|
Goodwill
|
7,137
|
|
|
Debt
|
(902
|
)
|
|
Accounts payable
|
(294
|
)
|
|
Deferred revenue
|
(412
|
)
|
|
Customer deposits
|
(1,249
|
)
|
|
Other current liabilities
|
(322
|
)
|
|
Total purchase price, net of cash acquired
|
$
|
9,326
|
|
Accounts receivable
|
$
|
5,356
|
|
Inventory
|
8,668
|
|
|
Prepaid expenses
|
1,968
|
|
|
Property, plant and equipment
|
2,270
|
|
|
Completed technology
|
10,530
|
|
|
Customer relationships
|
20,010
|
|
|
Goodwill
|
26,453
|
|
|
Other long term assets
|
885
|
|
|
Accounts payable
|
(3,024
|
)
|
|
Accrued liabilities
|
(5,172
|
)
|
|
Deferred revenue
|
(319
|
)
|
|
Other current liabilities
|
(388
|
)
|
|
Other long-term liabilities
|
(8,232
|
)
|
|
Total purchase price, net of cash acquired
|
$
|
59,005
|
|
|
Year ended September 30,
|
||||||
|
2013
|
|
2012
|
||||
Revenue
|
$
|
453,045
|
|
|
$
|
570,864
|
|
Net income (loss) attributable to Brooks Automation, Inc.
|
(3,216
|
)
|
|
135,245
|
|
Accounts receivable
|
$
|
897
|
|
Inventory
|
1,139
|
|
|
Property, plant and equipment
|
202
|
|
|
Completed technology
|
3,540
|
|
|
Trademarks and trade names
|
70
|
|
|
Goodwill
|
3,713
|
|
|
Accounts payable
|
(13
|
)
|
|
Deferred revenue
|
(326
|
)
|
|
Other current liabilities
|
(6
|
)
|
|
Total purchase price, net of cash acquired
|
$
|
9,216
|
|
Accounts receivable
|
$
|
5,708
|
|
Inventory
|
7,481
|
|
|
Other current assets
|
4,522
|
|
|
Property, plant and equipment
|
12,527
|
|
|
Completed technology
|
6,000
|
|
|
Customer relationships
|
31,000
|
|
|
Trademarks and trade names
|
100
|
|
|
Goodwill
|
33,033
|
|
|
Accounts payable and accrued expenses
|
(6,563
|
)
|
|
Deferred revenue
|
(3,692
|
)
|
|
Other current liabilities
|
(1,534
|
)
|
|
Deferred tax liabilities
|
(2,584
|
)
|
|
Other long-term liabilities
|
(1,070
|
)
|
|
Total purchase price, net of cash acquired
|
$
|
84,928
|
|
|
Year Ended
September 30, |
||
|
2011
|
||
Revenue
|
$
|
720,989
|
|
Net income attributable to Brooks Automation, Inc.
|
124,114
|
|
Accounts receivable
|
$
|
3,156
|
|
Inventory
|
1,668
|
|
|
Other current assets
|
1,008
|
|
|
Property, plant and equipment
|
860
|
|
|
Completed technology
|
1,524
|
|
|
Customer relationships
|
577
|
|
|
Trademarks and trade names
|
64
|
|
|
Goodwill
|
3,556
|
|
|
Accounts payable
|
(1,397
|
)
|
|
Deferred revenue
|
(5,232
|
)
|
|
Other current liabilities
|
(2,403
|
)
|
|
Total purchase price, net of cash acquired
|
$
|
3,381
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
September 30, 2013:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
19,528
|
|
|
$
|
6
|
|
|
$
|
(13
|
)
|
|
$
|
19,521
|
|
Corporate securities
|
35,045
|
|
|
11
|
|
|
(47
|
)
|
|
35,009
|
|
||||
Mortgage-backed securities
|
1,093
|
|
|
25
|
|
|
(1
|
)
|
|
1,117
|
|
||||
Other debt securities
|
88
|
|
|
—
|
|
|
—
|
|
|
88
|
|
||||
Municipal securities
|
25,199
|
|
|
15
|
|
|
(7
|
)
|
|
25,207
|
|
||||
Bank certificate of deposits
|
9,451
|
|
|
—
|
|
|
(2
|
)
|
|
9,449
|
|
||||
|
$
|
90,404
|
|
|
$
|
57
|
|
|
$
|
(70
|
)
|
|
$
|
90,391
|
|
September 30, 2012:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
41,202
|
|
|
$
|
15
|
|
|
$
|
(2
|
)
|
|
$
|
41,215
|
|
Corporate securities
|
64,102
|
|
|
138
|
|
|
(16
|
)
|
|
64,224
|
|
||||
Mortgage-backed securities
|
1,310
|
|
|
42
|
|
|
(1
|
)
|
|
1,351
|
|
||||
Other debt securities
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||
Municipal securities
|
34,777
|
|
|
25
|
|
|
(1
|
)
|
|
34,801
|
|
||||
Bank certificate of deposits
|
3,987
|
|
|
1
|
|
|
—
|
|
|
3,988
|
|
||||
|
$
|
145,391
|
|
|
$
|
221
|
|
|
$
|
(20
|
)
|
|
$
|
145,592
|
|
|
Fair Value
|
||
Due in one year or less
|
$
|
45,900
|
|
Due after one year through five years
|
41,194
|
|
|
Due after ten years
|
3,297
|
|
|
|
$
|
90,391
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
September 30,
2013 |
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
7,754
|
|
|
$
|
6,152
|
|
|
$
|
1,602
|
|
|
$
|
—
|
|
Available-for-sale securities
|
|
90,391
|
|
|
2,199
|
|
|
88,192
|
|
|
—
|
|
||||
Foreign exchange contracts
|
|
31
|
|
|
—
|
|
|
31
|
|
|
|
|||||
Total Assets
|
|
$
|
98,176
|
|
|
$
|
8,351
|
|
|
$
|
89,825
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
September 30,
2012 |
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
17,508
|
|
|
$
|
17,508
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale securities
|
|
145,592
|
|
|
60,231
|
|
|
85,361
|
|
|
—
|
|
||||
Foreign exchange contracts
|
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
||||
Total Assets
|
|
$
|
163,110
|
|
|
$
|
77,739
|
|
|
$
|
85,371
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Buildings and land
|
$
|
38,539
|
|
|
$
|
55,352
|
|
Computer equipment and software
|
72,927
|
|
|
70,719
|
|
||
Machinery and equipment
|
55,375
|
|
|
51,813
|
|
||
Furniture and fixtures
|
10,298
|
|
|
10,908
|
|
||
Leasehold improvements
|
16,522
|
|
|
18,938
|
|
||
Capital projects in progress
|
2,098
|
|
|
2,614
|
|
||
|
195,759
|
|
|
210,344
|
|
||
Less accumulated depreciation and amortization
|
(147,889
|
)
|
|
(145,866
|
)
|
||
Property, plant and equipment, net
|
$
|
47,870
|
|
|
$
|
64,478
|
|
|
Brooks
Product
Solutions
|
|
Brooks
Global
Services
|
|
Brooks
Life Science
Systems
|
|
Contract Manufacturing
|
|
Other
|
|
Total
|
||||||||||||
Gross goodwill at September 30, 2011
|
$
|
485,844
|
|
|
$
|
151,238
|
|
|
$
|
36,589
|
|
|
$
|
18,593
|
|
|
$
|
7,421
|
|
|
$
|
699,685
|
|
Acquisitions and adjustments during fiscal 2012
|
—
|
|
|
—
|
|
|
3,713
|
|
|
—
|
|
|
—
|
|
|
3,713
|
|
||||||
Gross goodwill at September 30, 2012
|
485,844
|
|
|
151,238
|
|
|
40,302
|
|
|
18,593
|
|
|
7,421
|
|
|
703,398
|
|
||||||
Acquisitions and adjustments during fiscal 2013
|
20,899
|
|
|
5,554
|
|
|
7,137
|
|
|
—
|
|
|
—
|
|
|
33,590
|
|
||||||
Gross goodwill at September 30, 2013
|
$
|
506,743
|
|
|
$
|
156,792
|
|
|
$
|
47,439
|
|
|
$
|
18,593
|
|
|
$
|
7,421
|
|
|
$
|
736,988
|
|
Accumulated goodwill impairments at September 30, 2011
|
$
|
(437,706
|
)
|
|
$
|
(151,238
|
)
|
|
$
|
—
|
|
|
$
|
(18,593
|
)
|
|
$
|
(7,421
|
)
|
|
$
|
(614,958
|
)
|
Impairments recorded during fiscal 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accumulated goodwill impairments at September 30, 2012
|
(437,706
|
)
|
|
(151,238
|
)
|
|
—
|
|
|
(18,593
|
)
|
|
(7,421
|
)
|
|
(614,958
|
)
|
||||||
Impairments recorded during fiscal 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accumulated goodwill impairments at September 30, 2013
|
$
|
(437,706
|
)
|
|
$
|
(151,238
|
)
|
|
$
|
—
|
|
|
$
|
(18,593
|
)
|
|
$
|
(7,421
|
)
|
|
$
|
(614,958
|
)
|
Goodwill, less accumulated impairments at September 30, 2012
|
$
|
48,138
|
|
|
$
|
—
|
|
|
$
|
40,302
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88,440
|
|
Goodwill, less accumulated impairments at September 30, 2013
|
$
|
69,037
|
|
|
$
|
5,554
|
|
|
$
|
47,439
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122,030
|
|
|
Year Ended September 30, 2013
|
||
Reported as cost of revenue:
|
|
||
Completed technology intangible asset impairment
|
$
|
1,910
|
|
Reported as selling, general and administrative expense:
|
|
||
Trademarks and trade name intangible asset impairment
|
50
|
|
|
Total impairment charges
|
$
|
1,960
|
|
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization |
|
Net Book
Value |
|
Cost
|
|
Accumulated
Amortization |
|
Net Book
Value |
||||||||||||
Patents
|
$
|
7,808
|
|
|
$
|
7,196
|
|
|
$
|
612
|
|
|
$
|
7,808
|
|
|
$
|
7,093
|
|
|
$
|
715
|
|
Completed technology
|
65,594
|
|
|
48,898
|
|
|
16,696
|
|
|
54,583
|
|
|
42,751
|
|
|
11,832
|
|
||||||
Trademarks and trade names
|
4,013
|
|
|
4,003
|
|
|
10
|
|
|
4,014
|
|
|
3,880
|
|
|
134
|
|
||||||
Customer relationships
|
70,490
|
|
|
27,720
|
|
|
42,770
|
|
|
48,654
|
|
|
21,935
|
|
|
26,719
|
|
||||||
|
$
|
147,905
|
|
|
$
|
87,817
|
|
|
$
|
60,088
|
|
|
$
|
115,059
|
|
|
$
|
75,659
|
|
|
$
|
39,400
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net (loss) income attributable to Brooks Automation, Inc.
|
$
|
(2,215
|
)
|
|
$
|
136,789
|
|
|
$
|
130,385
|
|
Weighted average common shares outstanding used in computing basic earnings per share
|
65,912
|
|
|
65,128
|
|
|
64,549
|
|
|||
Dilutive common stock options and restricted stock awards
|
—
|
|
|
594
|
|
|
454
|
|
|||
Weighted average common shares outstanding used in computing diluted earnings per share
|
65,912
|
|
|
65,722
|
|
|
65,003
|
|
|||
Basic net (loss) income per share attributable to Brooks Automation, Inc. common stockholders
|
$
|
(0.03
|
)
|
|
$
|
2.10
|
|
|
$
|
2.02
|
|
Diluted net (loss) income per share attributable to Brooks Automation, Inc. common stockholders
|
$
|
(0.03
|
)
|
|
$
|
2.08
|
|
|
$
|
2.01
|
|
Buy Currency
|
|
Notional Amount
of Buy Currency in U.S. Dollars |
|
Sell Currency
|
|
Maturity
|
|
Notional Amount
of Sell Currency in U.S. Dollars |
|
Fair Value of
Assets |
|
Fair Value of
Liabilities |
||||||||
U.S. Dollar
|
|
$
|
2,770
|
|
|
Japanese Yen
|
|
October 2013 to December 2013
|
|
$
|
2,762
|
|
|
$
|
8
|
|
|
$
|
—
|
|
Korean Won
|
|
686
|
|
|
U.S. Dollar
|
|
October 2013
|
|
688
|
|
|
—
|
|
|
2
|
|
||||
U.S. Dollar
|
|
301
|
|
|
Israeli Shekel
|
|
October 2013
|
|
304
|
|
|
—
|
|
|
3
|
|
||||
U.S. Dollar
|
|
231
|
|
|
Singapore Dollar
|
|
October 2013
|
|
231
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
3,988
|
|
|
|
|
|
|
$
|
3,985
|
|
|
$
|
8
|
|
|
$
|
5
|
|
Buy Currency
|
|
Notional Amount
of Buy Currency in U.S. Dollars |
|
Sell Currency
|
|
Maturity
|
|
Notional Amount
of Sell Currency in U.S. Dollars |
|
Fair Value of
Assets |
|
Fair Value of
Liabilities |
||||||||
U.S. Dollar
|
|
$
|
2,791
|
|
|
Taiwan Dollar
|
|
October 2012
|
|
$
|
2,786
|
|
|
$
|
5
|
|
|
$
|
—
|
|
U.S. Dollar
|
|
1,842
|
|
|
Israeli Shekel
|
|
October 2012
|
|
1,854
|
|
|
—
|
|
|
12
|
|
||||
U.S. Dollar
|
|
1,058
|
|
|
Singapore Dollar
|
|
October 2012
|
|
1,056
|
|
|
2
|
|
|
—
|
|
||||
U.S. Dollar
|
|
806
|
|
|
Korean Won
|
|
October 2012
|
|
803
|
|
|
3
|
|
|
—
|
|
||||
U.S. Dollar
|
|
611
|
|
|
Japanese Yen
|
|
October 2012
|
|
611
|
|
|
—
|
|
|
—
|
|
||||
U.S. Dollar
|
|
524
|
|
|
British Pound
|
|
October 2012
|
|
525
|
|
|
—
|
|
|
1
|
|
||||
|
|
$
|
7,632
|
|
|
|
|
|
|
$
|
7,635
|
|
|
$
|
10
|
|
|
$
|
13
|
|
Buy Currency
|
|
Notional Amount
of Buy Currency in U.S. Dollars |
|
Sell Currency
|
|
Maturity
|
|
Notional Amount
of Sell Currency in U.S. Dollars |
|
Fair Value of
Assets |
|
Fair Value of
Liabilities |
||||||||
U.S. Dollar
|
|
$
|
2,037
|
|
|
Japanese Yen
|
|
April 2014
|
|
$
|
2,014
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
Year Ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Current income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
16
|
|
State
|
70
|
|
|
213
|
|
|
1,356
|
|
|||
Foreign
|
681
|
|
|
(1,374
|
)
|
|
858
|
|
|||
Total current income tax provision (benefit)
|
766
|
|
|
(1,146
|
)
|
|
2,230
|
|
|||
Deferred income tax (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
(2,523
|
)
|
|
(118,432
|
)
|
|
—
|
|
|||
State
|
(90
|
)
|
|
(291
|
)
|
|
—
|
|
|||
Foreign
|
(323
|
)
|
|
(3,413
|
)
|
|
(276
|
)
|
|||
Total deferred income tax (benefit)
|
(2,936
|
)
|
|
(122,136
|
)
|
|
(276
|
)
|
|||
Income tax provision (benefit)
|
$
|
(2,170
|
)
|
|
$
|
(123,282
|
)
|
|
$
|
1,954
|
|
|
Year Ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Income tax provision computed at federal statutory rate
|
$
|
(1,535
|
)
|
|
$
|
4,728
|
|
|
$
|
45,736
|
|
State income taxes, net of federal benefit
|
(8
|
)
|
|
260
|
|
|
1,848
|
|
|||
Foreign income taxed at different rates
|
493
|
|
|
(832
|
)
|
|
(1,546
|
)
|
|||
Dividends
|
115
|
|
|
956
|
|
|
(219
|
)
|
|||
Change in deferred tax asset valuation allowance
|
523
|
|
|
(125,479
|
)
|
|
(42,608
|
)
|
|||
Reduction in uncertain tax positions
|
(1,022
|
)
|
|
(3,732
|
)
|
|
(3,719
|
)
|
|||
Nondeductible compensation
|
474
|
|
|
1,339
|
|
|
295
|
|
|||
Tax credits generated
|
(2,002
|
)
|
|
(1,195
|
)
|
|
(1,179
|
)
|
|||
Travel and entertainment
|
124
|
|
|
139
|
|
|
119
|
|
|||
Merger costs
|
251
|
|
|
—
|
|
|
315
|
|
|||
Other
|
417
|
|
|
534
|
|
|
2,912
|
|
|||
Income tax provision (benefit)
|
$
|
(2,170
|
)
|
|
$
|
(123,282
|
)
|
|
$
|
1,954
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Accruals and reserves not currently deductible
|
$
|
11,050
|
|
|
$
|
10,489
|
|
Federal, state and foreign tax credits
|
20,084
|
|
|
18,963
|
|
||
Other assets
|
1,859
|
|
|
1,655
|
|
||
Net operating loss carryforwards
|
101,717
|
|
|
101,713
|
|
||
Inventory reserves and valuation
|
9,052
|
|
|
8,790
|
|
||
Deferred tax assets
|
143,762
|
|
|
141,610
|
|
||
Depreciation and intangible amortization
|
12,208
|
|
|
5,418
|
|
||
Deferred tax liabilities
|
12,208
|
|
|
5,418
|
|
||
Valuation allowance
|
(16,509
|
)
|
|
(16,035
|
)
|
||
Net deferred tax asset
|
$
|
115,045
|
|
|
$
|
120,157
|
|
|
Unrecognized Tax
Benefit |
|
Interest
and Penalties |
|
Total
|
||||||
Balance at October 1, 2010
|
$
|
12,816
|
|
|
$
|
2,152
|
|
|
$
|
14,968
|
|
Additions for tax positions of prior years
|
184
|
|
|
447
|
|
|
631
|
|
|||
Additions for tax positions related to current year
|
242
|
|
|
—
|
|
|
242
|
|
|||
Reductions from lapses in statutes of limitations
|
(961
|
)
|
|
—
|
|
|
(961
|
)
|
|||
Reductions from settlements with taxing authorities
|
(3,392
|
)
|
|
(610
|
)
|
|
(4,002
|
)
|
|||
Foreign exchange rate adjustment
|
122
|
|
|
—
|
|
|
122
|
|
|||
Balance at September 30, 2011
|
9,011
|
|
|
1,989
|
|
|
11,000
|
|
|||
Additions for tax positions of prior years
|
242
|
|
|
247
|
|
|
489
|
|
|||
Reductions from lapses in statutes of limitations
|
(3,125
|
)
|
|
(607
|
)
|
|
(3,732
|
)
|
|||
Foreign exchange rate adjustment
|
(167
|
)
|
|
15
|
|
|
(152
|
)
|
|||
Balance at September 30, 2012
|
5,961
|
|
|
1,644
|
|
|
7,605
|
|
|||
Additions for tax positions of prior years
|
—
|
|
|
228
|
|
|
228
|
|
|||
Additions for tax positions related to acquired entities
|
116
|
|
|
—
|
|
|
116
|
|
|||
Reductions from lapses in statutes of limitations
|
(944
|
)
|
|
(78
|
)
|
|
(1,022
|
)
|
|||
Foreign exchange rate adjustment
|
14
|
|
|
—
|
|
|
14
|
|
|||
Balance at September 30, 2013
|
$
|
5,147
|
|
|
$
|
1,794
|
|
|
$
|
6,941
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Benefit obligation at beginning of year
|
$
|
10,181
|
|
|
$
|
28,068
|
|
Service cost
|
604
|
|
|
787
|
|
||
Interest cost
|
148
|
|
|
984
|
|
||
Actuarial (gain) loss
|
(670
|
)
|
|
1,235
|
|
||
Benefits paid
|
(1,421
|
)
|
|
(2,203
|
)
|
||
Settlement loss
|
—
|
|
|
1,040
|
|
||
Settlements paid
|
(1,383
|
)
|
|
(18,928
|
)
|
||
Curtailment gain
|
(500
|
)
|
|
—
|
|
||
Foreign currency translation
|
148
|
|
|
(802
|
)
|
||
Benefit obligation at end of year
|
$
|
7,107
|
|
|
$
|
10,181
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Fair value of assets at beginning of year
|
$
|
8,015
|
|
|
$
|
20,173
|
|
Actual return on plan assets
|
304
|
|
|
1,446
|
|
||
Disbursements
|
(1,573
|
)
|
|
(2,463
|
)
|
||
Employer contributions
|
292
|
|
|
7,684
|
|
||
Employee contributions
|
194
|
|
|
334
|
|
||
Settlements paid
|
(1,383
|
)
|
|
(18,928
|
)
|
||
Foreign currency translation
|
147
|
|
|
(231
|
)
|
||
Fair value of assets at end of year
|
$
|
5,996
|
|
|
$
|
8,015
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Funded status/accrued benefit liability
|
$
|
(1,111
|
)
|
|
$
|
(2,166
|
)
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Accrued compensation and benefits
|
$
|
296
|
|
|
$
|
478
|
|
Long-term pension liability
|
815
|
|
|
1,688
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Service cost
|
$
|
604
|
|
|
$
|
787
|
|
|
$
|
216
|
|
Interest cost
|
148
|
|
|
984
|
|
|
796
|
|
|||
Expected return on assets
|
(247
|
)
|
|
(1,072
|
)
|
|
(764
|
)
|
|||
Amortization of losses
|
4
|
|
|
620
|
|
|
458
|
|
|||
Other
|
160
|
|
|
—
|
|
|
—
|
|
|||
Net periodic pension cost
|
669
|
|
|
1,319
|
|
|
706
|
|
|||
Settlement loss
|
87
|
|
|
8,937
|
|
|
—
|
|
|||
Total pension cost
|
$
|
756
|
|
|
$
|
10,256
|
|
|
$
|
706
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Net (gain) loss
|
$
|
(791
|
)
|
|
$
|
1,226
|
|
Amortization of net loss
|
(3
|
)
|
|
(620
|
)
|
||
Curtailment loss
|
(675
|
)
|
|
—
|
|
||
Settlement loss
|
(87
|
)
|
|
(8,937
|
)
|
||
Total recognized in other comprehensive income (loss)
|
(1,556
|
)
|
|
(8,331
|
)
|
||
Total recognized in net periodic pension cost and other comprehensive income (loss)
|
$
|
(887
|
)
|
|
$
|
(7,012
|
)
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Projected benefit obligation
|
$
|
7,107
|
|
|
$
|
10,181
|
|
Accumulated benefit obligation
|
6,272
|
|
|
8,906
|
|
||
Fair value of plan assets
|
5,996
|
|
|
8,015
|
|
|
Year Ended September 30,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Discount rate
|
2.15
|
%
|
|
3.51
|
%
|
|
3.99
|
%
|
Expected return on plan assets
|
2.17
|
%
|
|
2.18
|
%
|
|
4.68
|
%
|
Rate of compensation increase
|
1.89
|
%
|
|
1.84
|
%
|
|
1.79
|
%
|
|
Year Ended September 30,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Discount rate
|
2.15
|
%
|
|
1.89
|
%
|
|
3.76
|
%
|
Rate of compensation increase
|
1.89
|
%
|
|
1.84
|
%
|
|
1.79
|
%
|
|
As of September 30, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Swiss Life collective foundation
|
$
|
—
|
|
|
$
|
5,474
|
|
|
$
|
—
|
|
|
$
|
5,474
|
|
Taiwan collective trust
|
—
|
|
|
522
|
|
|
—
|
|
|
522
|
|
||||
Total
|
$
|
—
|
|
|
$
|
5,996
|
|
|
$
|
—
|
|
|
$
|
5,996
|
|
2014
|
$
|
232
|
|
2015
|
56
|
|
|
2016
|
57
|
|
|
2017
|
58
|
|
|
2018
|
59
|
|
|
2019-2023
|
583
|
|
|
|
Currency Translation Adjustments
|
|
Unrealized Gains (Losses) on Available-for-Sale Securities
|
|
Unrealized Gains on Cash Flow Hedges
|
|
Pension Liability Adjustments
|
|
Total
|
||||||||||
Balance at September 30, 2010
|
|
$
|
25,970
|
|
|
$
|
253
|
|
|
$
|
—
|
|
|
$
|
(8,357
|
)
|
|
$
|
17,866
|
|
Other comprehensive income before reclassifications
|
|
947
|
|
|
(421
|
)
|
|
—
|
|
|
(1,044
|
)
|
|
(518
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||||
Balance at September 30, 2011
|
|
26,917
|
|
|
(192
|
)
|
|
—
|
|
|
(9,401
|
)
|
|
17,324
|
|
|||||
Other comprehensive income before reclassifications
|
|
(2,406
|
)
|
|
408
|
|
|
—
|
|
|
(606
|
)
|
|
(2,604
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
8,937
|
|
|
8,922
|
|
|||||
Balance at September 30, 2012
|
|
24,511
|
|
|
201
|
|
|
—
|
|
|
(1,070
|
)
|
|
23,642
|
|
|||||
Other comprehensive income before reclassifications
|
|
(2,113
|
)
|
|
(114
|
)
|
|
14
|
|
|
1,109
|
|
|
(1,104
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
87
|
|
|
66
|
|
|||||
Balance at September 30, 2013
|
|
$
|
22,398
|
|
|
$
|
66
|
|
|
$
|
14
|
|
|
$
|
126
|
|
|
$
|
22,604
|
|
|
2013
|
|||||||||||
|
Shares
|
|
Weighted-
Average Remaining Contractual Term |
|
Weighted
Average Price |
|
Aggregate
Intrinsic Value (In Thousands) |
|||||
Options outstanding at September 30, 2012
|
193,182
|
|
|
|
|
$
|
13.11
|
|
|
|
||
Exercised
|
(8,600
|
)
|
|
|
|
$
|
7.75
|
|
|
|
||
Forfeited/expired
|
(169,042
|
)
|
|
|
|
$
|
13.13
|
|
|
|
||
Options outstanding at September 30, 2013
|
15,540
|
|
|
0.8 years
|
|
$
|
15.86
|
|
|
$
|
—
|
|
Vested at September 30, 2013
|
15,540
|
|
|
0.8 years
|
|
$
|
15.86
|
|
|
$
|
—
|
|
Options exercisable at September 30, 2013
|
15,540
|
|
|
0.8 years
|
|
$
|
15.86
|
|
|
$
|
—
|
|
Options available for future grant
|
3,259,558
|
|
|
|
|
|
|
|
|
2013
|
|||||
|
Shares
|
|
Weighted
Average Grant-Date Fair Value |
|||
Outstanding at September 30, 2012
|
2,732,448
|
|
|
$
|
10.47
|
|
Awards granted
|
1,471,977
|
|
|
$
|
9.33
|
|
Awards vested
|
(755,187
|
)
|
|
$
|
9.67
|
|
Awards canceled
|
(533,825
|
)
|
|
$
|
11.41
|
|
Outstanding at September 30, 2013
|
2,915,413
|
|
|
$
|
11.25
|
|
|
Fiscal 2013 Activity
|
||||||||||||||
|
Balance
September 30, 2012 |
|
Expense
|
|
Utilization
|
|
Balance
September 30, 2013 |
||||||||
Facilities and other
|
$
|
—
|
|
|
$
|
818
|
|
|
$
|
(663
|
)
|
|
$
|
155
|
|
Workforce-related
|
2,098
|
|
|
5,560
|
|
|
(6,401
|
)
|
|
1,257
|
|
||||
|
$
|
2,098
|
|
|
$
|
6,378
|
|
|
$
|
(7,064
|
)
|
|
$
|
1,412
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fiscal 2012 Activity
|
||||||||||||||
|
Balance
September 30, 2011 |
|
Expense
|
|
Utilization
|
|
Balance
September 30, 2012 |
||||||||
Workforce-related
|
$
|
293
|
|
|
$
|
3,275
|
|
|
$
|
(1,470
|
)
|
|
$
|
2,098
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fiscal 2011 Activity
|
||||||||||||||
|
Balance
September 30, 2010 |
|
Expense
|
|
Utilization
|
|
Balance
September 30, 2011 |
||||||||
Facilities and other
|
$
|
3,509
|
|
|
$
|
310
|
|
|
$
|
(3,819
|
)
|
|
$
|
—
|
|
Workforce-related
|
—
|
|
|
726
|
|
|
(433
|
)
|
|
293
|
|
||||
|
$
|
3,509
|
|
|
$
|
1,036
|
|
|
$
|
(4,252
|
)
|
|
$
|
293
|
|
|
Brooks
Product Solutions |
|
Brooks
Global Services |
|
Brooks
Life Science Systems |
|
Contract Manufacturing
|
|
Total
|
||||||||||
Year ended September 30, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
$
|
317,916
|
|
|
$
|
13,152
|
|
|
$
|
31,336
|
|
|
$
|
—
|
|
|
$
|
362,404
|
|
Services
|
—
|
|
|
76,596
|
|
|
11,952
|
|
|
—
|
|
|
88,548
|
|
|||||
|
$
|
317,916
|
|
|
$
|
89,748
|
|
|
$
|
43,288
|
|
|
$
|
—
|
|
|
$
|
450,952
|
|
Gross profit
|
$
|
104,350
|
|
|
$
|
27,492
|
|
|
$
|
14,140
|
|
|
$
|
—
|
|
|
$
|
145,982
|
|
Segment operating income (loss)
|
$
|
8,509
|
|
|
$
|
10,172
|
|
|
$
|
(12,380
|
)
|
|
$
|
—
|
|
|
$
|
6,301
|
|
Depreciation expense
|
$
|
9,022
|
|
|
$
|
2,746
|
|
|
$
|
2,256
|
|
|
$
|
—
|
|
|
$
|
14,024
|
|
Assets
|
$
|
254,424
|
|
|
$
|
59,875
|
|
|
$
|
105,221
|
|
|
$
|
—
|
|
|
$
|
419,520
|
|
Year ended September 30, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
$
|
380,888
|
|
|
$
|
11,324
|
|
|
$
|
39,749
|
|
|
$
|
—
|
|
|
$
|
431,961
|
|
Services
|
—
|
|
|
74,628
|
|
|
12,862
|
|
|
—
|
|
|
87,490
|
|
|||||
|
$
|
380,888
|
|
|
$
|
85,952
|
|
|
$
|
52,611
|
|
|
$
|
—
|
|
|
$
|
519,451
|
|
Gross profit
|
$
|
127,472
|
|
|
$
|
25,599
|
|
|
$
|
20,415
|
|
|
$
|
—
|
|
|
$
|
173,486
|
|
Segment operating income (loss)
|
$
|
21,319
|
|
|
$
|
9,404
|
|
|
$
|
(3,139
|
)
|
|
$
|
—
|
|
|
$
|
27,584
|
|
Depreciation expense
|
$
|
8,952
|
|
|
$
|
2,344
|
|
|
$
|
2,111
|
|
|
$
|
—
|
|
|
$
|
13,407
|
|
Assets
|
$
|
218,799
|
|
|
$
|
56,120
|
|
|
$
|
107,530
|
|
|
$
|
—
|
|
|
$
|
382,449
|
|
Year ended September 30, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
$
|
451,287
|
|
|
$
|
14,786
|
|
|
$
|
7,715
|
|
|
$
|
137,329
|
|
|
$
|
611,117
|
|
Services
|
—
|
|
|
74,058
|
|
|
2,930
|
|
|
$
|
—
|
|
|
76,988
|
|
||||
|
$
|
451,287
|
|
|
$
|
88,844
|
|
|
$
|
10,645
|
|
|
$
|
137,329
|
|
|
$
|
688,105
|
|
Gross profit
|
$
|
171,801
|
|
|
$
|
31,750
|
|
|
$
|
2,260
|
|
|
$
|
17,210
|
|
|
$
|
223,021
|
|
Segment operating income (loss)
|
$
|
64,921
|
|
|
$
|
13,293
|
|
|
$
|
(4,684
|
)
|
|
$
|
10,649
|
|
|
$
|
84,179
|
|
Depreciation expense
|
$
|
8,597
|
|
|
$
|
2,481
|
|
|
$
|
543
|
|
|
$
|
1,000
|
|
|
$
|
12,621
|
|
Assets
|
$
|
235,322
|
|
|
$
|
52,354
|
|
|
$
|
101,331
|
|
|
$
|
—
|
|
|
$
|
389,007
|
|
|
As of and for the Year Ended
September 30, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Segment operating income
|
$
|
6,301
|
|
|
$
|
27,584
|
|
|
$
|
84,179
|
|
Other unallocated corporate expenses(1)
|
3,002
|
|
|
(1,833
|
)
|
|
1,135
|
|
|||
Amortization of acquired intangible assets
|
5,853
|
|
|
4,618
|
|
|
2,411
|
|
|||
Restructuring and other charges
|
6,465
|
|
|
3,275
|
|
|
1,036
|
|
|||
Pension settlement
|
—
|
|
|
8,937
|
|
|
—
|
|
|||
In-process research and development
|
—
|
|
|
3,026
|
|
|
—
|
|
|||
Total operating income (loss)
|
$
|
(9,019
|
)
|
|
$
|
9,561
|
|
|
$
|
79,597
|
|
Segment assets
|
$
|
419,520
|
|
|
$
|
382,449
|
|
|
|
Cash, cash equivalents, restricted cash and marketable securities
|
173,539
|
|
|
200,994
|
|
|
|
||
Deferred tax assets
|
115,985
|
|
|
120,157
|
|
|
|
||
Investments in joint ventures
|
25,687
|
|
|
31,428
|
|
|
|
||
Other unallocated corporate net assets
|
2,032
|
|
|
6,932
|
|
|
|
||
Total assets
|
$
|
736,763
|
|
|
$
|
741,960
|
|
|
|
(1)
|
Other unallocated corporate expenses for the year ended September 30, 2012 includes a credit of
$3.3 million
related to insurance proceeds received as reimbursement of litigation costs previously incurred.
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Accounts receivable
|
$
|
78,460
|
|
|
$
|
79,706
|
|
Less allowance for doubtful accounts
|
(863
|
)
|
|
(851
|
)
|
||
Less allowance for sales returns
|
(114
|
)
|
|
—
|
|
||
|
$
|
77,483
|
|
|
$
|
78,855
|
|
Description
|
|
Balance at
Beginning of Period |
|
Provisions
|
|
Reversals of
Bad Debt Expense |
|
Write-offs and
Adjustments |
|
Balance at
End of Period |
||||||||||
2013 Allowance for doubtful accounts
|
|
$
|
851
|
|
|
$
|
48
|
|
|
$
|
(143
|
)
|
|
$
|
107
|
|
|
$
|
863
|
|
2012 Allowance for doubtful accounts
|
|
617
|
|
|
367
|
|
|
(130
|
)
|
|
(3
|
)
|
|
851
|
|
|||||
2011 Allowance for doubtful accounts
|
|
491
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
617
|
|
Description
|
Balance at
Beginning of Period |
|
Provisions
|
|
Write-offs and
Adjustments |
|
Balance at
End of Period |
||||||||
2013 Allowance for sales returns
|
$
|
—
|
|
|
$
|
72
|
|
|
$
|
42
|
|
|
$
|
114
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Inventories
|
|
|
|
||||
Raw materials and purchased parts
|
$
|
60,106
|
|
|
$
|
64,732
|
|
Work-in-process
|
20,256
|
|
|
20,800
|
|
||
Finished goods
|
17,357
|
|
|
17,453
|
|
||
|
$
|
97,719
|
|
|
$
|
102,985
|
|
Balance at September 30, 2010
|
$
|
8,195
|
|
Adjustments for acquisitions and divestitures
|
698
|
|
|
Accruals for warranties during the year
|
11,299
|
|
|
Costs incurred during the year
|
(12,754
|
)
|
|
Balance at September 30, 2011
|
7,438
|
|
|
Adjustments for acquisitions and divestitures
|
7
|
|
|
Accruals for warranties during the year
|
13,751
|
|
|
Costs incurred during the year
|
(13,867
|
)
|
|
Balance at September 30, 2012
|
7,329
|
|
|
Adjustments for acquisitions and divestitures
|
1,187
|
|
|
Accruals for warranties during the year
|
10,111
|
|
|
Costs incurred during the year
|
(11,278
|
)
|
|
Balance at September 30, 2013
|
$
|
7,349
|
|
Sale proceeds
|
$
|
11,275
|
|
Net book value of building and land
|
(6,095
|
)
|
|
Deferred leasing costs and other
|
(3,718
|
)
|
|
Direct transaction costs
|
(437
|
)
|
|
Gain on the sale of building and land
|
$
|
1,025
|
|
|
Operating
Leases |
||
Year ended September 30, 2014
|
$
|
7,199
|
|
2015
|
5,084
|
|
|
2016
|
2,728
|
|
|
2017
|
1,557
|
|
|
2018
|
1,359
|
|
|
Thereafter
|
1,625
|
|
|
|
$
|
19,552
|
|
Item 9.
|
Changes In and Disagreements With Accountants on Financial Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Exhibit
No.
|
|
Description
|
|
|
|
3.01
|
|
Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.01 to the Company’s registration statement on Form S-3 (Reg. No. 333-189582), filed on June 25, 2013).
|
|
|
|
3.02
|
|
Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.01 of the Company's current report on Form 8-K, filed on February 11, 2008).
|
|
|
|
4.01
|
|
Specimen Certificate for shares of the Company's common stock (incorporated herein by reference to the Company's registration statement on Form S-3 (Reg. No. 333-88320), filed on May 15, 2002).
|
|
|
|
10.01
|
|
Shareholders’ Agreement, dated as of June 30, 2006, among Yaskawa Electric Corporation, Brooks Automation, Inc. and Yaskawa Brooks Automation, Inc. (incorporated herein by reference to Exhibit 10.01 to the Company's 2010 10-K).
|
|
|
|
10.02
|
|
U.S. Robot Supply Agreement, made as of June 30, 2006, by and between Brooks Automation, Inc. and Yaskawa Electric Corporation (incorporated herein by reference to Exhibit 10.02 to the 2010 10-K).
|
|
|
|
10.03
|
|
Brooks Japan Robot Supply Agreement, made as of June 30, 2006, by and between Yaskawa Brooks Automation, Inc. and Brooks Automation, Inc. (incorporated herein by reference to Exhibit 10.03 to the Company's 2010 10-K).
|
|
|
|
10.04
|
|
Basic agreement between the Company and Ulvac Corporation dated August 17, 1981 (incorporated by reference to Exhibit 10.13 of the registration statement on Form S-2 (Reg. No. 2-84880) filed by Helix Technology Corporation)).
|
|
|
|
10.05
|
|
Form of Indemnification Agreement for directors and officers of the Company (incorporated herein by reference to the Company's registration statement on Form S-1 (Reg. No. 333-87296), filed on December 13, 1994 (the “Brooks S-1”)).
|
|
|
|
10.06
|
|
Retention Agreement dated March 5, 2013 between Brooks Automation, Inc. and Martin S. Headley (incorporated herein by reference to Exhibit 10.01 to the Company's current report on Form 8-K, filed on March 11, 2013).
|
|
|
|
10.07
|
|
Letter Agreement dated June 6, 2013 between Brooks Automation, Inc. and Martin S. Headley (incorporated herein by reference to Exhibit 10.01 to the Company's current report on Form 8-K, filed on June 11, 2013).
|
|
|
|
10.08
|
|
Employment Agreement, effective as of April 5, 2010, by and between Brooks Automation, Inc. and Stephen S. Schwartz (incorporated herein by reference to Exhibit 10.01 to the Company's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2010, filed on May 6, 2010).
|
|
|
|
10.09
|
|
Offer letter dated December 1, 2011 between the Company and Mark D. Morelli (incorporated herein by reference to Exhibit 10.08 to the Company's annual report on Form 10-K for the fiscal year ended September 30, 2012, as filed on November 21, 2012 (“2012 10-K”)).
|
|
|
|
10.10
|
|
Separation Agreement dated November 8, 2012 between the Company and Steven Michaud (incorporated herein by reference to Exhibit 10.09 to the Company's 2012 10-K).
|
|
|
|
10.11
|
|
Offer letter dated September 5, 2013 between the Company and Lindon G. Robertson.
|
|
|
|
10.12
|
|
Transition Agreement entered into on September 25, 2013 between Brooks Automation, Inc. and Thomas R. Leitzke (incorporated herein by reference to Exhibit 10.01 to the Company's current report on Form 8-K, filed on September 30, 2013).
|
|
|
|
10.13
|
|
1995 Employee Stock Purchase Plan, as amended (incorporated herein by reference to Exhibit 10.13 to the Company's 2010 10-K).
|
|
|
|
10.14
|
|
Second Amended and Restated 2000 Equity Incentive Plan, restated as of May 7, 2013 (incorporated herein by reference to Exhibit 10.01 to the Company's current report on Form 8-K, filed on May 9, 2013).
|
|
|
|
10.15
|
|
Helix Technology Corporation 1996 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.1 of the Company's registration statement on Form S-8 (Reg. No. 333-129724), filed on November 16, 2005).
|
|
|
|
10.16
|
|
Helix Technology Corporation Amended and Restated Stock Option Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 4.2 of the Company's registration statement on Form S-8 (Reg. No. 333-129724), filed on November 16, 2005).
|
|
|
|
10.17
|
|
Form of 2000 Equity Incentive Plan New Employee Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.18 to the Company's 2010 10-K).
|
|
|
|
10.18
|
|
Form of 2000 Equity Incentive Plan Existing Employee Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.19 to the Company's 2010 10-K).
|
|
|
|
10.19
|
|
Form of 2000 Equity Incentive Plan Director Stock Option Agreement (incorporated herein by reference to Exhibit 10.20 to the Company's 2010 10-K).
|
|
|
|
10.20
|
|
Form of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.21 to the Company's 2010 10-K).
|
|
|
|
10.21
|
|
Form of Restricted Stock Unit Award Notice (incorporated herein by reference to Exhibit 10.18 to the Company's annual report on Form 10-K for the fiscal year ended September 30, 2011, as filed on November 28, 2011 (“2011 10-K”)) .
|
|
|
|
10.22
|
|
Non-Employee Directors Stock Grant/Restricted Stock Unit Election Form (incorporated herein by reference to Exhibit 10.40 to the Company's 2010 10-K).
|
|
|
|
10.23
|
|
Brooks Automation, Inc. Deferred Compensation Plan, as amended (incorporated herein by reference to Exhibit 10.25 to the Company's 2010 10-K).
|
|
|
|
10.24
|
|
Amendment No. 2008-01 to the Brooks Automation, Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.01 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2008, filed on August 8, 2008).
|
|
|
|
10.25
|
|
Lease between the Company and BerCar II, LLC for 12 Elizabeth Drive, Chelmsford, Massachusetts dated October 23, 2002 (incorporated herein by reference to Exhibit 10.28 to the Company's 2008 10-K).
|
|
|
|
10.26
|
|
First Amendment to Lease between the Company and BerCar II, LLC for 12 Elizabeth Drive, Chelmsford, Massachusetts dated November 1, 2002 (incorporated herein by reference to Exhibit 10.29 to the Company's 2008 10-K).
|
|
|
|
10.27
|
|
Lease, dated May 14, 1999, between MUM IV, LLC as Lessor and the Company as Lessee (incorporated herein by reference to Exhibit 10.30 to the 2010 10-K).
|
|
|
|
10.28
|
|
Factory Lease Advanced Agreement among Sang Chul Park, Young Ja Kim, Joon Ho Park, Brooks Automation Asia, Ltd. and Brooks Automation Korea, Inc. (incorporated herein by reference to Exhibit 10.36 to the Company's 2010 10-K).
|
|
|
|
10.29
|
|
Lease dated September 6, 2001 between The Harry Friedman and Edith B. Friedman Revocable Living Trust Dated May 15, 1986 et al as Lessor and the Company (IGC - Polycold Systems Inc.) as Lessee (incorporated herein by reference to Exhibit 10.37 to the Company's 2010 10-K).
|
|
|
|
10.30
|
|
Lease dated August 8, 2008 between the Company and Koll/Intereal Bay Area for 4051 Burton Drive, Santa Clara, CA (incorporated herein by reference to Exhibit 10.38 to the Company's 2008 10-K).
|
|
|
|
10.31
|
|
Standard Industrial lease dated May 31, 2010 by and between Brooks Automation, Inc. (formerly Nexus Biosystems, Inc.) and Crest Partners-Poway One Danielson for 14100 Danielson Street, Building 100, Poway, California (incorporated herein by reference to Exhibit 10.29 to the Company's 2011 10-K).
|
|
|
|
10.32
|
|
Purchase Agreement dated July 31, 2013 between Brooks Automation, Inc. and Ram Management Co., Inc. (incorporated herein by reference to Exhibit 10.01 to the Company's current report on Form 8-K filed on August 5, 2013).
|
|
|
|
10.33
|
|
Agreement and Plan of Merger among Nexus Biosystems, Inc., the Company, Spurs Acquisition, Inc., a wholly-owned subsidiary of the Company, and Telegraph Hill Partners Management Company LLC, dated as of July 25, 2011 (incorporated herein by reference to Exhibit 2.1 to the Company's current report on Form 8-K, filed on July 29, 2011).
|
|
|
|
10.34
|
|
Master Purchase and Sale Agreement by and among Brooks Automation, Inc., Celestica Oregon LLC, 2281392 Ontario Inc., and, for the limited purposes set forth therein, Celestica, Inc., dated as of April 20, 2011 (incorporated herein by reference to Exhibit 2.1 to the Company's current report on Form 8-K, filed on April 26, 2011).
|
|
|
|
10.35
|
|
Agreement and Plan of Merger among Crossing Automation Inc., the Company, Niners Acquisition Corporation, a wholly-owned subsidiary of the Company, and Shareholder Representative Services LLC, dated as of October 28, 2012 (incorporated herein by reference to Exhibit 2.1 to the Company's current report on Form 8-K, filed on October 31, 2012).
|
|
|
|
16.1
|
|
Letter of PricewaterhouseCoopers LLP dated November 27, 2012 (incorporated herein by reference to Exhibit 16.1 to the Company's current report on Form 8-K filed on November 27, 2012).
|
|
|
|
21.01
|
|
Subsidiaries of the Company.
|
|
|
|
23.01
|
|
Consent of BDO (Independent registered public accounting firm for the Company).
|
|
|
|
23.02
|
|
Consent of PricewaterhouseCoopers LLP (Independent registered public accounting firm for the Company).
|
|
|
|
31.01
|
|
Certification of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.02
|
|
Certification of the Company's Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32
|
|
Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following material from the Company's Annual Report on Form 10-K, for the year ended September 30, 2013, formatted in XBRL (Xtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income (Loss) (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Changes in Equity; and (vi) the Notes to Consolidated Financial Statements.
|
BROOKS AUTOMATION, INC.
|
|
|
|
By:
|
/
S
/ S
TEPHEN
S. S
CHWARTZ
|
|
Stephen S. Schwartz
Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/
S
/ S
TEPHEN
S. S
CHWARTZ
|
Director and Chief Executive Officer
|
November 22, 2013
|
Stephen S. Schwartz
|
(Principal Executive Officer)
|
|
|
|
|
/S/
L
INDON
G
.
R
OBERTSON
|
Executive Vice President and
|
November 22, 2013
|
Lindon G. Robertson
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
/S/
D
AVID
P
IETRANTONI
|
Vice President - Finance and
|
November 22, 2013
|
David Pietrantoni
|
Corporate Controller
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
/
S
/ A. C
LINTON
A
LLEN
|
Director
|
November 22, 2013
|
A. Clinton Allen
|
|
|
|
|
|
/S/
R
OBYN
C.
D
AVIS
|
Director
|
November 22, 2013
|
Robyn C. Davis
|
|
|
|
|
|
/
S
/ J
OSEPH
R. M
ARTIN
|
Director
|
November 22, 2013
|
Joseph R. Martin
|
|
|
|
|
|
/
S
/ J
OHN
K. M
C
G
ILLICUDDY
|
Director
|
November 22, 2013
|
John K. McGillicuddy
|
|
|
|
|
|
/
S
/ K
RISHNA
G. P
ALEPU
|
Director
|
November 22, 2013
|
Krishna G. Palepu
|
|
|
|
|
|
/
S
/ K
IRK
P. P
OND
|
Director
|
November 22, 2013
|
Kirk P. Pond
|
|
|
|
|
|
/
S
/ A
LFRED
W
OOLLACOTT
III
|
Director
|
November 22, 2013
|
Alfred Woollacott III
|
|
|
|
|
|
/
S
/ M
ARK
S. W
RIGHTON
|
Director
|
November 22, 2013
|
Mark S. Wrighton
|
|
|
|
|
|
/
S
/ E
LLEN
M. Z
ANE
|
Director
|
November 22, 2013
|
Ellen M. Zane
|
|
|
1.
|
Your base salary will be set initially at $425,000 annually, and paid biweekly. Subsequent salary reviews for executive positions are normally conducted annually and adjustments become effective in January. Your base salary will first be reviewed after the completion of fiscal year 2014.
|
2.
|
You are eligible to participate in the annual Performance Based Variable Compensation Plan for FY 2014 (Plan year beginning 10-01-13), with an annual target of 100% of base salary paid and an upside potential to 150% of annual target. Payment of variable compensation is subject to meeting aggressive but achievable corporate and individual goals and objectives defined and agreed upon for 2014 and subsequent years.
|
3.
|
You will be a participant in the Company’s Executive Equity Incentive Plan (EIP) for FY 2014 and, subject to final Board approval at its next scheduled meeting in November, will receive an initial grant of restricted stock units (RSUs) with a value no less than $650,000. This award will be in a mix of time-based and/or performance-based RSUs consistent with other senior executives. You will be eligible for subsequent awards in future years.
|
4.
|
You will be eligible for our Company sponsored benefit plans. Brooks currently pays a majority (approximately 70%) of the cost of medical, dental and vision insurance and 100% of the cost of life and disability insurance. The Company also offers a 401(k) savings and retirement plan with a 4.5% company
|
5.
|
The following is the basis for salary continuation eligibility in the unlikely event we separate our employment relationship.
|
•
|
If you should voluntarily terminate employment in the future, Brooks will provide you with your pro-rata base salary up to your termination date.
|
•
|
If Brooks terminates your employment without “cause” (as defined in Brooks’ equity grant documents), you will be eligible for salary continuation payments at your then current base salary for a period of twelve months from your termination date. In addition, you will continue to be covered under the Company’s medical, dental and vision plans at the same contribution level as current active employees while you are receiving salary continuation payments. Any salary continuation or benefits will be conditioned upon your signing the Company’s customary Separation Agreement and Waiver of Claims.
|
•
|
If Brooks terminates your employment for cause, you will receive your pro-rata base salary up to your termination date.
|
•
|
For purposes of Section 409A of the Internal Revenue Code (“Section 409A”), each installment of salary continuation or other payment shall be deemed to be a “separate payment” (within the meaning of Section 409A), and each payment shall be deemed exempt from the definition of nonqualified deferred compensation to the fullest extent possible under the short-term deferral exception and the involuntary separation pay exception of the Section 409A regulations.
|
6.
|
Brooks understands and supports the requirement for your family to remain in Ohio until your child graduates from high school in June, 2015. Accordingly, from your start date at Brooks through June, 2015, Brooks will assist in your long distance commute as follows:
|
•
|
Provide a monthly allowance of $2,500 to defray the expense of local Chelmsford area housing. We will assist you in your efforts to find suitable accommodations.
|
•
|
Reimburse you for coach airfare between greater Boston and Cleveland for up to nine round trips per quarter. In turn, you agree to apply any frequent flier miles you accumulate to offset several of these trips.
|
•
|
Both of these items will be eligible for tax gross up.
|
7.
|
Brooks will provide you with relocation benefits and professional support to transfer to the greater Boston, MA area within two years of your hire date. These benefits will provide reimbursement or direct payment of eligible relocation expenses associated with your move up to $100,000 and we will be flexible in working with you to ease any financial and contingent issues that may arise.
|
•
|
Actual cost of moving household goods
|
•
|
House hunting trip(s) prior to your move
|
•
|
Temporary living and storage expenses for up to 2 months for you and your family
|
•
|
Travel expenses associated with moving your family to the new residence
|
•
|
Assistance with the sale of your current home under the Company’s arrangement with its relocation vendor. Assistance will include the reimbursement of a broker’s commission and eligible seller expenses and fees
|
•
|
Assistance with the rental or purchase of a new residence in the greater Boston, MA area to include eligible fees and expenses associated with the purchase at closing or rental acquisition
|
•
|
Miscellaneous expense allowance of $10,000
|
•
|
Non-deductible expenses, except for the expense allowance, are eligible for gross-up of federal and state tax.
|
cc:
|
William T. Montone, SVP Human Resources
|
|
|
|
|
Lenny Vairo, Russell Reynolds Associates
|
|
|
|
|
File
|
|
|
|
Acceptance:
|
/s/ L
INDON
G. R
OBERTSON
|
|
September 5, 2013
|
|
|
Signature
|
|
Date
|
|
|
|
|
|
|
|
October 1, 2013
|
|
|
|
|
Start Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal Entity
|
Jurisdiction
|
|
Brooks Automation (Delaware) LLC
|
USA
|
|
Brooks Automation (France) SAS
|
France
|
|
Brooks Automation (Germany) GmbH
|
Germany
|
|
Brooks Automation (Singapore) PTE LTD
|
Singapore
|
|
Brooks Automation Taiwan Company Ltd
|
Taiwan
|
|
Brooks Automation (UK) Ltd
|
UK
|
|
Brooks Automation Asia Ltd (own 70%)
|
Korea
|
|
Brooks Automation Israel, Ltd
|
Israel
|
|
Brooks Automation Korea Inc.
|
Korea
|
|
Brooks Automation Luxembourg SARL
|
Luxembourg
|
|
Brooks Technology (Shanghai) Limited
|
China
|
|
CTI Nuclear, Inc.
|
USA
|
|
Granville -- Phillips Company
|
USA
|
|
Helix Securities Corp.
|
USA
|
|
Brooks Japan KK
|
Japan
|
|
Brooks Automation AG
|
Switzerland
|
|
Brooks Automation Holding GmbH
|
Switzerland
|
|
Interval Logic Corporation (own 90%)
|
USA
|
|
Strathmore Corporation
|
USA
|
|
Ulvac Cryogenics Inc. (50% JV in Japan)
|
Japan
|
|
Yaskawa Brooks Automation, Inc. (50% JV in Japan)
|
Japan
|
|
Crossing Automation Hong Kong Ltd
|
Hong Kong
|
|
SMIF Equipment (Tianjin) Co., Ltd
|
China
|
|
Crossing Automation China Co., Ltd
|
China
|
|
|
|
|
|
|
|
|
|
|