SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 5, 2001
Brooks Automation, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-25434 04-3040660
(Commission File Number) (I.R.S. Employer Identification No.)
15 Elizabeth Drive, Chelmsford, MA 01824
(978) 262-2400
(Registrant's Telephone Number, Including Area Code)
The Registrant hereby amends Item 7 of its Current Report on Form 8-K
dated October 5, 2001 to read in its entirety as follows:
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Included with this report on Form 8-K are audited
financial statements for the six months ended June 30,
2001 and the year ended December 31, 2000 as follows:
Report of Independent Accountants
Balance Sheets as of June 30, 2001 and December 31, 2000
Statements of Operations for the six months ended June 30,
2001 and the year ended December 31, 2000
Statements of Shareholder's Equity for the six months
ended June 30, 2001 and the year ended December 31, 2000
Statements of Cash Flows for the six months ended June 30,
2001 and the year ended December 31, 2000
Notes to the Audited Financial Statements
(b) UNAUDITED PRO FORMA FINANCIAL INFORMATION
Pro Forma Combined Condensed Balance Sheet as of June 30,
2001
Pro Forma Combined Condensed Statement of Operations for
the nine months ended June 30, 2001
Pro Forma Combined Condensed Statement of Operations for
the year ended September 30, 2000
Notes to Pro Forma Combined Condensed Financial Statements
(c) EXHIBITS
Item No. Description
-------- -----------
*2.1 Asset Purchase Agreement dated
October 5, 2001 by and among Brooks
Automation, Inc., General Precision,
Inc., GPI-Mostek, Inc., Nasr Family
Trust Dated September 7, 1999,
Moustafa O. Nasr and Samia M. Nasr
*10.1 Lease Agreement Between The Nasr
Family Trust dated 9/7/1999 and
Brooks Automation, Inc., as tenant,
for 25000 Avenue Stanford, Valencia,
California
23.1 Consent of PricewaterhouseCoopers
LLP
-------------------------------------------
* Previously filed
GENERAL PRECISION, INC.
REPORT ON FINANCIAL STATEMENTS
FOR THE PERIOD FROM
JANUARY 1, 2001 THROUGH JUNE 30, 2001
AND THE YEAR ENDED DECEMBER 31, 2000
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of
General Precision, Inc.
In our opinion, the accompanying balance sheets and the related statements of
operations, of shareholder's equity and of cash flows present fairly, in all
material respects, the financial position of General Precision, Inc. (the
"Company") at June 30, 2001 and December 31, 2000 and the results of its
operations and its cash flows for the period from January 1, 2001 through June
30, 2001 and for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Los Angeles, California
September 17, 2001
GENERAL PRECISION, INC.
BALANCE SHEETS
June 30, December 31,
2001 2000
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 6,117,615 $ 6,569,629
Accounts receivable, net of allowance
of $147,439 and
$260,899, respectively 2,619,920 3,275,043
Inventories 3,798,515 2,762,163
Prepaids and other current assets 95,422 34,320
----------- -----------
Total current assets 12,631,472 12,641,155
Property and equipment, net 1,729,464 1,622,014
Other assets 7,800 7,800
----------- -----------
Total assets 14,368,736 14,270,969
=========== ===========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued expenses 1,227,739 782,835
Deferred revenue 935,475 237,471
Capital lease obligations, current portion 143,988 148,303
----------- -----------
Total current liabilities 2,307,202 1,168,609
Capital lease obligations, net of current portion 45,759 105,647
----------- -----------
Total liabilities 2,352,961 1,274,256
----------- -----------
Commitments and contingencies (Note 7)
Shareholder's equity:
Common stock; no par value; 1,000,000
shares authorized;
100,000 shares issued and outstanding
at June 30, 2001 and December 31, 2000 100,000 100,000
Retained earnings 11,915,775 12,896,713
----------- -----------
Total shareholder's equity 12,015,775 12,996,713
----------- -----------
Total liabilities and shareholder's equity $14,368,736 $14,270,969
=========== ===========
The accompanying notes are an integral part of these financial statements.
2
GENERAL PRECISION, INC.
STATEMENTS OF OPERATIONS
January 1, 2001 Year Ended
through December 31,
June 30, 2001 2000
--------------- ---------------
Net revenues $ 7,712,775 $ 20,083,974
Cost of revenues 4,347,677 11,601,519
----------- ------------
Gross profit 3,365,098 8,482,455
Operating expenses:
Sales and marketing 236,818 534,073
General and administrative 2,013,156 2,829,764
----------- ------------
Income from operations 1,115,124 5,118,618
Interest income 91,363 181,475
Interest expense (9,799) (30,523)
----------- ------------
Income before provision for taxes 1,196,688 5,269,570
Provision for taxes 19,984 79,676
----------- ------------
Net income $ 1,176,704 $ 5,189,894
=========== ============
The accompanying notes are an integral part of these financials statements
3
GENERAL PRECISION, INC.
STATEMENTS OF SHAREHOLDER'S EQUITY
Common Stock Total
-------------------- Retained Shareholder's
Shares Amount Earnings Equity
------ ------ -------- --------------
Balance at December 31, 1999 100,000 $100,000 $ 8,664,697 $ 8,764,697
Distributions -- -- (957,878) (957,878)
Net income -- -- 5,189,894 5,189,894
------- -------- ------------ ------------
Balance at December 31, 2000 100,000 100,000 12,896,713 12,996,713
Distributions -- -- (2,157,642) (2,157,642)
Net income -- -- 1,176,704 1,176,704
------- -------- ------------ ------------
Balance at June 30, 2001 100,000 $100,000 $ 11,915,775 $ 12,015,775
======= ======== ============ ============
The accompanying notes are an integral part of these financials statements
4
GENERAL PRECISION, INC.
STATEMENTS OF CASH FLOWS
January 1, 2001
through Year Ended
June 30, 2001 December 31, 2000
--------------- -------------------
Cash flows from operating activities:
Net income $ 1,176,704 $ 5,189,894
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 167,816 272,563
Bad debt expense -- 147,439
Changes in operating assets and liabilities:
Accounts receivable 655,123 (1,969,317)
Inventories (1,036,352) (802,960)
Prepaids and other assets (61,102) (16,682)
Accounts payable and accrued expenses 444,904 235,184
Deferred revenue 698,004 237,471
----------- -----------
Net cash provided by operating activities 2,045,097 3,293,592
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment (275,266) (231,579)
----------- -----------
Net cash used in investing activities (275,266) (231,579)
----------- -----------
Cash flows from financing activities:
Distributions (2,157,642) (957,878)
Payments under capital lease obligations (64,203) (149,425)
----------- -----------
Net cash used in financing activities (2,221,845) (1,107,303)
----------- -----------
Increase (decrease) in cash and cash equivalents (452,014) 1,954,710
Cash and cash equivalents, beginning of year 6,569,629 4,614,919
----------- -----------
Cash and cash equivalents, end of year $ 6,117,615 $ 6,569,629
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes $ 85,200 $ 800
Interest 8,828 36,033
Non-cash investing and financing activities:
Capital lease obligations $ -- $ 163,166
The accompanying notes are an integral part of these financials statements
5
GENERAL PRECISION, INC.
NOTES TO FINANCIAL STATEMENTS
1. THE COMPANY
General Precision, Inc. (the "Company") designs, develops and
manufactures state-of-the-art products which provide contamination
control, process isolation, wafer handling and precise
temperature/humidity control solutions to support a wide variety of
critical processes and manufacturing applications for the
semiconductor, disc-drive, pharmaceutical and aerospace industries.
The Company was incorporated in California in 1988. All issued and
outstanding stock of the Company is held by a family trust of which
the benefactors are the president and the chief financial officer of
the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
In the normal course of preparing financial statements in conformity
with accounting principles generally accepted in the United States of
America, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
Cash and Cash Equivalents
Cash equivalents consist primarily of certificates of deposit and
other short term, highly liquid investments with original maturities
of three months or less and are stated at cost, which approximates
fair value. Certificates of deposit at June 30, 2001 and December 31,
2000 were $4,017,878 and $1,955,233, respectively.
Inventories
Inventories are stated at the lower of cost (first in, first out) or
market.
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever
events or changes in circumstances indicate the carrying amount of
such assets may not be recoverable. Recoverability of these assets is
determined by comparing the forecasted undiscounted cash flows
attributable to such assets to their carrying value. If the carrying
value of the assets exceeds the forecasted undiscounted cash flows,
then the assets are written down to their fair value. Fair value is
determined based on discounted cash flows or appraised values,
depending upon the nature of the assets. To date, no such impairments
have been recorded.
6
GENERAL PRECISION, INC.
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property and Equipment
Property and equipment are stated at cost less accumulated
depreciation and amortization. Depreciation and amortization are
computed using the straight-line method based upon the estimated
useful lives of the assets or lease terms, if shorter. Management
evaluates useful lives regularly in order to determine recoverability
in light of current market and technological conditions. Depreciation
and amortization periods by asset category are as follows:
Machinery and equipment 5 years
Office furniture and equipment 7 years
Computer equipment and software 3 years
Leasehold improvements 15 years
Autos and trucks 5 years
Assets held under capital lease Shorter of lease term or useful life
Maintenance and repairs are charged to expense as incurred. Upon the
sale or retirement of property and equipment, the accounts are
relieved of the cost and the related accumulated depreciation or
amortization, with any resulting gain or loss included in the
Statements of Operations.
Revenue Recognition
Revenues from sales of products are recognized upon the transfer of
title, generally at the time of shipment, to the customer's final
site and satisfaction of related Company obligations, if any,
provided that persuasive evidence of an arrangement exists, the fee
is fixed and determinable and collectibility is deemed probable.
Revenues associated with installation services, if provided, are
deferred based on the fair value of such services and are recognized
upon completion. Installation services are accounted for as a
separate element based on the customer's obligation to pay the
contract price upon shipment of the related equipment and the fact
that such services are not essential to the functionality of the
related equipment, are available from other vendors and can be
purchased unaccompanied by other elements.
Cost of Revenues
Cost of revenues consists primarily of labor, raw materials, overhead
and shipping and handling costs.
7
GENERAL PRECISION, INC.
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Advertising Expenses
Advertising costs are expensed as incurred. For the six-month period
ended June 30, 2001 and the year ended December 31, 2000, advertising
expenses were $102,902 and $119,820, respectively.
Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("SFAS 109"). This statement requires the asset and liability method
of accounting for income taxes. Under the asset and liability method
of SFAS 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases.
The Company has elected to be taxed under the provisions of the
Subchapter S for federal and state income tax purposes. In accordance
with the federal provisions, corporate earnings flow through and are
taxed solely at the shareholder level. Under the provisions of the
California franchise tax laws, S Corporation earnings are assessed a
1.5% surtax at the corporate level and flow through to the
shareholder to be taxed at the individual level.
The provision for taxes in the accompanying Statements of Operations
is for California S corporation franchise taxes. There are no
material deferred tax assets or liabilities.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 133 "Accounting for Derivative Instruments and
Hedging Activities." The statement requires the recognition of all
derivatives as either assets or liabilities in the balance sheet and
the measurement of those instruments at fair value. The accounting
for changes in the fair value of a derivative depends on the planned
use of the derivative and the resulting designation. Because the
Company does not currently hold any derivative instruments and does
not engage in hedging activities, the impact of the adoption of SFAS
No. 133 did not have a material impact on financial position, results
of operations or cash flows.
8
GENERAL PRECISION, INC.
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (Continued)
In June 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 141 ("SFAS
141"), "Business Combinations". SFAS 141 requires the purchase method
of accounting for business combinations initiated after June 30, 2001
and eliminates the pooling-of-interests method. The Company does not
believe that the adoption of SFAS 141 will have a significant impact
on its financial statements.
In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible
Assets", which is effective January 1, 2002. SFAS 142 requires, among
other things, the discontinuance of goodwill amortization. In
addition, the standard includes provisions for the reclassification
of certain existing recognized intangibles as goodwill, reassessment
of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported
goodwill and the identification of reporting units for purposes of
assessing potential future impairments of goodwill. SFAS 142 also
requires companies to complete a transitional goodwill impairment
test six months from the date of adoption. The Company does not
believe the adoption of SFAS 142 will have a significant impact on
its financial statements.
3. CONCENTRATIONS AND RISKS
Financial instruments, which subject the Company to concentrations of
credit risk, consist primarily of cash and cash equivalents and trade
accounts receivable. The Company maintains its cash and cash
equivalents with major financial institutions and, at times, such
balances with any one financial institution may exceed FDIC insurance
limits. The Company extends differing levels of credit to customers,
does not require collateral deposits, and maintains reserves for
potential credit losses based upon the expected collectibility of
accounts receivable. The financial loss, should a customer be unable
to meet its obligation to the Company, would be equal to the recorded
accounts receivable. At both June 30, 2001 and December 31, 2000,
four customers collectively represented 69% and 59% of total trade
accounts receivable, respectively.
9
GENERAL PRECISION, INC.
NOTES TO FINANCIAL STATEMENTS
3. CONCENTRATIONS AND RISKS (CONTINUED)
For the six-month period ended June 30, 2001 and year ended December
31, 2000 the following customers represented greater than ten percent
of total revenues:
June 30, 2001 December 31, 2000
----------------------------- ----------------------------
Percentage of Percentage of
Amount Revenues Amount Revenues
---------- ----------- ----------- -----------
Customer A $2,591,822 34% $ 5,503,775 27%
Customer B 2,184,292 28% 4,729,568 24%
Customer C -- -- 3,598,504 18%
Customer D -- -- 3,211,183 16%
---------- ----------- ----------- -----------
$4,776,114 62% $17,043,030 85%
========== =========== =========== ===========
The Company sells to customers primarily located in the United States
of America.
The Company currently purchases a number of key components of its
product from a limited number of suppliers. Although there are a
limited number of manufacturers of these components, management
believes that other suppliers could provide such services on
comparable terms.
The Company is subject to a number of risks similar to other
companies in the industry, including fluctuations in operating
results affected by the changes in the economy, dependence on certain
customers, and dependence on key individuals.
4. INVENTORIES
Inventories consist of the following:
June 30, December 31,
2001 2000
---- ----
Raw materials $1,396,080 $1,166,292
Work in process 1,099,148 1,595,871
Finished goods 1,303,287 --
---------- ----------
$3,798,515 $2,762,163
========== ==========
10
GENERAL PRECISION, INC.
NOTES TO FINANCIAL STATEMENTS
5. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
June 30, December 31,
2001 2000
----------- -----------
Machinery and equipment $ 884,533 $ 687,739
Office furniture and equipment 196,028 193,598
Computer equipment and software 212,997 198,689
Leasehold improvements 1,168,457 1,168,457
Autos and trucks 136,755 163,256
----------- -----------
2,598,770 2,411,739
Less, accumulated depreciation and
amortization, including amounts
related to equipment under capital
leases of $191,211 and $135,600
at June 30, 2001 and December 31,
2000, respectively. (869,306) (789,725)
----------- -----------
Total $ 1,729,464 $ 1,622,014
=========== ===========
Property and equipment under capital leases as of June 30, 2001 and
December 31, 2000 comprised of $387,536 of machinery and equipment,
$86,773 of computer equipment and $23,940 of office furniture and
equipment.
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
June 30, December 31,
2001 2000
---------- ------------
Accounts payable $ 734,939 $141,865
Professional fees 250,000 150,000
Accrued payroll and vacation 132,139 132,690
Property taxes payable 37,650 67,046
California S-corporation taxes payable 25,103 90,319
401 (k) contribution payable -- 150,086
Other 47,908 50,829
---------- --------
$1,227,739 $782,835
========== ========
11
GENERAL PRECISION, INC.
NOTES TO FINANCIAL STATEMENTS
7. COMMITMENTS AND CONTINGENCIES
Leases
The Company leases its facilities and certain office equipment under
noncancelable operating and capital leases with various expiration
dates through January 2020. Future minimum lease payments under all
noncancelable capital and operating leases are as follows:
Capital Operating
Leases Leases
------ ------
Six-months ended December 31, 2001 $ 93,817 $ 246,750
Year ended December 31, 2002 88,195 496,610
Year ended December 31, 2003 24,257 414,872
Year ended December 31, 2004 -- 398,400
Year ended December 31, 2005 -- 398,400
Thereafter -- 5,577,600
---------- ----------
Minimum lease payments 206,269 $7,532,632
==========
Less: Amount representing interest 16,522
----------
Present value of minimum lease payments 189,747
Less: Current portion 143,988
----------
Long-term portion $ 45,759
==========
Rent expense pertaining to operating leases for the six months ended
June 30, 2001 and year December 31, 2000 was $394,787 and $537,123,
respectively.
8. 401 (k) SAVINGS PLAN
The Company has a retirement savings plan (the "Plan") for all
employees pursuant to Section 401(k) of the Internal Revenue Code.
All employees over the age of 21 years are eligible to participate in
the Plan after completing one year of service. Employees may
contribute any whole percentage of their salary, up to a maximum
annual statutory limit. The Company's contributions to the Plan are
discretionary. For the six month period ended June 30, 2001 and year
ended December 31, 2000, the Company contributed $0 and $150,086,
respectively.
9. RELATED PARTY TRANSACTIONS
The president and the chief financial officer are the benefactors of
the Trust, which owns 100% of the outstanding shares of the Company.
12
GENERAL PRECISION, INC.
NOTES TO FINANCIAL STATEMENTS
Leases
The Company leases one facility from the president and the chief
financial officer of the Company, under an operating lease agreement,
which expires in January 2020. Monthly lease payments under this
lease are $33,200. The president and chief financial officer financed
a portion of the purchase of this facility through a loan agreement
with a bank. The Company acts as guarantor on the loan between the
president and the chief financial officer and the bank. As of June
30, 2001, the amount outstanding under the loan between the bank and
the president and the chief financial officer was $2,708,539.
At various times the Company has also leased additional space in
separate facilities from the president and the chief financial
officer. Payments made under lease obligations to the related party
for the six-month period ended June 30, 2001 and the year ended
December 31, 2000 were $348,400 and $538,800, respectively.
Related Party Receivable
As of June 30, 2001 and December 31, 2000, the Company has a related
party receivable of $13,418 and $6,709, respectively, for payments
made by the Company under a lease agreement entered into on the
behalf of a related party company, where the shareholder of the
Company is also the owner of the related party. Related party
receivable is included in prepaids and other current assets in the
accompanying balance sheet.
Distributions
In the six month period ended June 30, 2001 and the year ended
December 31, 2000, the Company made distributions to the shareholder
of $2,157,642 and $957,878, respectively. In addition, the Company
paid in aggregate $1,222,000 and $1,252,000 to the president and the
chief financial officer of the Company for salaries for the six month
period ended June 30, 2001 and the year ended December 31, 2000,
respectively.
10. SUBSEQUENT EVENTS
In July 2001, the Company and an unrelated third party signed a
letter of intent for the sale of the Company's business subject to
the final agreement of terms and conditions.
13
UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS
The following Pro Forma Combined Condensed Balance Sheet as of June
30, 2001 and the Pro Forma Combined Condensed Statements of
Operations for the nine months ended June 30, 2001 and the year ended
September 30, 2000, have been prepared to reflect the effect of the
acquisition by Brooks Automation, Inc. ("Brooks" or the "Company") of
the business of General Precision, Inc. ("GPI"). GPI, headquartered
in Valencia, California, designs, develops and manufactures products
which provide contamination control, process isolation and precise
temperature/humidity control solutions to support a wide variety of
critical processes and manufacturing applications for the
semiconductor, disc-drive, pharmaceutical and aerospace industries.
On January 6, 2000, the Company acquired Auto-Soft Corporation
("ASC") and AutoSimulations, Inc. ("ASI") in a transaction accounted
for using the purchase method of accounting. The combined historical
results of ASC and ASI for the period from October 1, 1999 through
their acquisition date and pro forma adjustments have been included
in the Pro Forma Combined Condensed Statement of Operations for the
year ended September 30, 2000. The Company's supplementary financial
results include the results of ASC and ASI subsequent to their date
of acquisition. The Company has included the ASC and ASI pro forma
financial information because it believes these pro forma combined
results are more representative of the Company's ongoing operations
before any pro forma adjustments to reflect the acquisition of GPI.
The pro forma information assumes that the acquisition of the GPI
business occurred on June 30, 2001 for purposes of the balance sheet
and on October 1, 1999, for purposes of the statements of operations.
The pro forma information is based on the supplementary financial
statements of the Company, restated to reflect the acquisition of
Progressive Technologies, Inc. ("PTI") in a transaction recorded as a
pooling of interests effective July 12, 2001, as reported in the
Company's Current Report on Form 8-K filed with the United States
Securities and Exchange Commission on August 21, 2001, adjusted to
give effect to the acquisition of ASC and ASI, and of GPI, giving
effect to the transaction under the purchase method of accounting and
the assumptions and adjustments in the accompanying notes to the pro
forma financial information. The pro forma information for the nine
months ended June 30, 2001 includes the unaudited historical results
of the Company described above and of GPI for the nine months then
ended. The pro forma information for the fiscal year ended September
30, 2000 includes the audited supplementary results of the Company,
adjusted to give effect to the acquisition of ASC and ASI as
described above for the year then ended, and the audited historical
results of GPI for the year ended December 31, 2000. Accordingly, the
unaudited results of operations of GPI for the quarter ended December
31, 2000 are included in both the nine-month and fiscal year periods.
Revenues and income from continuing operations of GPI for that
quarter were $5,442,000 and $996,000, respectively.
The pro forma information does not purport to be indicative of the
financial position or results of operations that would have been
attained had the combinations been in effect on the dates indicated
nor of future results of operations of the Company. The pro forma
combined condensed financial statements should be read in conjunction
with the separate audited supplementary financial statements and
notes thereto as of September 30, 2000 and 1999 and for the three
years ended September 30, 2000 and the separate unaudited
supplementary financial statements and notes thereto as of and for
the nine months ended June 30, 2001 and 2000 of Brooks Automation,
Inc. included in its Current Report on Form 8-K filed with the United
States Securities and Exchange Commission on August 21, 2001, and the
audited financial statements and notes thereto of GPI as of and for
the six months ended June 30, 2001 and the year ended December 31,
2000 included as part of this Current Report on Form 8-K/A.
BROOKS AUTOMATION, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
JUNE 30, 2001
$000'S
Historical
General Pro forma Pro forma
Brooks (A) Precision adjustments(1) combined
---------- --------- -------------- --------
ASSETS
CURRENT ASSETS
Cash and equivalents $ 197,275 $ 6,118 $ -- $ 203,393
Marketable securities 24,714 -- -- 24,714
Accounts receivable, net 114,707 2,620 -- 117,327
Inventories 66,519 3,799 -- 70,318
Prepaid expenses and other current assets 31,346 95 -- 31,441
--------- ------- -------- ---------
Total current assets 434,561 12,632 -- 447,193
Fixed assets, net 60,380 1,729 -- 62,109
Intangible assets, net 109,693 -- 13,484 123,177
Long-term marketable securities 111,717 -- -- 111,717
Other 24,576 8 -- 24,584
--------- ------- -------- ---------
Total assets $ 740,927 $14,369 $ 13,484 $ 768,780
========= ======= ======== =========
LIABILITIES, MINORITY INTERESTS, CONVERTIBLE
REDEEMABLE PREFERRED STOCK AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 16,912 $ -- $ -- $ 16,912
Revolving line of credit 350 -- -- 350
Borrowings due within one year 478 144 -- 622
Accounts payable 16,764 735 -- 17,499
Accrued expenses and other current liabilities 74,763 1,428 500 76,691
--------- ------- -------- ---------
Total current liabilities 109,267 2,307 500 112,074
--------- ------- -------- ---------
LONG-TERM LIABILITIES
Convertible subordinated notes 175,000 -- -- 175,000
Debt 85 46 -- 131
Other long-term liabilities 5,288 -- -- 5,288
--------- ------- -------- ---------
Total long-term liabilities 180,373 46 -- 180,419
--------- ------- -------- ---------
Total liabilities 289,640 2,353 500 292,493
--------- ------- -------- ---------
MINORITY INTERESTS 924 -- -- 924
--------- ------- -------- ---------
Series A convertible redeemable preferred stock 2,661 -- -- 2,661
--------- ------- -------- ---------
STOCKHOLDERS' EQUITY
Common stock 182 100 (91) 191
Additional paid-in capital 466,031 -- 24,991 491,022
Accumulated other comprehensive loss (6,180) -- -- (6,180)
Deferred compensation (12) -- -- (12)
Retained earnings (accumulated deficit) (12,319) 11,916 (11,916) (12,319)
--------- ------- -------- ---------
Total stockholders' equity 447,702 12,016 12,984 472,702
--------- ------- -------- ---------
Total liabilities, minority interests, convertible
redeemable preferred stock and stockholders' equity $ 740,927 $14,369 $ 13,484 $ 768,780
========= ======= ======== =========
(A) As reported in the Company's Current Report on Form 8-K dated August
20, 2001, filed with the United States Securities and Exchange
Commission on August 21, 2001.
BROOKS AUTOMATION, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30, 2001
$000'S
(except per share data)
Historical
General Pro forma Pro forma
Brooks (A) Precision Adjustments Combined
---------- --------- ----------- --------
Revenues $ 320,192 $ 13,155 $ -- $ 333,347
Cost of revenues 175,639 7,491 -- 183,130
--------- -------- ------- ---------
Gross profit 144,553 5,664 -- 150,217
OPERATING EXPENSES
Research and development 45,543 -- -- 45,543
Selling, general and administrative 71,648 3,572 -- 75,220
Amortization of acquired intangible assets 20,479 -- 1,686(2) 22,165
Acquisition-related and restructuring costs 1,717 -- -- 1,717
--------- -------- ------- ---------
Total operating expenses 139,387 3,572 1,686 144,645
OPERATING INCOME (LOSS) 5,166 2,092 (1,686) 5,572
OTHER (INCOME) EXPENSE
Interest (income) expense, net (7,782) (123) -- (7,905)
Other (income) expense, net 451 -- -- 451
--------- -------- ------- ---------
Total other (income) expense (7,331) (123) -- (7,454)
Income (loss) before income taxes
and minority interests 12,497 2,215 (1,686) 13,026
Income tax provision (benefit) 9,318 42 185(3)(4) 9,545
--------- -------- ------- ---------
INCOME (LOSS) BEFORE MINORITY INTERESTS 3,179 2,173 (1,871) 3,481
Minority interests in loss of consolidated
subsidiary (262) -- -- (262)
--------- -------- ------- ---------
NET INCOME (LOSS) 3,441 2,173 (1,871) 3,743
Accretion and dividends on preferred stock (90) -- -- (90)
--------- -------- ------- ---------
NET INCOME (LOSS) ATTRIBUTABLE TO
COMMON STOCKHOLDERS $ 3,351 $ 2,173 $(1,871) $ 3,653
========= ======== ======= =========
Earnings per share attributable to
common stockholders:
Basic $ 0.19 $ 0.20
Diluted $ 0.18 $ 0.18
Shares used to compute earnings per
share attributable to commons stockholders:
Basic 17,739 -- 850 18,589
Diluted 18,898 -- 850 19,748
(A) As reported in the Company's Current Report on Form 8-K dated August 20,
2001, filed with the United States Securities and Exchange Commission on
August 21, 2001.
BROOKS AUTOMATION, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2000
$000'S
(except per share data)
Combined
Combined Auto-Soft
Historical and General
Auto-Soft Historical AutoSimulations Precision
and Auto- General Pro forma Pro forma Pro forma
Brooks (A) Simulations Precision Adjustments(5) Adjustments Combined
---------- ----------- ---------- --------------- ----------- ------------
Revenues $337,184 $ 5,892 $20,084 $ -- $ -- $363,160
Cost of revenues 176,459 3,999 11,602 -- -- 192,060
-------- -------- ------- -------- -------- --------
Gross profit 160,725 1,893 8,482 -- -- 171,100
OPERATING EXPENSES
Research and development 44,147 1,512 -- -- -- 45,659
Selling, general and administrative 77,410 4,839 3,363 (1,774) -- 83,838
Amortization of acquired intangible assets 18,506 -- -- 4,052 2,247 (2) 24,805
Acquisition-related and restructuring costs 578 -- -- -- -- 578
-------- -------- ------- -------- -------- --------
Total operating expenses 140,641 6,351 3,363 2,278 2,247 154,880
OPERATING INCOME (LOSS) 20,084 (4,458) 5,119 (2,278) (2,247) 16,220
OTHER (INCOME) EXPENSE
Interest (income) expense, net (8,362) (54) (151) 498 -- (8,069)
Other (income) expense, net 2 18 -- -- -- 20
-------- -------- ------- -------- -------- --------
Total other (income) expense (8,360) (36) (151) 498 -- (8,049)
Income (loss) before income taxes
and minority interests 28,444 (4,422) 5,270 (2,776) (2,247) 24,269
Income tax provision (benefit) 13,609 (1,712) 80 510 1,220 (3)(4) 13,707
-------- -------- ------- -------- -------- --------
INCOME(LOSS) BEFORE
MINORITY INTERESTS 14,835 (2,710) 5,190 (3,286) (3,467) 10,562
Minority interests in loss of consolidated
subsidiary (274) -- -- -- -- (274)
-------- -------- ------- --------- -------- --------
NET INCOME (LOSS) 15,109 (2,710) 5,190 (3,286) (3,467) 10,836
Accretion and dividends on preferred stock (120) -- -- -- -- (120)
-------- -------- ------- --------- -------- --------
NET INCOME (LOSS) ATTRIBUTABLE TO
COMMON STOCKHOLDERS $ 14,989 $ (2,710) $ 5,190 $ (3,286) $ (3,467) $ 10,716
======== ======== ======= ======== ======== ========
Earnings per share attributable to common
stockholders:
Basic $ 0.96 $ 0.64
Diluted $ 0.88 $ 0.59
Shares used to compute earnings per share
attributable to common stockholders
Basic 15,661 -- -- 143 850 16,654
Diluted 17,192 -- -- 143 850 18,185
(A) As reported in the Company's Current Report on Form 8-K dated August 20,
2001, filed with the United States Securities and Exchange Commission on
August 21, 2001.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS
(1) To record the purchase accounting of the assets acquired
and the liabilities assumed. In consideration for the
acquisition of GPI, the Company issued 850,000 shares of
its common stock, subject to adjustment pending the
completion of a post-closing review of the purchased
assets. Additionally, the Company accrued $500,000 for
transaction fees.
The Pro Forma Combined Condensed Balance Sheet has been
prepared based on the Company's unaudited consolidated
balance sheet and GPI's audited balance sheet as of June
30, 2001.
A summary of the transaction is as follows (in thousands):
Consideration:
Stock $ 25,000
Transaction costs 500
-----------
Total consideration 25,500
Net tangible assets acquired 12,016
-----------
Excess of purchase price over
net tangible assets acquired $ 13,484
===========
(2) To record amortization expense for the identifiable
intangible assets. The excess of the purchase price over
the fair value of the net tangible assets acquired has
been recorded based on a preliminary purchase price
allocation. The preliminary allocation was 50.0% of the
excess of purchase price over net tangible assets acquired
to identifiable intangible assets which are amortized and
50.0% to goodwill which has not been amortized in
accordance with the provisions of FAS 142. Finalization of
the allocation of the purchase price to tangible and
identifiable intangible assets acquired will be made after
analyses of their fair values. The Company anticipates
that the weighted average useful life of the acquired
identifiable intangible assets will be three years. The
acquired identifiable intangible assets will be amortized
using the straight-line method.
(3) To adjust the income tax expense recorded by GPI in its
historical statements of operations to reflect the 43.0%
tax rate applicable to a subsidiary of the Company
operating in California. This adjustment is $910,000 for
the nine months ended June 30, 2001, and $2,186,000 for
the year ended September 30, 2000.
(4) To record the income tax effect of the pro forma
adjustment to amortization of acquired intangible assets.
This adjustment was recorded at 43.0%, and results in
reductions of $725,000 to income tax expense for the nine
months ended June 30, 2001, and $966,000 for the year
ended September 30, 2000.
(5) ASC and ASI pro forma adjustments to eliminate
amortization expense related to goodwill recorded by ASC
and ASI prior to their acquisition by the Company, record
amortization expense for the intangible assets which
represent the excess of purchase price over net tangible
assets acquired established as part of the Company's
purchase accounting for the acquisition, record the
reduction in the Company's interest income resulting from
the $27.0 million payment at the time of closing, record
interest expense on the $16.0 million promissory note
issued to Daifuku America and record the income tax effect
of the pro forma adjustments at a tax rate of 40.0%.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 6, 2001 BROOKS AUTOMATION, INC.
By: /s/ Ellen B. Richstone
---------------------
Ellen B. Richstone
Senior Vice President
of Finance and
Administration and
Chief Financial
Officer
EXHIBIT INDEX
Item No. Description
-------- -----------
*2.1 Asset Purchase Agreement dated
October 5, 2001 by and among Brooks
Automation, Inc., General Precision,
Inc., GPI-Mostek, Inc., Nasr Family
Trust Dated September 7, 1999,
Moustafa O. Nasr and Samia M. Nasr
*10.1 Lease Agreement Between The Nasr
Family Trust dated 9/7/1999 and
Brooks Automation, Inc., as tenant,
for 25000 Avenue Stanford, Valencia,
California
23.1 Consent of PricewaterhouseCoopers
LLP
-------------------------------------------
* Previously filed