|
BROOKS AUTOMATION, INC.
|
Delaware
|
|
0-25434
|
|
04-3040660
|
(State or Other Jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
15 Elizabeth Drive, Chelmsford, MA
|
|
01824
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
N/A
|
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
For
|
|
Withhold
|
|
Broker Non-Votes
|
|||
A. Clinton Allen
|
|
55,180,011
|
|
|
1,552,272
|
|
|
5,420,740
|
|
Robyn C. Davis
|
|
56,119,394
|
|
|
612,889
|
|
|
5,420,740
|
|
Joseph R. Martin
|
|
56,421,382
|
|
|
310,901
|
|
|
5,420,740
|
|
John K. McGillicuddy
|
|
56,415,210
|
|
|
317,073
|
|
|
5,420,740
|
|
Krishna G. Palepu
|
|
55,234,256
|
|
|
1,489,027
|
|
|
5,420,740
|
|
Kirk P. Pond
|
|
52,039,784
|
|
|
4,692,499
|
|
|
5,420,740
|
|
Stephen S. Schwartz
|
|
56,422,659
|
|
|
309,624
|
|
|
5,420,740
|
|
Alfred Woollacott, III
|
|
56,132,594
|
|
|
599,689
|
|
|
5,420,740
|
|
Mark S. Wrighton
|
|
56,446,722
|
|
|
285,561
|
|
|
5,420,740
|
|
Ellen M. Zane
|
|
56,117,529
|
|
|
614,754
|
|
|
5,420,740
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
36,946,667
|
|
19,654,713
|
|
130,903
|
|
5,420,740
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
55,214,757
|
|
1,473,381
|
|
44,145
|
|
5,420,740
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
62,057,917
|
|
39,700
|
|
55,406
|
|
—
|
10.1
|
Brooks Automation, Inc. 2015 Equity Incentive Plan
|
99.1
|
Press release issued on February 5, 2015 by Brooks Automation, Inc.
|
|
|
BROOKS AUTOMATION, INC.
|
|
|
|
|
|
/s/ Jason W. Joseph
|
Date: February 5, 2015
|
|
Jason W. Joseph
Vice President, General Counsel and Secretary
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
10.1
|
|
Brooks Automation, Inc. 2015 Equity Incentive Plan
|
99.1
|
|
Press release issued on February 5, 2015 by Brooks Automation, Inc.
|
1.
|
DEFINITIONS.
|
(i)
|
Any Person acquires beneficial ownership (within the meaning of Rule 13d 3 promulgated under the Exchange Act) of thirty-five (35%) percent or more of either (x) the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, that for purposes hereof the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company, or (D) any Business Combination (but except as provided in subclause (iii) below a Business Combination may nevertheless constitute a Change in Control under subclause (iii)); and provided further, that an acquisition by a Person of thirty-five percent (35%) percent or more but less than fifty (50%) percent of the Outstanding Company Common Stock or of the combined voting power of the Outstanding Company Voting Securities shall not constitute a Change in Control under this subclause (i) if within fifteen (15) days of the Board’s being advised that such ownership level has been reached, a majority of the "Incumbent Directors" (as hereinafter defined) then in office adopt a resolution approving the acquisition of that level of securities ownership by such Person; or
|
(ii)
|
Individuals who, as of the date of grant, constituted the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board; provided, that any individual who becomes a member of the Board subsequent to the date of grant and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors shall be treated as an Incumbent Director
|
(iii)
|
There is consummated a reorganization, merger or consolidation involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case unless, following such Business Combination, (x) the Persons who were the beneficial owners, respectively, of the Outstanding Company Common Stock and of the combined voting power of the Outstanding Company Voting Securities immediately prior to the Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and of the combined voting power of the Outstanding Company Voting Securities, as the case may be, (y) unless in connection with such Business Combination a majority of the Incumbent Directors then in office determine that this clause (iii) does not apply to such Business Combination, no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or of such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, thirty-five (35%) percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed prior to the Business Combination and (z) at least a majority of the members of the Board resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.
|
(iv)
|
The stockholders of the Company approve a complete liquidation or dissolution of the Company;
|
2.
|
PURPOSES OF THE PLAN.
|
3.
|
SHARES SUBJECT TO THE PLAN.
|
4.
|
ADMINISTRATION OF THE PLAN.
|
5.
|
ELIGIBILITY FOR PARTICIPATION.
|
6.
|
TERMS AND CONDITIONS OF OPTIONS.
|
(i)
|
Exercise Price
: Each Option Agreement shall state the exercise price (per share) of the Shares covered by each Option, which exercise price shall be determined by the Administrator and shall be at least equal to the Fair Market Value per share of Common Stock on the date of grant of the Option.
|
(ii)
|
Number of Shares
: Each Option Agreement shall state the number of Shares to which it pertains.
|
(iii)
|
Vesting
: Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence of certain performance conditions or the attainment of stated goals or events.
|
(iv)
|
Additional Conditions
: Exercise of any Option may be conditioned upon the Participant’s execution of a Share purchase agreement in form satisfactory to the Administrator providing for certain protections for the Company and its other shareholders, including requirements that:
|
A.
|
The Participant’s or the Participant’s Survivors’ right to sell or transfer the Shares may be restricted; and
|
B.
|
The Participant or the Participant’s Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions.
|
(v)
|
Term of Option
: Each Option shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide.
|
(i)
|
Minimum standards
: The ISO shall meet the minimum standards required of Non‑Qualified Options, as described in Paragraph 6(a) above, except clause (i) and (v) thereunder.
|
(ii)
|
Exercise Price
: Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable attribution rules in Section 424(d) of the Code:
|
A.
|
10%
or less
of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 100% of the Fair Market Value per share of the Common Stock on the date of grant of the Option; or
|
B.
|
More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 110% of the Fair Market Value per share of the Common Stock on the date of grant of the Option.
|
(iii)
|
Term of Option
: For Participants who own:
|
A.
|
10%
or less
of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide; or
|
B.
|
More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than five years from the date of the grant or at such earlier time as the Option Agreement may provide.
|
(iv)
|
Limitation on Yearly Exercise
: The Option Agreements shall restrict the amount of ISOs which may become exercisable in any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined on the date each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any calendar year does not exceed $100,000.
|
7.
|
TERMS AND CONDITIONS OF STOCK GRANTS.
|
(i)
|
Each Agreement shall state the purchase price per share, if any, of the Shares covered by each Stock Grant, which purchase price shall be determined by the Administrator but shall not be less than the minimum consideration required by the Delaware General Corporation Law, if any, on the date of the grant of the Stock Grant;
|
(ii)
|
Each Agreement shall state the number of Shares to which the Stock Grant pertains; and
|
(iii)
|
Each Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant, including the time period or attainment of Performance Goals or such other performance criteria upon which such rights shall accrue and the purchase price therefor, if any.
|
8.
|
TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS.
|
9.
|
PERFORMANCE BASED AWARDS.
|
10.
|
EXERCISE OF OPTIONS AND ISSUE OF SHARES.
|
11.
|
PAYMENT IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.
|
12.
|
RIGHTS AS A SHAREHOLDER.
|
13.
|
ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.
|
14.
|
EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY.
|
(i)
|
A Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate (for any reason other than termination for Cause, Disability, or death for which events there are special rules in Paragraphs 15, 16, and 17, respectively), may exercise any Option granted to him or her to the extent that the Option is exercisable on the date of such termination of service, but only within such term as the Administrator has designated in a Participant’s Option Agreement.
|
(ii)
|
Except as provided in Subparagraph (c) below, or Paragraph 16 or 17, in no event may an Option intended to be an ISO, be exercised later than three months after the Participant’s termination of employment.
|
(iii)
|
The provisions of this Paragraph, and not the provisions of Paragraph 16 or 17, shall apply to a Participant who subsequently becomes Disabled or dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant’s Disability or death within three months after the termination of employment, director status or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option.
|
(iv)
|
Notwithstanding anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination of director status or termination of consultancy, but prior to the exercise of
|
(v)
|
A Participant to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide; provided, however, that, for ISOs, any leave of absence granted by the Administrator of greater than ninety days, unless pursuant to a contract or statute that guarantees the right to reemployment, shall cause such ISO to become a Non-Qualified Option on the 181
st
day following such leave of absence.
|
(vi)
|
Except as required by law or as set forth in a Participant’s Option Agreement, Options granted under the Plan shall not be affected by any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues to be an Employee, director or Consultant of the Company or any Affiliate.
|
15.
|
EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE.
|
(i)
|
All outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated for Cause will immediately be forfeited.
|
(ii)
|
Cause is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute Cause, then the right to exercise any Option is forfeited.
|
16.
|
EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.
|
(i)
|
A Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant to the extent that the Option has become exercisable but has not been exercised on the date of the Participant’s termination of service due to Disability;
|
(ii)
|
In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability;
|
(iii)
|
A Disabled Participant may exercise the Option only within the period ending one year after the date of the Participant’s termination of service due to Disability, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a later date if the Participant had not been terminated due to Disability and had continued to be an Employee, director or Consultant or, if earlier, within the originally prescribed term of the Option; and
|
(iv)
|
The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination).
|
17.
|
EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.
|
(i)
|
In the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate, such Option may be exercised by the Participant’s Survivors to the extent that the Option has become exercisable but has not been exercised on the date of death;
|
(ii)
|
In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death; and
|
(iii)
|
If the Participant’s Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on a later date if he or she had not died and had continued to be an Employee, director or Consultant or, if earlier, within the originally prescribed term of the Option.
|
18.
|
EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS AND STOCK-BASED AWARDS.
|
19.
|
EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE, DEATH OR DISABILITY.
|
20.
|
EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR CAUSE.
|
(i)
|
All Shares subject to any Stock Grant or Stock-Based Award that remain subject to forfeiture provisions or as to which the Company shall have a repurchase right shall be immediately forfeited to the Company as of the time the Participant is notified his or her service is terminated for Cause.
|
(ii)
|
Cause is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service, that either prior or subsequent to the
|
21.
|
EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR DISABILITY.
|
22.
|
EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.
|
23.
|
PURCHASE FOR INVESTMENT.
|
(i)
|
The person who receives a Stock Right shall warrant to the Company, prior to the receipt of Shares, that such person is acquiring such Shares for his or her own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person acquiring such Shares shall be bound by the provisions of the following legend (or a legend in substantially similar form) which shall be endorsed upon the certificate evidencing the Shares issued pursuant to such exercise or such grant:
|
(ii)
|
At the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued in compliance with the Securities Act without registration thereunder.
|
24.
|
DISSOLUTION OR LIQUIDATION OF THE COMPANY.
|
25.
|
ADJUSTMENTS.
|
26.
|
ISSUANCES OF SECURITIES.
|
27.
|
FRACTIONAL SHARES.
|
28.
|
CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs
|
29.
|
WITHHOLDING.
|
30.
|
NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.
|
31.
|
TERMINATION OF THE PLAN.
|
32.
|
AMENDMENT OF THE PLAN AND AGREEMENTS.
|
33.
|
EMPLOYMENT OR OTHER RELATIONSHIP.
|
34.
|
SECTION 409A.
|
35.
|
INDEMNITY.
|
36.
|
CLAWBACK.
|
37.
|
GOVERNING LAW.
|
•
|
Revenue was $122.7 million;
|
•
|
Total order bookings were $128.4 million;
|
•
|
Life Science Systems revenue was $16.7 million;
|
•
|
GAAP Net Loss was $(2.7) million with diluted EPS of $(0.04);
|
•
|
Non-GAAP Net Income was $3.4 million with diluted EPS of $0.05;
|
•
|
Operating cash flow was $3.0 million;
|
•
|
Total Cash and Cash Equivalents, and Marketable Securities, as of December 31, was $218.7 million or $3.26 per Diluted Share with no bank debt.
|
|
Quarter Ended
|
||||||||||
|
December 31,
|
|
September 30,
|
|
December 31,
|
||||||
Dollars in thousands, except per share data
|
2014
|
|
2014
|
|
2013
|
||||||
GAAP net income (loss) attributable to Brooks Automation, Inc.
|
$
|
(2,734
|
)
|
|
$
|
248
|
|
|
$
|
3,448
|
|
GAAP diluted earnings (loss) per share
|
$
|
(0.04
|
)
|
|
$
|
0.00
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
||||||
Non-GAAP net income attributable to Brooks Automation, Inc.
|
$
|
3,443
|
|
|
$
|
4,726
|
|
|
$
|
4,501
|
|
Non-GAAP diluted earnings per share
|
$
|
0.05
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
|
|
CONTACT:
|
|
Lynne Yassemedis
Brooks Automation, Inc.
978-262-4443
lynne.yassemedis@brooks.com
|
|
|
|
|
|
John Mills
Senior Managing Director
ICR, LLC
310-954-1105
john.mills@icrinc.com
|
|
December 31,
2014 |
|
September 30,
2014 |
||||
|
(In thousands, except share and per share data)
|
||||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
77,759
|
|
|
$
|
94,114
|
|
Marketable securities
|
58,648
|
|
|
68,130
|
|
||
Accounts receivable, net
|
75,675
|
|
|
80,106
|
|
||
Inventories
|
94,936
|
|
|
93,567
|
|
||
Deferred tax assets
|
17,367
|
|
|
19,009
|
|
||
Prepaid expenses and other current assets
|
15,166
|
|
|
19,387
|
|
||
Total current assets
|
339,551
|
|
|
374,313
|
|
||
Property, plant and equipment, net
|
47,918
|
|
|
50,183
|
|
||
Long-term marketable securities
|
82,288
|
|
|
83,212
|
|
||
Long-term deferred tax assets
|
73,120
|
|
|
67,563
|
|
||
Goodwill
|
117,652
|
|
|
109,501
|
|
||
Intangible assets, net
|
62,722
|
|
|
59,550
|
|
||
Equity method investments
|
27,197
|
|
|
28,944
|
|
||
Other assets
|
6,699
|
|
|
4,772
|
|
||
Total assets
|
$
|
757,147
|
|
|
$
|
778,038
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
37,674
|
|
|
$
|
33,740
|
|
Capital lease obligation
|
881
|
|
|
881
|
|
||
Deferred revenue
|
25,657
|
|
|
26,279
|
|
||
Accrued warranty and retrofit costs
|
6,255
|
|
|
6,499
|
|
||
Accrued compensation and benefits
|
12,353
|
|
|
21,663
|
|
||
Accrued restructuring costs
|
3,928
|
|
|
3,475
|
|
||
Accrued income taxes payable
|
2,966
|
|
|
1,808
|
|
||
Deferred tax liabilities
|
847
|
|
|
808
|
|
||
Accrued expenses and other current liabilities
|
14,094
|
|
|
18,688
|
|
||
Total current liabilities
|
104,655
|
|
|
113,841
|
|
||
Long-term capital lease obligation
|
7,296
|
|
|
7,417
|
|
||
Long-term tax reserves
|
5,293
|
|
|
5,708
|
|
||
Long-term deferred tax liabilities
|
3,941
|
|
|
2,567
|
|
||
Long-term pension liability
|
1,715
|
|
|
1,774
|
|
||
Other long-term liabilities
|
3,633
|
|
|
3,842
|
|
||
Total liabilities
|
126,533
|
|
|
135,149
|
|
||
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, 80,775,926 shares issued and 67,314,057 shares outstanding at December 31, 2014, 80,375,777 shares issued and 66,913,908 shares outstanding at September 30, 2014
|
808
|
|
|
804
|
|
||
Additional paid-in capital
|
1,835,998
|
|
|
1,834,619
|
|
||
Accumulated other comprehensive income
|
11,502
|
|
|
15,687
|
|
||
Treasury stock at cost, 13,461,869 shares
|
(200,956
|
)
|
|
(200,956
|
)
|
||
Accumulated deficit
|
(1,016,738
|
)
|
|
(1,007,265
|
)
|
||
Total equity
|
630,614
|
|
|
642,889
|
|
||
Total liabilities and equity
|
$
|
757,147
|
|
|
$
|
778,038
|
|
|
Three months ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Revenue
|
|
|
|
||||
Product
|
$
|
99,730
|
|
|
$
|
93,130
|
|
Services
|
23,006
|
|
|
23,942
|
|
||
Total revenue
|
122,736
|
|
|
117,072
|
|
||
Cost of revenue
|
|
|
|
||||
Product
|
70,220
|
|
|
60,736
|
|
||
Services
|
13,428
|
|
|
15,445
|
|
||
Total cost of revenue
|
83,648
|
|
|
76,181
|
|
||
Gross profit
|
39,088
|
|
|
40,891
|
|
||
Operating expenses
|
|
|
|
||||
Research and development
|
13,489
|
|
|
12,551
|
|
||
Selling, general and administrative
|
29,411
|
|
|
26,135
|
|
||
Restructuring and other charges
|
2,668
|
|
|
747
|
|
||
Total operating expenses
|
45,568
|
|
|
39,433
|
|
||
Operating income (loss)
|
(6,480
|
)
|
|
1,458
|
|
||
Interest income
|
251
|
|
|
246
|
|
||
Interest expense
|
(102
|
)
|
|
—
|
|
||
Other income, net
|
1,019
|
|
|
259
|
|
||
Income (loss) before income taxes and equity in earnings (losses) of equity method investments
|
(5,312
|
)
|
|
1,963
|
|
||
Income tax provision (benefit)
|
(3,110
|
)
|
|
793
|
|
||
Income (loss) before equity in earnings (losses) of equity method investments
|
(2,202
|
)
|
|
1,170
|
|
||
Equity in earnings (losses) of equity method investments
|
(532
|
)
|
|
749
|
|
||
Income (loss) from continuing operations
|
(2,734
|
)
|
|
$
|
1,919
|
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
$
|
1,577
|
|
|
Net income (loss)
|
$
|
(2,734
|
)
|
|
$
|
3,496
|
|
Net income attributable to noncontrolling interests
|
—
|
|
|
(48
|
)
|
||
Net income (loss) attributable to Brooks Automation, Inc.
|
$
|
(2,734
|
)
|
|
$
|
3,448
|
|
Basic net income (loss) per share attributable to Brooks Automation, Inc. common stockholders:
|
|
|
|
||||
Net income (loss) from continuing operations
|
$
|
(0.04
|
)
|
|
$
|
0.03
|
|
Net income from discontinued operations, net of tax
|
—
|
|
|
0.02
|
|
||
Basic net income (loss) per share attributable to Brooks Automation, Inc.
|
$
|
(0.04
|
)
|
|
$
|
0.05
|
|
Diluted net income (loss) per share attributable to Brooks Automation, Inc. common stockholders:
|
|
|
|
||||
Net income (loss) from continuing operations
|
$
|
(0.04
|
)
|
|
$
|
0.03
|
|
Net income from discontinued operations, net of tax
|
—
|
|
|
0.02
|
|
||
Diluted net income (loss) per share attributable to Brooks Automation, Inc.
|
$
|
(0.04
|
)
|
|
$
|
0.05
|
|
Dividend declared per share
|
$
|
0.10
|
|
|
$
|
0.08
|
|
|
|
|
|
||||
Shares used in computing earnings (loss) per share:
|
|
|
|
||||
Basic
|
67,126
|
|
|
66,355
|
|
||
Diluted
|
67,126
|
|
|
67,126
|
|
|
Three Months Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income (loss)
|
$
|
(2,734
|
)
|
|
$
|
3,496
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
6,403
|
|
|
5,729
|
|
||
Impairment of intangible assets
|
—
|
|
|
398
|
|
||
Stock-based compensation
|
3,483
|
|
|
2,754
|
|
||
Amortization of premium on marketable securities
|
336
|
|
|
285
|
|
||
Undistributed losses (earnings) of equity method investments
|
532
|
|
|
(749
|
)
|
||
Deferred income tax provision (benefit)
|
(4,107
|
)
|
|
1,164
|
|
||
Loss on disposal of long-lived assets
|
2
|
|
|
4
|
|
||
Changes in operating assets and liabilities, net of acquisitions and disposals:
|
|
|
|
||||
Accounts receivable
|
4,973
|
|
|
1,901
|
|
||
Inventories
|
(236
|
)
|
|
942
|
|
||
Prepaid expenses and other current assets
|
1,754
|
|
|
665
|
|
||
Accounts payable
|
2,117
|
|
|
(4,521
|
)
|
||
Deferred revenue
|
705
|
|
|
(3,250
|
)
|
||
Accrued warranty and retrofit costs
|
(290
|
)
|
|
(528
|
)
|
||
Accrued compensation and benefits
|
(9,333
|
)
|
|
1,154
|
|
||
Accrued restructuring costs
|
519
|
|
|
51
|
|
||
Accrued expenses and other current liabilities
|
(1,089
|
)
|
|
(1,022
|
)
|
||
Net cash provided by operating activities
|
3,035
|
|
|
8,473
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of property, plant and equipment
|
(1,576
|
)
|
|
(1,015
|
)
|
||
Purchases of marketable securities
|
(22,269
|
)
|
|
(26,082
|
)
|
||
Sale/maturity of marketable securities
|
32,201
|
|
|
18,595
|
|
||
Acquisition, net of cash acquired
|
(15,428
|
)
|
|
—
|
|
||
Other investment
|
(2,500
|
)
|
|
—
|
|
||
Decrease in restricted cash
|
—
|
|
|
177
|
|
||
Net cash used in investing activities
|
(9,572
|
)
|
|
(8,325
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Principal repayment of capital lease obligation
|
(121
|
)
|
|
—
|
|
||
Common stock dividend paid
|
(6,731
|
)
|
|
(5,391
|
)
|
||
Net cash used in financing activities
|
(6,852
|
)
|
|
(5,391
|
)
|
||
Effects of exchange rate changes on cash and cash equivalents
|
(2,966
|
)
|
|
287
|
|
||
Net decrease in cash and cash equivalents
|
(16,355
|
)
|
|
(4,956
|
)
|
||
Cash and cash equivalents, beginning of period
|
94,114
|
|
|
82,971
|
|
||
Cash and cash equivalents, end of period
|
$
|
77,759
|
|
|
$
|
78,015
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
|
||||||||||||||
|
December 31, 2014
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||
Dollars in thousands, except per share data
|
$
|
|
per diluted share
|
|
$
|
|
per diluted share
|
|
$
|
|
per diluted share
|
||||||||||||
Net income attributable to Brooks Automation, Inc.
|
$
|
(2,734
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
248
|
|
|
$
|
0.00
|
|
|
$
|
3,448
|
|
|
$
|
0.05
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,577
|
|
|
0.02
|
|
||||||
Net income (loss) attributable to continuing operations
|
(2,734
|
)
|
|
(0.04
|
)
|
|
248
|
|
|
0.00
|
|
|
1,871
|
|
|
0.03
|
|
||||||
Adjustments, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchase accounting impact on inventory and contracts acquired
|
1,164
|
|
|
0.02
|
|
|
1,300
|
|
|
0.02
|
|
|
150
|
|
|
0.00
|
|
||||||
Amortization of intangible assets
|
2,221
|
|
|
0.03
|
|
|
1,964
|
|
|
0.03
|
|
|
1,713
|
|
|
0.03
|
|
||||||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
259
|
|
|
—
|
|
||||||
Impairment of Equity Method Investments
|
681
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restructuring charges
|
1,786
|
|
|
0.03
|
|
|
1,151
|
|
|
0.02
|
|
|
508
|
|
|
0.01
|
|
||||||
Merger costs
|
325
|
|
|
0.00
|
|
|
63
|
|
|
0.00
|
|
|
—
|
|
|
0.00
|
|
||||||
Adjusted net income attributable to Brooks Automation, Inc.
|
3,443
|
|
|
0.05
|
|
|
4,726
|
|
|
0.07
|
|
|
4,501
|
|
|
0.07
|
|
||||||
Stock-based compensation
|
3,483
|
|
|
0.05
|
|
|
2,138
|
|
|
0.03
|
|
|
2,723
|
|
|
0.04
|
|
||||||
Adjusted net income attributable to Brooks Automation, Inc. - excluding stock-based compensation
|
$
|
6,926
|
|
|
$
|
0.10
|
|
|
$
|
6,864
|
|
|
$
|
0.10
|
|
|
$
|
7,224
|
|
|
$
|
0.11
|
|
|
Quarter Ended
|
|||||||||||||||||||
|
December 31, 2014
|
|
September 30, 2014
|
|
December 31, 2013
|
|||||||||||||||
Dollars in thousands
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
Gross profit/gross margin percentage
|
$
|
39,088
|
|
|
31.8
|
%
|
|
$
|
41,402
|
|
|
33.8
|
%
|
|
$
|
40,891
|
|
|
34.9
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Amortization of intangible assets
|
1,305
|
|
|
1.1
|
%
|
|
1,249
|
|
|
1.0
|
%
|
|
1,117
|
|
|
1.0
|
%
|
|||
Impairment of intangible assets
|
—
|
|
|
|
|
—
|
|
|
|
|
398
|
|
|
0.3
|
%
|
|||||
Purchase accounting impact on inventory and contracts acquired
|
1,511
|
|
|
1.2
|
%
|
|
1,805
|
|
|
1.5
|
%
|
|
230
|
|
|
0.2
|
%
|
|||
Adjusted gross profit/gross margin percentage |
$
|
41,904
|
|
|
34.1
|
%
|
|
$
|
44,456
|
|
|
36.3
|
%
|
|
$
|
42,636
|
|
|
36.4
|
%
|
|
Quarter Ended
|
||||||||||
|
December 31,
|
|
September 30,
|
|
December 31,
|
||||||
Dollars in thousands
|
2014
|
|
2014
|
|
2013
|
||||||
Net income (loss) attributable to Brooks Automation, Inc.
|
$
|
(2,734
|
)
|
|
$
|
248
|
|
|
$
|
3,448
|
|
Adjustments:
|
|
|
|
|
|
||||||
Less: Interest income
|
(251
|
)
|
|
(265
|
)
|
|
(246
|
)
|
|||
Add: Interest expense
|
102
|
|
|
101
|
|
|
—
|
|
|||
Add: Income tax provision (benefit)
|
(3,110
|
)
|
|
(1,052
|
)
|
|
793
|
|
|||
Add: Depreciation
|
3,186
|
|
|
3,310
|
|
|
3,089
|
|
|||
Add: Amortization of completed technology
|
1,304
|
|
|
1,249
|
|
|
1,117
|
|
|||
Add: Amortization of customer relationships and acquired intangible assets
|
1,913
|
|
|
1,648
|
|
|
1,456
|
|
|||
EBITDA
|
$
|
410
|
|
|
$
|
5,239
|
|
|
$
|
9,657
|
|
|
Quarter Ended
|
||||||||||
|
December 31,
|
|
September 30,
|
|
December 31,
|
||||||
Dollars in thousands
|
2014
|
|
2014
|
|
2013
|
||||||
EBITDA
|
$
|
410
|
|
|
$
|
5,239
|
|
|
$
|
9,657
|
|
Adjustments:
|
|
|
|
|
|
||||||
Less: Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(1,577
|
)
|
|||
Add: Impairment of completed technology
|
—
|
|
|
—
|
|
|
398
|
|
|||
Add: Stock-based compensation
|
3,483
|
|
|
2,138
|
|
|
2,723
|
|
|||
Add: Restructuring charges
|
2,668
|
|
|
1,648
|
|
|
747
|
|
|||
Add: Purchase accounting impact on inventory and contracts acquired
|
1,511
|
|
|
1,805
|
|
|
230
|
|
|||
Add: Merger costs
|
325
|
|
|
79
|
|
|
—
|
|
|||
Add: Impairment of Equity Method Investments
|
681
|
|
|
—
|
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
9,078
|
|
|
$
|
10,909
|
|
|
$
|
12,178
|
|