|
|
|
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,
2015 |
|
September 30,
2015 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
55,572
|
|
|
$
|
80,722
|
|
Marketable securities
|
41
|
|
|
70,021
|
|
||
Accounts receivable, net
|
102,889
|
|
|
86,448
|
|
||
Inventories
|
99,894
|
|
|
100,619
|
|
||
Deferred tax assets
|
18,917
|
|
|
17,609
|
|
||
Assets held for sale
|
2,869
|
|
|
2,900
|
|
||
Prepaid expenses and other current assets
|
16,856
|
|
|
15,158
|
|
||
Total current assets
|
297,038
|
|
|
373,477
|
|
||
Property, plant and equipment, net
|
54,719
|
|
|
41,855
|
|
||
Long-term marketable securities
|
9,614
|
|
|
63,287
|
|
||
Long-term deferred tax assets
|
58,617
|
|
|
70,476
|
|
||
Goodwill
|
202,347
|
|
|
121,408
|
|
||
Intangible assets, net
|
93,287
|
|
|
55,446
|
|
||
Equity method investments
|
23,814
|
|
|
24,308
|
|
||
Other assets
|
9,598
|
|
|
9,397
|
|
||
Total assets
|
$
|
749,034
|
|
|
$
|
759,654
|
|
Liabilities and Stockholders' equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
38,812
|
|
|
$
|
44,890
|
|
Deferred revenue
|
28,245
|
|
|
17,886
|
|
||
Accrued warranty and retrofit costs
|
5,767
|
|
|
6,089
|
|
||
Accrued compensation and benefits
|
14,494
|
|
|
20,401
|
|
||
Accrued restructuring costs
|
1,654
|
|
|
2,073
|
|
||
Accrued income taxes payable
|
4,880
|
|
|
6,111
|
|
||
Deferred tax liabilities
|
1,154
|
|
|
1,251
|
|
||
Accrued expenses and other current liabilities
|
21,149
|
|
|
15,550
|
|
||
Total current liabilities
|
116,155
|
|
|
114,251
|
|
||
Long-term tax reserves
|
2,953
|
|
|
3,644
|
|
||
Long-term deferred tax liabilities
|
2,917
|
|
|
3,196
|
|
||
Long-term pension liabilities
|
3,115
|
|
|
3,118
|
|
||
Other long-term liabilities
|
3,660
|
|
|
3,400
|
|
||
Total liabilities
|
128,800
|
|
|
127,609
|
|
||
Commitments and contingencies (Note 18)
|
|
|
|
||||
Stockholders' 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, 81,901,445 shares issued and 68,439,576 shares outstanding at December 31, 2015; 81,093,052 shares issued and 67,631,183 shares outstanding at September 30, 2015
|
819
|
|
|
811
|
|
||
Additional paid-in capital
|
1,846,863
|
|
|
1,846,357
|
|
||
Accumulated other comprehensive income
|
5,074
|
|
|
5,898
|
|
||
Treasury stock at cost- 13,461,869 shares
|
(200,956
|
)
|
|
(200,956
|
)
|
||
Accumulated deficit
|
(1,031,566
|
)
|
|
(1,020,065
|
)
|
||
Total stockholders' equity
|
620,234
|
|
|
632,045
|
|
||
Total liabilities and stockholders' equity
|
$
|
749,034
|
|
|
$
|
759,654
|
|
|
Three Months Ended
December 31, |
||||||
|
2015
|
|
2014
|
||||
Revenue
|
|
|
|
||||
Product
|
$
|
89,180
|
|
|
$
|
99,730
|
|
Services
|
30,775
|
|
|
23,006
|
|
||
Total revenue
|
119,955
|
|
|
122,736
|
|
||
Cost of revenue
|
|
|
|
||||
Product
|
58,150
|
|
|
70,220
|
|
||
Services
|
21,251
|
|
|
13,428
|
|
||
Total cost of revenue
|
79,401
|
|
|
83,648
|
|
||
Gross profit
|
40,554
|
|
|
39,088
|
|
||
Operating expenses
|
|
|
|
||||
Research and development
|
13,278
|
|
|
13,489
|
|
||
Selling, general and administrative
|
34,121
|
|
|
29,411
|
|
||
Restructuring and other charges
|
1,475
|
|
|
2,668
|
|
||
Total operating expenses
|
48,874
|
|
|
45,568
|
|
||
Operating loss
|
(8,320
|
)
|
|
(6,480
|
)
|
||
Interest income
|
205
|
|
|
251
|
|
||
Interest expense
|
(3
|
)
|
|
(102
|
)
|
||
Other (loss) income, net
|
(59
|
)
|
|
1,019
|
|
||
Loss before income taxes and equity in earnings (losses) of equity method investments
|
(8,177
|
)
|
|
(5,312
|
)
|
||
Income tax benefit
|
(3,370
|
)
|
|
(3,110
|
)
|
||
Loss before equity in earnings (losses) of equity method investments
|
(4,807
|
)
|
|
(2,202
|
)
|
||
Equity in earnings (losses) of equity method investments
|
159
|
|
|
(532
|
)
|
||
Net loss
|
(4,648
|
)
|
|
(2,734
|
)
|
||
Basic net loss per share
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
Diluted net loss per share
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
Dividend declared per share
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
|
|
|
||||
Weighted average shares outstanding used in computing net loss per share:
|
|
|
|
||||
Basic
|
68,130
|
|
|
67,126
|
|
||
Diluted
|
68,130
|
|
|
67,126
|
|
|
Three Months Ended
December 31, |
||||||
|
2015
|
|
2014
|
||||
Net loss
|
$
|
(4,648
|
)
|
|
$
|
(2,734
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Cumulative foreign translation adjustments
|
(713
|
)
|
|
(4,142
|
)
|
||
Unrealized loss on marketable securities, net of tax effects of $(48) and $24 during the three months ended December 31, 2015 and 2014
|
(119
|
)
|
|
(65
|
)
|
||
Actuarial gain, net of tax effects of ($2) and ($5) during the three months ended December 31, 2015 and 2014
|
8
|
|
|
22
|
|
||
Total other comprehensive income (loss), net of tax
|
(824
|
)
|
|
(4,185
|
)
|
||
Comprehensive loss, net of tax
|
$
|
(5,472
|
)
|
|
$
|
(6,919
|
)
|
|
Three Months Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(4,648
|
)
|
|
$
|
(2,734
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
6,445
|
|
|
6,403
|
|
||
Stock-based compensation
|
4,714
|
|
|
3,483
|
|
||
Amortization of premium on marketable securities
|
274
|
|
|
336
|
|
||
Undistributed (earnings) losses of equity method investments
|
(159
|
)
|
|
532
|
|
||
Deferred income tax benefit
|
(3,797
|
)
|
|
(4,107
|
)
|
||
Loss on disposal of long-lived assets
|
—
|
|
|
2
|
|
||
Changes in operating assets and liabilities, net of acquisitions and disposals:
|
|
|
|
||||
Accounts receivable
|
218
|
|
|
4,973
|
|
||
Inventories
|
119
|
|
|
(236
|
)
|
||
Prepaid expenses and other current assets
|
(1,697
|
)
|
|
1,754
|
|
||
Accounts payable
|
(7,639
|
)
|
|
2,117
|
|
||
Deferred revenue
|
8,872
|
|
|
705
|
|
||
Accrued warranty and retrofit costs
|
(305
|
)
|
|
(290
|
)
|
||
Accrued compensation and benefits
|
(10,059
|
)
|
|
(9,333
|
)
|
||
Accrued restructuring costs
|
(407
|
)
|
|
519
|
|
||
Accrued expenses and other current liabilities
|
(4,308
|
)
|
|
(1,089
|
)
|
||
Net cash (used in) provided by operating activities
|
(12,377
|
)
|
|
3,035
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of property, plant and equipment
|
(2,486
|
)
|
|
(1,576
|
)
|
||
Purchases of marketable securities
|
(12,901
|
)
|
|
(22,269
|
)
|
||
Sales and maturities of marketable securities
|
135,873
|
|
|
32,201
|
|
||
Disbursement for a loan receivable
|
(300
|
)
|
|
—
|
|
||
Acquisitions, net of cash acquired
|
(125,498
|
)
|
|
(15,428
|
)
|
||
Purchases of other investments
|
—
|
|
|
(2,500
|
)
|
||
Net cash used in investing activities
|
(5,312
|
)
|
|
(9,572
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Principal repayments of capital lease obligations
|
—
|
|
|
(121
|
)
|
||
Common stock dividends paid
|
(6,844
|
)
|
|
(6,731
|
)
|
||
Net cash used in financing activities
|
(6,844
|
)
|
|
(6,852
|
)
|
||
Effects of exchange rate changes on cash and cash equivalents
|
(617
|
)
|
|
(2,966
|
)
|
||
Net decrease in cash and cash equivalents
|
(25,150
|
)
|
|
(16,355
|
)
|
||
Cash and cash equivalents, beginning of period
|
80,722
|
|
|
94,114
|
|
||
Cash and cash equivalents, end of period
|
$
|
55,572
|
|
|
$
|
77,759
|
|
|
|
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
2,003
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
1,991
|
|
Corporate securities
|
2,813
|
|
|
—
|
|
|
(2
|
)
|
|
2,811
|
|
||||
Other debt securities
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||
Municipal securities
|
4,825
|
|
|
—
|
|
|
(13
|
)
|
|
4,812
|
|
||||
Total marketable securities
|
$
|
9,682
|
|
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
$
|
9,655
|
|
September 30, 2015:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
30,343
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
30,382
|
|
Corporate securities
|
54,725
|
|
|
13
|
|
|
(48
|
)
|
|
54,690
|
|
||||
Mortgage-backed securities
|
857
|
|
|
27
|
|
|
—
|
|
|
884
|
|
||||
Other debt securities
|
5,056
|
|
|
3
|
|
|
—
|
|
|
5,059
|
|
||||
Municipal securities
|
30,258
|
|
|
18
|
|
|
(9
|
)
|
|
30,267
|
|
||||
Bank certificate of deposits
|
12,024
|
|
|
2
|
|
|
—
|
|
|
12,026
|
|
||||
|
$
|
133,263
|
|
|
$
|
102
|
|
|
$
|
(57
|
)
|
|
$
|
133,308
|
|
|
Fair Value
|
||
Due in one year or less
|
$
|
41
|
|
Due after one year through five years
|
7,311
|
|
|
Due after ten years
|
2,303
|
|
|
Total marketable securities
|
$
|
9,655
|
|
|
Fair Value of Assets and Liabilities
|
||
Accounts receivable
|
$
|
16,942
|
|
Prepaid expenses and other current assets
|
321
|
|
|
Property, plant and equipment
|
14,345
|
|
|
Intangible assets
|
41,460
|
|
|
Goodwill
|
79,889
|
|
|
Other assets
|
53
|
|
|
Debt assumed
|
(385
|
)
|
|
Accounts payable
|
(1,708
|
)
|
|
Accrued liabilities
|
(9,423
|
)
|
|
Deferred revenue
|
(1,766
|
)
|
|
Long-term deferred tax liabilities
|
(14,169
|
)
|
|
Other liabilities
|
(61
|
)
|
|
Total purchase price, net of cash acquired
|
$
|
125,498
|
|
|
Three Months Ended December 31, 2015
|
|
Three Months Ended December 31, 2014
|
||||
Revenue
|
$
|
131,001
|
|
|
$
|
132,399
|
|
Net loss
|
(71
|
)
|
|
(8,887
|
)
|
||
|
|
|
|
||||
Basic loss per share
|
$
|
—
|
|
|
$
|
(0.13
|
)
|
Diluted loss per share
|
$
|
—
|
|
|
$
|
(0.13
|
)
|
|
|
|
|
||||
Weighted average shares outstanding used in computing net loss per share:
|
|
|
|
||||
Basic
|
68,130
|
|
|
67,126
|
|
||
Diluted
|
68,130
|
|
|
67,126
|
|
|
Fair Value of Assets and Liabilities
|
||
Accounts receivable
|
$
|
42
|
|
Inventories
|
2,020
|
|
|
Prepaid expenses and other current assets
|
484
|
|
|
Property, plant and equipment
|
79
|
|
|
Completed technology
|
2,290
|
|
|
Goodwill
|
4,195
|
|
|
Other assets
|
1,410
|
|
|
Accounts payable
|
(1,089
|
)
|
|
Accrued liabilities
|
(1,823
|
)
|
|
Long-term deferred tax liabilities
|
(774
|
)
|
|
Total purchase price, net of cash acquired
|
$
|
6,834
|
|
|
Fair Values of Assets and Liabilities
|
||
Accounts receivable
|
$
|
1,980
|
|
Inventory
|
2,857
|
|
|
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
|
8,247
|
|
|
Accounts payable
|
(2,079
|
)
|
|
Deferred revenue
|
(72
|
)
|
|
Accrued liabilities
|
(992
|
)
|
|
Long-term deferred tax liabilities
|
(1,540
|
)
|
|
Total purchase price, net of cash acquired
|
$
|
15,505
|
|
|
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
|
|
Accumulated goodwill impairments
|
(437,706
|
)
|
|
(151,238
|
)
|
|
—
|
|
|
(26,014
|
)
|
|
(614,958
|
)
|
|||||
Goodwill, net of accumulated impairments, at September 30, 2014
|
56,569
|
|
|
5,554
|
|
|
47,378
|
|
|
—
|
|
|
109,501
|
|
|||||
Acquisitions and adjustments
|
3,660
|
|
|
—
|
|
|
8,247
|
|
|
—
|
|
|
11,907
|
|
|||||
Gross goodwill, at September 30, 2015
|
497,935
|
|
|
156,792
|
|
|
55,625
|
|
|
26,014
|
|
|
736,366
|
|
|||||
Accumulated goodwill impairments
|
(437,706
|
)
|
|
(151,238
|
)
|
|
—
|
|
|
(26,014
|
)
|
|
(614,958
|
)
|
|||||
Goodwill, net of accumulated impairments, at September 30, 2015
|
60,229
|
|
|
5,554
|
|
|
55,625
|
|
|
—
|
|
|
121,408
|
|
|||||
Acquisitions and adjustments
|
1,050
|
|
|
—
|
|
|
79,889
|
|
|
—
|
|
|
80,939
|
|
|||||
Gross goodwill, at December 31, 2015
|
498,985
|
|
|
156,792
|
|
|
135,514
|
|
|
26,014
|
|
|
817,305
|
|
|||||
Accumulated goodwill impairments
|
(437,706
|
)
|
|
(151,238
|
)
|
|
—
|
|
|
(26,014
|
)
|
|
(614,958
|
)
|
|||||
Goodwill, net of accumulated impairments, at December 31, 2015
|
$
|
61,279
|
|
|
$
|
5,554
|
|
|
$
|
135,514
|
|
|
$
|
—
|
|
|
$
|
202,347
|
|
|
December 31, 2015
|
|
September 30, 2015
|
||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization |
|
Net Book
Value |
|
Cost
|
|
Accumulated
Amortization |
|
Net Book
Value |
||||||||||||
Patents
|
$
|
7,808
|
|
|
$
|
7,417
|
|
|
$
|
391
|
|
|
$
|
7,808
|
|
|
$
|
7,394
|
|
|
$
|
414
|
|
Completed technology
|
60,705
|
|
|
47,967
|
|
|
12,738
|
|
|
60,748
|
|
|
46,718
|
|
|
14,030
|
|
||||||
Trademarks and trade names
|
9,150
|
|
|
3,684
|
|
|
5,466
|
|
|
4,241
|
|
|
3,604
|
|
|
637
|
|
||||||
Customer relationships
|
114,123
|
|
|
39,431
|
|
|
74,692
|
|
|
77,716
|
|
|
37,351
|
|
|
40,365
|
|
||||||
Total intangible assets
|
$
|
191,786
|
|
|
$
|
98,499
|
|
|
$
|
93,287
|
|
|
$
|
150,513
|
|
|
$
|
95,067
|
|
|
$
|
55,446
|
|
|
December 31,
2015 |
|
September 30,
2015 |
||||
Accounts receivable
|
$
|
104,534
|
|
|
$
|
87,582
|
|
Less: allowance for doubtful accounts
|
(1,538
|
)
|
|
(1,019
|
)
|
||
Less: allowance for sales returns
|
(107
|
)
|
|
(115
|
)
|
||
Accounts receivable, net
|
$
|
102,889
|
|
|
$
|
86,448
|
|
|
December 31,
2015 |
|
September 30,
2015 |
||||
Inventories:
|
|
|
|
||||
Raw materials and purchased parts
|
$
|
64,235
|
|
|
$
|
62,441
|
|
Work-in-process
|
14,223
|
|
|
21,563
|
|
||
Finished goods
|
21,436
|
|
|
16,615
|
|
||
Total inventories
|
$
|
99,894
|
|
|
$
|
100,619
|
|
Activity - Three Months Ended December 31, 2015
|
||||||||||||||||||
Balance at
September 30, 2015 |
|
Adjustments for
Acquisitions and Divestitures |
|
Accruals
|
|
Costs Incurred
|
|
Balance at
December 31, 2015 |
||||||||||
$
|
6,089
|
|
|
$
|
—
|
|
|
$
|
2,124
|
|
|
$
|
(2,446
|
)
|
|
$
|
5,767
|
|
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
|
|
|
|
Three Months Ended
December 31, |
||||||
|
|
2015
|
|
2014
|
||||
Realized gains on derivative instruments not designated as hedging instruments
|
|
$
|
275
|
|
|
$
|
301
|
|
Buy Currency
|
|
Notional Amount
of Buy Currency |
|
Sell Currency
|
|
Maturity
|
|
Notional Amount
of Sell Currency |
|
Fair Value of
Assets |
|
Fair Value of
Liabilities |
||||||
British Pound
|
|
172
|
|
|
Norwegian Krone
|
|
January 2016
|
|
1,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
British Pound
|
|
251
|
|
|
Swedish Krona
|
|
January 2016
|
|
2,100
|
|
|
1
|
|
|
—
|
|
||
British Pound
|
|
1,761
|
|
|
Euro
|
|
January 2016
|
|
1,600
|
|
|
7
|
|
|
—
|
|
||
U.S. Dollar
|
|
819
|
|
|
Taiwan Dollar
|
|
January 2016
|
|
26,900
|
|
|
4
|
|
|
—
|
|
||
U.S. Dollar
|
|
5,646
|
|
|
Chinese Yuan
|
|
January 2016
|
|
37,000
|
|
|
—
|
|
|
(73
|
)
|
||
U.S. Dollar
|
|
9,395
|
|
|
British Pound
|
|
January 2016
|
|
13,980
|
|
|
24
|
|
|
—
|
|
||
Euro
|
|
12,814
|
|
|
U.S. Dollar
|
|
January 2016
|
|
14,100
|
|
|
48
|
|
|
—
|
|
||
Korean Won
|
|
104
|
|
|
Singapore Dollar
|
|
January 2016
|
|
150
|
|
|
—
|
|
|
(3
|
)
|
||
Korean Won
|
|
827
|
|
|
U.S. Dollar
|
|
January 2016
|
|
963,000
|
|
|
—
|
|
|
(21
|
)
|
||
U.S. Dollar
|
|
1,266
|
|
|
Japanese Yen
|
|
January 2016
|
|
152,000
|
|
|
2
|
|
|
—
|
|
||
Korean Won
|
|
105
|
|
|
Japanese Yen
|
|
January 2016
|
|
105
|
|
|
—
|
|
|
(3
|
)
|
||
Singapore Dollar
|
|
511
|
|
|
U.S. Dollar
|
|
January 2016
|
|
720
|
|
|
1
|
|
|
—
|
|
||
U.S. Dollar
|
|
17
|
|
|
Israeli Shekel
|
|
January 2016
|
|
65
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
87
|
|
|
(100
|
)
|
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
|
|
1,543
|
|
|
Korean Won
|
|
October 2015
|
|
1,852,000
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
British Pound
|
|
2,157
|
|
|
Euro
|
|
October 2015
|
|
1,600
|
|
|
—
|
|
|
(29
|
)
|
||
U.S. Dollar
|
|
662
|
|
|
Taiwan Dollar
|
|
October 2015
|
|
22,000
|
|
|
—
|
|
|
(1
|
)
|
||
U.S. Dollar
|
|
4,308
|
|
|
British Pound
|
|
October 2015
|
|
6,520
|
|
|
32
|
|
|
—
|
|
||
Euro
|
|
9,300
|
|
|
U.S. Dollar
|
|
October 2015
|
|
8,253
|
|
|
40
|
|
|
—
|
|
||
U.S. Dollar
|
|
5,177
|
|
|
Chinese Yuan
|
|
October 2015
|
|
33,000
|
|
|
15
|
|
|
—
|
|
||
U.S. Dollar
|
|
425
|
|
|
Japanese Yen
|
|
October 2015
|
|
51,000
|
|
|
—
|
|
|
—
|
|
||
U.S. Dollar
|
|
1,336
|
|
|
Japanese Yen
|
|
December 2015
|
|
160,000
|
|
|
2
|
|
|
—
|
|
||
U.S. Dollar
|
|
457
|
|
|
Israeli Shekel
|
|
October 2015
|
|
1,800
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
$
|
89
|
|
|
$
|
(36
|
)
|
|
Three Months Ended
December 31, |
||||||
|
2015
|
|
2014
|
||||
Restricted stock units
|
$
|
4,577
|
|
|
$
|
3,372
|
|
Employee stock purchase plan
|
137
|
|
|
111
|
|
||
Total stock-based compensation
|
$
|
4,714
|
|
|
$
|
3,483
|
|
|
Total Units
|
|
Time-Based Units
|
|
Stock Grants
|
|
Performance-Based Units
|
||||
Three months ended December 31, 2015
|
1,208,954
|
|
|
424,250
|
|
|
954
|
|
|
783,750
|
|
Three months ended December 31, 2014
|
1,375,500
|
|
|
551,250
|
|
|
—
|
|
|
824,250
|
|
|
Shares
|
|
Weighted
Average Grant-Date Fair Value |
|||
Outstanding at September 30, 2015
|
3,257,413
|
|
|
$
|
9.95
|
|
Granted
|
1,208,954
|
|
|
11.36
|
|
|
Vested
|
(1,180,367
|
)
|
|
9.51
|
|
|
Forfeited
|
(540,153
|
)
|
|
11.83
|
|
|
Outstanding at December 31, 2015
|
2,745,847
|
|
|
$
|
10.92
|
|
|
Three Months Ended
December 31, |
||||||
|
2015
|
|
2014
|
||||
Net loss
|
$
|
(4,648
|
)
|
|
$
|
(2,734
|
)
|
|
|
|
|
||||
Weighted average common shares outstanding used in computing basic earnings per share
|
68,130
|
|
|
67,126
|
|
||
Dilutive restricted stock units
|
—
|
|
|
—
|
|
||
Weighted average common shares outstanding used in computing diluted earnings per share
|
68,130
|
|
|
67,126
|
|
||
|
|
|
|
||||
Basic net income (loss) per share
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
Diluted net income (loss) per share
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
Activity — Three Months Ended December 31, 2015
|
||||||||||||||
|
Balance at
September 30, 2015 |
|
Expenses
|
|
Payments
|
|
Balance at
December 31, 2015 |
||||||||
Facilities and other contract termination costs
|
$
|
433
|
|
|
$
|
(135
|
)
|
|
$
|
(298
|
)
|
|
$
|
—
|
|
Workforce-related termination benefits
|
1,640
|
|
|
1,610
|
|
|
(1,596
|
)
|
|
1,654
|
|
||||
Total restructuring liabilities
|
$
|
2,073
|
|
|
$
|
1,475
|
|
|
$
|
(1,894
|
)
|
|
$
|
1,654
|
|
|
|
|
|
|
|
|
|
||||||||
|
Activity — Three Months Ended December 31, 2014
|
||||||||||||||
|
Balance at
September 30, 2014 |
|
Expense
|
|
Utilization
|
|
Balance at
December 31, 2014 |
||||||||
Facilities and other contract termination costs
|
$
|
71
|
|
|
$
|
1,205
|
|
|
$
|
(101
|
)
|
|
$
|
1,175
|
|
Workforce-related termination benefits
|
3,404
|
|
|
1,463
|
|
|
(2,114
|
)
|
|
2,753
|
|
||||
Total restructuring liabilities
|
$
|
3,475
|
|
|
$
|
2,668
|
|
|
$
|
(2,215
|
)
|
|
$
|
3,928
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, |
||||||
|
2015
|
|
2014
|
||||
Service cost
|
$
|
136
|
|
|
$
|
119
|
|
Interest cost
|
18
|
|
|
31
|
|
||
Amortization of losses
|
4
|
|
|
—
|
|
||
Expected return on assets
|
(40
|
)
|
|
(53
|
)
|
||
Net periodic pension cost
|
$
|
118
|
|
|
$
|
97
|
|
|
Brooks
Product Solutions |
|
Brooks
Global Services |
|
Brooks
Life Science Systems |
|
Total
|
||||||||
Three Months Ended December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
76,561
|
|
|
$
|
2,618
|
|
|
$
|
10,001
|
|
|
$
|
89,180
|
|
Services
|
—
|
|
|
19,897
|
|
|
10,878
|
|
|
30,775
|
|
||||
Total revenue
|
$
|
76,561
|
|
|
$
|
22,515
|
|
|
$
|
20,879
|
|
|
$
|
119,955
|
|
Gross profit
|
$
|
27,101
|
|
|
$
|
7,558
|
|
|
$
|
5,895
|
|
|
$
|
40,554
|
|
Segment operating income (loss)
|
$
|
337
|
|
|
$
|
2,603
|
|
|
$
|
(4,602
|
)
|
|
$
|
(1,662
|
)
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended December 31, 2014:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
82,856
|
|
|
$
|
4,108
|
|
|
$
|
12,766
|
|
|
$
|
99,730
|
|
Services
|
—
|
|
|
19,089
|
|
|
3,917
|
|
|
23,006
|
|
||||
Total revenue
|
$
|
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
|
)
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
$
|
258,340
|
|
|
$
|
57,964
|
|
|
$
|
248,616
|
|
|
$
|
564,920
|
|
September 30, 2015
|
$
|
260,011
|
|
|
$
|
57,058
|
|
|
$
|
110,910
|
|
|
$
|
427,979
|
|
|
Three Months Ended
December 31, |
||||||
|
2015
|
|
2014
|
||||
Segment operating loss
|
$
|
(1,662
|
)
|
|
$
|
(1,501
|
)
|
Amortization of acquired intangible assets
|
2,211
|
|
|
1,912
|
|
||
Restructuring and other charges
|
1,475
|
|
|
2,668
|
|
||
Other unallocated corporate expenses
|
2,972
|
|
|
399
|
|
||
Total operating loss
|
$
|
(8,320
|
)
|
|
$
|
(6,480
|
)
|
|
December 31,
2015 |
|
September 30,
2015 |
||||
Segment assets
|
$
|
564,920
|
|
|
$
|
427,979
|
|
Cash, cash equivalents and marketable securities
|
65,227
|
|
|
214,030
|
|
||
Deferred tax assets
|
91,704
|
|
|
89,959
|
|
||
Assets held for sale
|
2,869
|
|
|
2,900
|
|
||
Equity method investments
|
24,314
|
|
|
24,286
|
|
||
Other unallocated corporate net assets
|
—
|
|
|
500
|
|
||
Total assets
|
$
|
749,034
|
|
|
$
|
759,654
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
December 31, 2015
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
2,702
|
|
|
$
|
2,702
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale securities
|
|
9,655
|
|
|
—
|
|
|
9,655
|
|
|
—
|
|
||||
Foreign exchange contracts
|
|
87
|
|
|
—
|
|
|
87
|
|
|
—
|
|
||||
Convertible debt securities
|
|
5,596
|
|
|
—
|
|
|
—
|
|
|
5,596
|
|
||||
Stock warrants
|
|
51
|
|
|
—
|
|
|
—
|
|
|
51
|
|
||||
Total Assets
|
|
$
|
18,091
|
|
|
$
|
2,702
|
|
|
$
|
9,742
|
|
|
$
|
5,647
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
|
$
|
733
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
733
|
|
Foreign exchange contracts
|
|
100
|
|
|
—
|
|
|
100
|
|
|
—
|
|
||||
Total Liabilities
|
|
$
|
833
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
733
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
September 30,
2015 |
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
11,628
|
|
|
$
|
10,133
|
|
|
$
|
1,495
|
|
|
$
|
—
|
|
Available-for-sale securities
|
|
133,308
|
|
|
—
|
|
|
133,308
|
|
|
—
|
|
||||
Foreign exchange contracts
|
|
89
|
|
|
|
|
89
|
|
|
—
|
|
|||||
Convertible debt securities
|
|
5,337
|
|
|
—
|
|
|
—
|
|
|
5,337
|
|
||||
Stock warrants
|
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||
Total Assets
|
|
$
|
150,421
|
|
|
$
|
10,133
|
|
|
$
|
134,892
|
|
|
$
|
5,396
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
|
$
|
811
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
811
|
|
Foreign exchange contracts
|
|
36
|
|
|
—
|
|
|
36
|
|
|
—
|
|
||||
Total Liabilities
|
|
$
|
847
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
811
|
|
|
|
Convertible Debt Securities
|
|
Stock Warrants
|
|
Contingent Consideration
|
|
Total
|
||||||||
Balance at September 30, 2015
|
|
$
|
5,337
|
|
|
$
|
59
|
|
|
$
|
811
|
|
|
$
|
6,207
|
|
Change in fair value
|
|
259
|
|
|
(8
|
)
|
|
(78
|
)
|
|
173
|
|
||||
Balance at December 31, 2015
|
|
$
|
5,596
|
|
|
$
|
51
|
|
|
$
|
733
|
|
|
$
|
6,380
|
|
•
|
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 integrated systems that contain atmospheric and vacuum robots, as well as cryogenic pumps and cryochillers that provide vacuum pumping solutions.
|
•
|
The Brooks Global Services segment provides an extensive range of support services, including repair services, diagnostic support services, and installation services, 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 tool productivity.
|
•
|
The Brooks Life Science Systems segment provides automated cold sample management systems for compound and biological 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 and research institutes. On November 30, 2015, we completed an acquisition of BioStorage, a global provider of comprehensive outsource biological sample service solutions, including collection, transportation, processing, storage, protection, retrieval and disposal of biological samples.
|
|
December 31, 2015
|
|
September 30, 2015
|
||||
Cash and cash equivalents
|
$
|
55,572
|
|
|
$
|
80,722
|
|
Short-term marketable securities
|
41
|
|
|
70,021
|
|
||
Long-term marketable securities
|
9,614
|
|
|
63,287
|
|
||
|
$
|
65,227
|
|
|
$
|
214,030
|
|
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, 2015
|
6,520
|
|
|
$
|
11.40
|
|
|
6,520
|
|
November 1 — 30, 2015
|
365,454
|
|
|
11.40
|
|
|
365,454
|
|
|
December 1 — 31, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
371,974
|
|
|
$
|
11.40
|
|
|
371,974
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
2.1
|
|
Agreement and Plan of Merger dated November 5, 2015 by and among the Registrant, BioStorage Technologies, Inc., Colt Acquisition Corp. and Shareholder Representative Services, LLC, as amended (incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed on December 4, 2015).
|
|
|
|
10.01
|
|
Offer Letter Agreement dated June 4, 2015 between the Company and Maurice H. Tenney III.
|
|
|
|
10.02
|
|
Letter Agreement dated June 4, 2015 between the Company and Maurice H. Tenney III.
|
|
|
|
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, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the unaudited Consolidated Balance Sheets; (ii) the unaudited Consolidated Statements of Operations; (iii) the unaudited Consolidated Statements of Comprehensive Loss; (iv) the unaudited Consolidated Statements of Cash Flows; and (v) the Notes to the unaudited Consolidated Financial Statements.
|
|
BROOKS AUTOMATION, INC.
|
|
|
Date: February 3, 2016
|
/
S
/ Lindon G. Robertson
|
|
Lindon G. Robertson
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
Date: February 3, 2016
|
/
S
/ David Pietrantoni
|
|
David Pietrantoni
|
|
Vice President-Finance and Corporate Controller
|
|
(Principal Accounting Officer)
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
2.1
|
|
Agreement and Plan of Merger dated November 5, 2015 by and among the Registrant, BioStorage Technologies, Inc., Colt Acquisition Corp. and Shareholder Representative Services, LLC, as amended (incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed on December 4, 2015).
|
|
|
|
10.01
|
|
Offer Letter dated September 27, 2014 between the Company and Maurice H. Tenney III.
|
|
|
|
10.02
|
|
Letter Agreement dated June 4, 2015 between the Company and Maurice H. Tenney III.
|
|
|
|
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, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the unaudited Consolidated Balance Sheets; (ii) the unaudited Consolidated Statements of Operations; (iii) the unaudited Consolidated Statements of Comprehensive Loss; (iv) the unaudited Consolidated Statements of Cash Flows; and (v) the Notes to the unaudited Consolidated Financial Statements.
|
1.
|
Your base salary will be set initially at $425,000 annually, and paid biweekly. Subsequent salary reviews for executive positions are normally conducted and effective in January each year.
|
2.
|
You are eligible to participate in the annual Performance Based Variable Compensation Plan (PBVC) for FY 2015 (Plan year beginning 10-01-14), with an annual target of 75% of base salary paid and an upside potential to 150% of annual target. Payment of variable compensation is subject to your meeting aggressive but achievable corporate, business unit and individual goals and objectives defined and agreed upon for FY 2015 and subsequent years.
|
3.
|
You will be a participant in the Company’s executive equity incentive plans and, subject to final Board approval, receive the following initial grants of restricted stock units (RSU’s) as you join Brooks.
|
•
|
A time-based new hire grant of 100,000 RSU’s which will vest in three equal installments on each of the first three anniversaries of your date of hire at a rate of 50% after year one and 25% each the next two years.
|
•
|
As a member of the executive team, you will also be eligible for the executive Long Term Incentive Plan (LTIP) starting for fiscal year 2015. These equity grants normally occur in November of each year and Brooks will provide an initial grant in the range of 70,000 - 85,000 units, subject to final board approval. Typically, twenty-five percent (25%) of these annual executive equity grants contain time-based vesting and seventy-five percent (75%) are subject to performance-based vesting determined by the achievement of corporate financial goals. We will be pleased to review the mechanics of the LTIP with you.
|
4.
|
In recognition of the near term equity vesting and semi-annual bonus payment that you will forgo at your current employer, Brooks agrees to provide you an initial sign-on bonus of $100,000 soon after your start date and another $75,000 in April 2015. If you voluntarily leave Brooks employment within one year of payment of these bonuses, you will be required to return the amount paid to Brooks.
|
5.
|
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 match, an employee stock purchase plan with a 15% discount, a non-qualified deferred compensation plan and a flexible leave time off policy.
|
6.
|
If Brooks terminates your employment without “cause” (as defined in Brooks’ equity grant award 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. If you have not secured employment following the initial twelve months of salary continuation, Brooks will continue your salary on a bi-weekly basis for up to twelve additional months while you are not employed and you will continue to be covered under the Company’s medical, dental and vision plans at the same contribution level as current active employees during your severance period. All salary continuation payments are subject to your execution of the Company’s customary Separation Agreement and Waiver of Claims.
|
7.
|
At your election, Brooks will fund your participation in the MIT Leadership Certification Program.
|
8.
|
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 3 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. 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 paid upon the purchase of your new residence
|
•
|
Non-deductible expenses, except for the expense allowance, are eligible for gross-up of federal and state tax.
|
cc:
|
Stephen S. Schwartz, Chief Executive Officer
|
|
Mark D. Morelli, President and Chief Operating Officer
|
|
Kieran English, Russell Reynolds Associates
|
|
File
|
Acceptance:
|
/s/ Maurice Tenney, III
|
|
October 20, 2014
|
|
Signature
|
|
Date
|
|
|
|
|
|
November 3, 2014
|
|
|
|
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 3, 2016
|
|
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 3, 2016
|
|
|
|
|
Dated: February 3, 2016
|
|
/
S
/ S
TEPHEN
S. S
CHWARTZ
|
|
|
Stephen S. Schwartz
|
|
|
Director and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Dated: February 3, 2016
|
|
/
S
/ L
INDON
G. R
OBERTSON
|
|
|
Lindon G. Robertson
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|