|
|
|
x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
Delaware
|
04-3040660
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
|
Large accelerated filer
|
|
x
|
Accelerated filer
|
¨
|
|
|
|
|
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
|
|
PAGE NUMBER
|
|
|
|
December 31,
2014 |
|
September 30,
2014 |
||||
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
|
|
||
Commitments and contingencies (Note 18)
|
|
|
|
||||
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
|
||||
Net income (loss)
|
$
|
(2,734
|
)
|
|
$
|
3,496
|
|
Comprehensive income (loss):
|
|
|
|
||||
Change in cumulative translation adjustment
|
(4,142
|
)
|
|
(294
|
)
|
||
Change in unrealized loss on marketable securities
|
(65
|
)
|
|
(1
|
)
|
||
Change in fair value on cash flow hedges
|
—
|
|
|
105
|
|
||
Actuarial gain
|
22
|
|
|
11
|
|
||
Comprehensive income (loss)
|
(6,919
|
)
|
|
3,317
|
|
||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
(48
|
)
|
||
Comprehensive income (loss) attributable to Brooks Automation, Inc.
|
$
|
(6,919
|
)
|
|
$
|
3,269
|
|
|
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
|
|
|
Three months ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Restricted stock units
|
$
|
3,372
|
|
|
$
|
2,610
|
|
Employee stock purchase plan
|
111
|
|
|
113
|
|
||
|
$
|
3,483
|
|
|
$
|
2,723
|
|
|
Total Units
|
|
Time-Based Units
|
|
Performance-Based Units
|
|||
Three months ended December 31, 2014
|
1,375,500
|
|
|
551,250
|
|
|
824,250
|
|
Three months ended December 31, 2013
|
1,332,000
|
|
|
523,875
|
|
|
808,125
|
|
|
Number of
Options
|
|
Weighted-
Average
Remaining
Contractual Term
|
|
Weighted
Average
Exercise Price
|
|
Aggregate
Intrinsic Value
(In Thousands)
|
|||||
Outstanding at September 30, 2014
|
5,550
|
|
|
|
|
$
|
13.20
|
|
|
|
||
Forfeited/expired
|
—
|
|
|
|
|
—
|
|
|
|
|||
Outstanding at December 31, 2014
|
5,550
|
|
|
0.1 years
|
|
$
|
13.20
|
|
|
$
|
—
|
|
Vested at December 31, 2014
|
5,550
|
|
|
0.1 years
|
|
$
|
13.20
|
|
|
$
|
—
|
|
Options exercisable at December 31, 2014
|
5,550
|
|
|
0.1 years
|
|
$
|
13.20
|
|
|
$
|
—
|
|
|
Restricted Stock Units
|
|
Weighted
Average Grant-Date Fair Value |
|||
Outstanding at September 30, 2014
|
2,726,485
|
|
|
$
|
11.05
|
|
Restricted stock units granted
|
1,375,500
|
|
|
11.94
|
|
|
Restricted stock units vested
|
(577,021
|
)
|
|
11.92
|
|
|
Restricted stock units canceled
|
(206,083
|
)
|
|
9.80
|
|
|
Outstanding at December 31, 2014
|
3,318,881
|
|
|
$
|
11.90
|
|
|
Three months ended
|
|||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
||||
Revenue
|
$
|
—
|
|
|
$
|
7,515
|
|
|
|
|
|
|
|
||||
Income from discontinued operations
|
$
|
—
|
|
|
$
|
2,484
|
|
|
Income tax provision
|
—
|
|
|
907
|
|
|
||
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
1,577
|
|
|
Accounts receivable
|
$
|
1,980
|
|
Inventory
|
3,177
|
|
|
Prepaid and other current assets
|
213
|
|
|
Property, plant and equipment
|
101
|
|
|
Completed technology
|
1,230
|
|
|
Trademarks and trade names
|
750
|
|
|
Customer relationships
|
4,810
|
|
|
Goodwill
|
7,850
|
|
|
Accounts payable
|
(2,079
|
)
|
|
Deferred revenue
|
(72
|
)
|
|
Accrued liabilities
|
(992
|
)
|
|
Long-term deferred tax liabilities
|
(1,540
|
)
|
|
Total purchase price, net of cash acquired
|
$
|
15,428
|
|
Accounts receivable
|
$
|
15,262
|
|
Inventory
|
9,750
|
|
|
Prepaid and other current assets
|
2,727
|
|
|
Property, plant and equipment
|
2,049
|
|
|
Completed technology
|
3,610
|
|
|
Customer relationships
|
7,100
|
|
|
Goodwill
|
11,939
|
|
|
Accounts payable
|
(10,393
|
)
|
|
Accrued liabilities
|
(5,522
|
)
|
|
Deferred revenue
|
(1,309
|
)
|
|
Long-term deferred tax liabilities
|
(3,588
|
)
|
|
Total purchase price, net of cash acquired
|
$
|
31,625
|
|
|
Three months ended December 31, 2013
|
||
Revenue
|
$
|
119,445
|
|
Net loss attributable to Brooks Automation, Inc.
|
(607
|
)
|
|
Brooks
Product Solutions |
|
Brooks
Global Services |
|
Brooks
Life Science Systems |
|
Other
|
|
Total
|
||||||||||
Gross goodwill at September 30, 2014
|
$
|
494,275
|
|
|
$
|
156,792
|
|
|
$
|
47,378
|
|
|
$
|
26,014
|
|
|
$
|
724,459
|
|
Less: aggregate impairment charges recorded
|
(437,706
|
)
|
|
(151,238
|
)
|
|
—
|
|
|
(26,014
|
)
|
|
(614,958
|
)
|
|||||
Goodwill, less accumulated impairments at September 30, 2014
|
56,569
|
|
|
5,554
|
|
|
47,378
|
|
|
—
|
|
|
109,501
|
|
|||||
Acquisitions and adjustments during the three months ended December 31, 2014
|
301
|
|
|
—
|
|
|
7,850
|
|
|
—
|
|
|
8,151
|
|
|||||
Goodwill, less accumulated impairments at December 31, 2014
|
$
|
56,870
|
|
|
$
|
5,554
|
|
|
$
|
55,228
|
|
|
$
|
—
|
|
|
$
|
117,652
|
|
|
December 31, 2014
|
|
September 30, 2014
|
||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization |
|
Net Book
Value |
|
Cost
|
|
Accumulated
Amortization |
|
Net Book
Value |
||||||||||||
Patents
|
$
|
7,808
|
|
|
$
|
7,326
|
|
|
$
|
482
|
|
|
$
|
7,808
|
|
|
$
|
7,300
|
|
|
$
|
508
|
|
Completed technology
|
58,326
|
|
|
42,716
|
|
|
15,610
|
|
|
57,155
|
|
|
41,539
|
|
|
15,616
|
|
||||||
Trademarks and trade names
|
4,242
|
|
|
3,536
|
|
|
706
|
|
|
3,496
|
|
|
3,496
|
|
|
—
|
|
||||||
Customer relationships
|
77,606
|
|
|
31,682
|
|
|
45,924
|
|
|
73,389
|
|
|
29,963
|
|
|
43,426
|
|
||||||
|
$
|
147,982
|
|
|
$
|
85,260
|
|
|
$
|
62,722
|
|
|
$
|
141,848
|
|
|
$
|
82,298
|
|
|
$
|
59,550
|
|
|
Three months ended
December 31, |
||||
|
2014
|
|
2013
|
||
Weighted average common shares outstanding used in computing basic earnings per share
|
67,126
|
|
|
66,355
|
|
Dilutive common stock options and restricted stock units
|
—
|
|
|
771
|
|
Weighted average common shares outstanding for purposes of computing diluted earnings per share
|
67,126
|
|
|
67,126
|
|
|
Brooks
Product Solutions |
|
Brooks
Global Services |
|
Brooks
Life Science Systems |
|
Total
|
||||||||
Three months ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
82,856
|
|
|
$
|
4,108
|
|
|
$
|
12,766
|
|
|
$
|
99,730
|
|
Services
|
—
|
|
|
19,089
|
|
|
3,917
|
|
|
23,006
|
|
||||
|
$
|
82,856
|
|
|
$
|
23,197
|
|
|
$
|
16,683
|
|
|
$
|
122,736
|
|
Gross profit
|
$
|
26,922
|
|
|
$
|
8,463
|
|
|
$
|
3,703
|
|
|
$
|
39,088
|
|
Segment operating income (loss)
|
$
|
462
|
|
|
$
|
3,553
|
|
|
$
|
(5,516
|
)
|
|
$
|
(1,501
|
)
|
|
|
|
|
|
|
|
|
||||||||
Three months ended December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
81,556
|
|
|
$
|
3,439
|
|
|
$
|
8,135
|
|
|
$
|
93,130
|
|
Services
|
—
|
|
|
19,880
|
|
|
4,062
|
|
|
23,942
|
|
||||
|
$
|
81,556
|
|
|
$
|
23,319
|
|
|
$
|
12,197
|
|
|
$
|
117,072
|
|
Gross profit
|
$
|
28,501
|
|
|
$
|
7,825
|
|
|
$
|
4,565
|
|
|
$
|
40,891
|
|
Segment operating income (loss)
|
$
|
4,328
|
|
|
$
|
2,843
|
|
|
$
|
(3,475
|
)
|
|
$
|
3,696
|
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
$
|
246,542
|
|
|
$
|
54,809
|
|
|
$
|
117,559
|
|
|
$
|
418,910
|
|
September 30, 2014
|
$
|
252,944
|
|
|
$
|
58,678
|
|
|
$
|
103,498
|
|
|
$
|
415,120
|
|
|
Three months ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Segment operating income (loss)
|
$
|
(1,501
|
)
|
|
$
|
3,696
|
|
Amortization of acquired intangible assets
|
1,912
|
|
|
1,456
|
|
||
Restructuring and other charges
|
2,668
|
|
|
747
|
|
||
Other unallocated corporate expenses
|
399
|
|
|
35
|
|
||
Total operating income (loss)
|
$
|
(6,480
|
)
|
|
$
|
1,458
|
|
|
December 31,
2014 |
|
September 30,
2014 |
||||
Segment assets
|
$
|
418,910
|
|
|
$
|
415,120
|
|
Cash, cash equivalents and marketable securities
|
218,695
|
|
|
245,456
|
|
||
Deferred tax assets
|
90,487
|
|
|
86,572
|
|
||
Equity method investments
|
27,197
|
|
|
28,944
|
|
||
Other unallocated corporate net assets
|
1,858
|
|
|
1,946
|
|
||
Total assets
|
$
|
757,147
|
|
|
$
|
778,038
|
|
|
Activity — Three months ended December 31, 2014
|
||||||||||||||
|
Balance at
September 30, 2014 |
|
Expense
|
|
Utilization
|
|
Balance at
December 31, 2014 |
||||||||
Facilities and other
|
$
|
71
|
|
|
$
|
1,205
|
|
|
$
|
(101
|
)
|
|
$
|
1,175
|
|
Workforce-related
|
3,404
|
|
|
1,463
|
|
|
(2,114
|
)
|
|
2,753
|
|
||||
|
$
|
3,475
|
|
|
$
|
2,668
|
|
|
$
|
(2,215
|
)
|
|
$
|
3,928
|
|
|
|
|
|
|
|
|
|
||||||||
|
Activity — Three months ended December 31, 2013
|
||||||||||||||
|
Balance at
September 30, 2013 |
|
Expense
|
|
Utilization
|
|
Balance at
December 31, 2013 |
||||||||
Facilities and other
|
$
|
155
|
|
|
$
|
6
|
|
|
$
|
(104
|
)
|
|
$
|
57
|
|
Workforce-related
|
1,257
|
|
|
741
|
|
|
(593
|
)
|
|
1,405
|
|
||||
|
$
|
1,412
|
|
|
$
|
747
|
|
|
$
|
(697
|
)
|
|
$
|
1,462
|
|
|
|
|
|
|
|
|
|
|
Three months ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Service cost
|
$
|
119
|
|
|
$
|
100
|
|
Interest cost
|
31
|
|
|
39
|
|
||
Amortization of losses
|
—
|
|
|
1
|
|
||
Expected return on assets
|
(53
|
)
|
|
(53
|
)
|
||
Net periodic pension cost
|
$
|
97
|
|
|
$
|
87
|
|
|
December 31,
2014 |
|
September 30,
2014 |
||||
Accounts receivable
|
$
|
76,883
|
|
|
$
|
81,270
|
|
Less allowance for doubtful accounts
|
(1,082
|
)
|
|
(1,031
|
)
|
||
Less allowance for sales returns
|
(126
|
)
|
|
(133
|
)
|
||
|
$
|
75,675
|
|
|
$
|
80,106
|
|
|
December 31,
2014 |
|
September 30,
2014 |
||||
Inventories
|
|
|
|
||||
Raw materials and purchased parts
|
$
|
58,034
|
|
|
$
|
57,250
|
|
Work-in-process
|
20,538
|
|
|
20,068
|
|
||
Finished goods
|
16,364
|
|
|
16,249
|
|
||
|
$
|
94,936
|
|
|
$
|
93,567
|
|
Activity - Three months ended December 31, 2014
|
||||||||||||||||||
Balance at
September 30, 2014 |
|
Adjustments for
Acquisitions and Divestitures |
|
Accruals
|
|
Costs Incurred
|
|
Balance at
December 31, 2014 |
||||||||||
$
|
6,499
|
|
|
$
|
81
|
|
|
$
|
2,717
|
|
|
$
|
(3,042
|
)
|
|
$
|
6,255
|
|
Activity - Three months ended December 31, 2013
|
||||||||||||||||||
Balance at
September 30, 2013 |
|
Adjustments for
Acquisitions and Divestitures |
|
Accruals
|
|
Costs Incurred
|
|
Balance at
December 31, 2013 |
||||||||||
$
|
7,260
|
|
|
$
|
—
|
|
|
$
|
1,875
|
|
|
$
|
(2,373
|
)
|
|
$
|
6,762
|
|
|
|
Three months ended
December 31, |
||||||
|
|
2014
|
|
2013
|
||||
Realized gains on derivative instruments not designated as hedging instruments
|
|
$
|
301
|
|
|
$
|
47
|
|
Buy Currency
|
|
Notional Amount
of Buy Currency |
|
Sell Currency
|
|
Maturity
|
|
Notional Amount
of Sell Currency |
|
Fair Value of
Assets |
|
Fair Value of
Liabilities |
||||||
U.S. Dollar
|
|
1,327
|
|
|
Japanese Yen
|
|
December 2014 to March 2015
|
|
160,000
|
|
|
$
|
—
|
|
|
$
|
1
|
|
British Pound
|
|
1,700
|
|
|
Euro
|
|
January 2015
|
|
1,326
|
|
|
—
|
|
|
6
|
|
||
U.S. Dollar
|
|
1,581
|
|
|
Euro
|
|
January 2015
|
|
1,300
|
|
|
—
|
|
|
31
|
|
||
U.S. Dollar
|
|
502
|
|
|
Taiwan Dollar
|
|
January 2015
|
|
16,000
|
|
|
—
|
|
|
1
|
|
||
U.S. Dollar
|
|
622
|
|
|
British Pound
|
|
January 2015
|
|
400
|
|
|
—
|
|
|
1
|
|
||
Korean Won
|
|
590,000
|
|
|
U.S. Dollar
|
|
January 2015
|
|
534
|
|
|
3
|
|
|
—
|
|
||
U.S. Dollar
|
|
199
|
|
|
Japanese Yen
|
|
January 2015
|
|
24,000
|
|
|
—
|
|
|
—
|
|
||
U.S. Dollar
|
|
762
|
|
|
Israeli Shekel
|
|
January 2015
|
|
3,000
|
|
|
—
|
|
|
2
|
|
||
|
|
|
|
|
|
|
|
|
|
$
|
3
|
|
|
$
|
42
|
|
Buy Currency
|
|
Notional Amount
of Buy Currency |
|
Sell Currency
|
|
Maturity
|
|
Notional Amount
of Sell Currency |
|
Fair Value of
Assets |
|
Fair Value of
Liabilities |
||||||
U.S. Dollar
|
|
1,736
|
|
|
Japanese Yen
|
|
October 2014 to December 2014
|
|
190,000
|
|
|
$
|
—
|
|
|
$
|
11
|
|
U.S. Dollar
|
|
1,395
|
|
|
Euro
|
|
October 2014
|
|
1,100
|
|
|
—
|
|
|
16
|
|
||
U.S. Dollar
|
|
656
|
|
|
Taiwan Dollar
|
|
October 2014
|
|
20,000
|
|
|
—
|
|
|
5
|
|
||
U.S. Dollar
|
|
650
|
|
|
British Pound
|
|
October 2014
|
|
400
|
|
|
—
|
|
|
5
|
|
||
U.S. Dollar
|
|
731
|
|
|
Israeli Shekel
|
|
October 2014
|
|
2,700
|
|
|
—
|
|
|
5
|
|
||
U.S. Dollar
|
|
76
|
|
|
Korean Won
|
|
October 2014
|
|
80,000
|
|
|
—
|
|
|
1
|
|
||
British Pound
|
|
3,513
|
|
|
Euro
|
|
October 2014
|
|
4,500
|
|
|
—
|
|
|
15
|
|
||
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
December 31, 2014:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
29,054
|
|
|
$
|
—
|
|
|
$
|
(45
|
)
|
|
$
|
29,009
|
|
Corporate securities
|
64,948
|
|
|
4
|
|
|
(198
|
)
|
|
64,754
|
|
||||
Mortgage-backed securities
|
937
|
|
|
31
|
|
|
—
|
|
|
968
|
|
||||
Other debt securities
|
7,361
|
|
|
—
|
|
|
(9
|
)
|
|
7,352
|
|
||||
Municipal securities
|
18,800
|
|
|
1
|
|
|
(31
|
)
|
|
18,770
|
|
||||
Bank certificate of deposits
|
20,083
|
|
|
1
|
|
|
(1
|
)
|
|
20,083
|
|
||||
|
$
|
141,183
|
|
|
$
|
37
|
|
|
$
|
(284
|
)
|
|
$
|
140,936
|
|
September 30, 2014:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
26,052
|
|
|
$
|
1
|
|
|
$
|
(39
|
)
|
|
$
|
26,014
|
|
Corporate securities
|
74,614
|
|
|
23
|
|
|
(174
|
)
|
|
74,463
|
|
||||
Mortgage-backed securities
|
964
|
|
|
36
|
|
|
—
|
|
|
1,000
|
|
||||
Other debt securities
|
7,358
|
|
|
—
|
|
|
(10
|
)
|
|
7,348
|
|
||||
Municipal securities
|
15,888
|
|
|
1
|
|
|
(16
|
)
|
|
15,873
|
|
||||
Bank certificate of deposits
|
26,645
|
|
|
2
|
|
|
(3
|
)
|
|
26,644
|
|
||||
|
$
|
151,521
|
|
|
$
|
63
|
|
|
$
|
(242
|
)
|
|
$
|
151,342
|
|
|
Fair Value
|
||
Due in one year or less
|
$
|
58,648
|
|
Due after one year through five years
|
78,958
|
|
|
Due after ten years
|
3,330
|
|
|
|
$
|
140,936
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
December 31,
2014 |
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
2,848
|
|
|
$
|
1,950
|
|
|
$
|
898
|
|
|
$
|
—
|
|
Available-for-sale securities
|
|
140,936
|
|
|
—
|
|
|
140,936
|
|
|
—
|
|
||||
Foreign exchange contracts
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Convertible debt securities
|
|
2,458
|
|
|
—
|
|
|
—
|
|
|
2,458
|
|
||||
Stock warrant
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||
Total Assets
|
|
$
|
146,285
|
|
|
$
|
1,950
|
|
|
$
|
141,837
|
|
|
$
|
2,498
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
September 30,
2014 |
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
6,404
|
|
|
$
|
5,166
|
|
|
$
|
1,238
|
|
|
$
|
—
|
|
Available-for-sale securities
|
|
151,342
|
|
|
—
|
|
|
151,342
|
|
|
—
|
|
||||
Total Assets
|
|
$
|
157,746
|
|
|
$
|
5,166
|
|
|
$
|
152,580
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
|
Convertible Debt Securities
|
|
Stock Warrant
|
|
Total
|
||||||
Balance at September 30, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions (1)
|
|
2,458
|
|
|
40
|
|
|
2,498
|
|
|||
Balance at December 31, 2014
|
|
$
|
2,458
|
|
|
$
|
40
|
|
|
$
|
2,498
|
|
Year ended September 30,
|
|
||
2015
|
$
|
661
|
|
2016
|
881
|
|
|
2017
|
881
|
|
|
2018
|
6,901
|
|
|
Total minimum lease payments
|
9,324
|
|
|
Less amounts representing interest
|
1,147
|
|
|
Total capital lease obligation
|
8,177
|
|
|
Less current portion of capital lease obligation
|
881
|
|
|
Long-term capital lease obligation
|
$
|
7,296
|
|
•
|
The Brooks Product Solutions segment provides a variety of products and solutions that enable improved throughput and yield in controlled operating environments. Those products include atmospheric and vacuum robots, robotic modules, and tool automation systems that provide precision handling and clean wafer environments as well as cryogenic pumps and compressors that provide vacuum pumping and thermal management solutions used to create and control critical process vacuum applications.
|
•
|
The Brooks Global Services segment provides an extensive range of support services, including repair services, diagnostic support services, and installation services in support of the base equipment installed by our Brooks Product Solutions segment, which enable our customers to maximize process tool uptime and productivity. This segment also provides end-user customers with spare parts and productivity enhancement upgrades to maximize customer tool productivity.
|
•
|
The Brooks Life Science Systems segment provides automated cold sample management systems for compound and bio sample storage, equipment for sample preparation and handling, consumables, and parts and support services to a wide range of life science customers including pharmaceutical companies, biotechnology companies, biobanks, national laboratories, research institutes and research universities.
|
Period
|
Total
Number
of Shares
Purchased
|
|
Average Price Paid
per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
|
||||
October 1 — 31, 2014
|
6,520
|
|
|
$
|
10.46
|
|
|
6,520
|
|
November 1 — 30, 2014
|
170,352
|
|
|
11.92
|
|
|
170,352
|
|
|
December 1 — 31, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
176,872
|
|
|
$
|
11.87
|
|
|
176,872
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
10.1
|
|
Offer letter dated June 12, 2014 between the Company and David C. Gray.
|
|
|
|
31.01
|
|
Certification of the Registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.02
|
|
Certification of the Registrant's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32
|
|
Certification of the Registrant's Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following material from the Company's Quarterly Report on Form 10-Q, for the quarter ended December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements.
|
|
BROOKS AUTOMATION, INC.
|
|
|
Date: February 5, 2015
|
/
S
/ Lindon G. Robertson
|
|
Lindon G. Robertson
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
Date: February 5, 2015
|
/
S
/ David Pietrantoni
|
|
David Pietrantoni
|
|
Vice President-Finance and Corporate Controller
|
|
(Principal Accounting Officer)
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
10.1
|
|
Offer letter dated June 12, 2014 between the Company and David C. Gray.
|
|
|
|
31.01
|
|
Certification of the Registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.02
|
|
Certification of the Registrant's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32
|
|
Certification of the Registrant's Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following material from the Company's Quarterly Report on Form 10-Q, for the quarter ended December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements.
|
|
Brooks Automation, Inc.
|
|
Tel (978) 262-2400
|
||
Fax (978) 262-2500
|
||
15 Elizabeth Drive Chelmsford, MA 01824
|
1.
|
The base salary for this position will be $350,000 annually, paid biweekly. Your subsequent salary reviews will be conducted consistent with Brooks' policy for executives, generally on an annual basis with any changes effective January 1
st
.
|
2.
|
You are eligible to participate in the annual Performance Based Variable Compensation Plan for the 2014 fiscal year with an annual target of 60%. For the current 2014 plan year, we will recognize the time your performed services as a consultant to Brooks and calculate your award on the basis of your offered salary of $350,000. Payment of variable compensation is subject to your meeting the aggressive but achievable corporate, business unit and individual goals and objectives defined and agreed upon for 2014 and subsequent performance 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, will receive an initial hire grant of 75,000 restricted stock units (RSUs). Fifty Thousand (50,000) of these will vest on a three year pro rata basis from November 6, 2013 and 25,000 will vest based on the achievement of established financial objectives and a continuing service requirement through November, 2016. In addition, subject to final Board approval, you will receive an equity grant of approximately 75,000 RSUs in November, 2014 for the FY 2015 equity plan with performance and time based restrictions.
|
4.
|
You will be eligible for our company sponsored benefit plans. Brooks Automation currently pays a majority 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 match, an Employee Stock Purchase Plan with a 15% discount, a Non-qualified Deferred Compensation Plan and a Flexible Leave time off policy.
|
Acceptance:
|
|
|
|
Signature
|
Date
|
|
|
|
|
Start Date
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Brooks Automation, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/
S
/ S
TEPHEN
S. S
CHWARTZ
|
|
Stephen S. Schwartz
|
|
Chief Executive Officer
|
|
|
|
Date: February 5, 2015
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Brooks Automation, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/
S
/ L
INDON
G. R
OBERTSON
|
|
Lindon G. Robertson
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Date: February 5, 2015
|
|
|
|
|
Dated: February 5, 2015
|
|
/
S
/ S
TEPHEN
S. S
CHWARTZ
|
|
|
Stephen S. Schwartz
|
|
|
Director and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Dated: February 5, 2015
|
|
/
S
/ L
INDON
G. R
OBERTSON
|
|
|
Lindon G. Robertson
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|