Attached files
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8-K - FORM 8-K - Brooks Automation, Inc. | b87137e8vk.htm |
EX-99.2 - EX-99.2 - Brooks Automation, Inc. | b87137exv99w2.htm |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements of Brooks Automation,
Inc. (the Company) have been prepared to reflect the closing on June 28, 2011 of the sale of
assets related to the Companys contract manufacturing business, as described in Item 1.01 of the
Companys Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC)
on April 26, 2011 and in Item 2.01 of the Companys Current Report on Form 8-K filed with the SEC
on June 29, 2011 (the Asset Sale).
The unaudited pro forma condensed consolidated statements of operations for the six months ended
March 31, 2011 and the fiscal year ended September 30, 2010 are based on the Companys historical
consolidated statements of operations, and give effect to the Asset Sale as if it had occurred on
October 1, 2009. The anticipated non-recurring after tax gain on the Asset Sale is not reflected
in the unaudited pro forma condensed consolidated statements of operations. The unaudited pro
forma condensed consolidated balance sheet as of March 31, 2011 is based on the Companys
historical balance sheet as of March 31, 2011, and gives effect to the Asset Sale as if it had
occurred on March 31, 2011. The anticipated non-recurring after tax gain on the asset sale is
reflected in the unaudited pro forma condensed consolidated balance sheet.
The unaudited pro forma condensed consolidated financial statements presented below are based on
the assumptions and adjustments described in the accompanying notes and do not reflect any
adjustments for non-recurring items, overhead and administrative expense reductions, or changes in
operating strategies arising as a result of the Asset Sale. These unaudited pro forma condensed
consolidated financial statements reflect the estimated net proceeds of the Asset Sale as an
increase to cash and cash equivalents. The Company expects that it will utilize these funds in
strategic investments that leverage its existing technology capabilities, particularly into market
sectors other than wafer front end semiconductor capital equipment. The actual effect of the Asset
Sale on the business, financial condition and results of operations of the Company, due to this and
other factors, including those set forth in the Companys most recent Annual Report on Form 10-K
filed with the SEC, could differ materially from the pro forma adjustments presented herein.
However, the Companys management believes that the assumptions used and the adjustments made in
this presentation are reasonable under the circumstances and given the information available.
The unaudited pro forma condensed consolidated financial statements are presented for illustrative
purposes only and are not historical facts or necessarily indicative of the operating results or
the financial position that would have been achieved had the Asset Sale been consummated as of the
dates indicated or of the results that may be obtained in the future. Readers are cautioned not to
place undue reliance on such information and the Company makes no representations regarding the
information set forth below or its ultimate performance compared to it. These unaudited pro forma
condensed consolidated financial statements and the accompanying notes should be read together with
(1) the Companys audited consolidated financial statements and the accompanying notes as of and
for the fiscal year ended September 30, 2010, and Managements Discussion and Analysis of Financial
Condition and Results of Operations included in the Companys Annual Report on Form 10-K for the
fiscal year ended September 30, 2010, which was filed with the SEC on November 23, 2010 and (2) the
Companys unaudited condensed consolidated financial statements and accompanying notes as of and
for the six months ended March 31, 2011 and Managements Discussion and Analysis of Financial
Condition and Results of Operations included in the Companys Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2011, which was filed with the SEC on May 5, 2011.
Brooks Automation, Inc.
Pro Forma Condensed Consolidated Statements of Operations
(Unaudited)
For the six months ended March 31, 2011
Pro Forma Condensed Consolidated Statements of Operations
(Unaudited)
For the six months ended March 31, 2011
Historical | Disposed | Pro Forma | Pro Forma | |||||||||||||
In thousands, except per share data | Brooks | Business (a) | Adjustments | Brooks | ||||||||||||
Revenues |
||||||||||||||||
Product |
$ | 336,635 | $ | (95,013 | ) | $ | | $ | 241,622 | |||||||
Services |
34,383 | | | 34,383 | ||||||||||||
Total revenues |
371,018 | (95,013 | ) | | 276,005 | |||||||||||
Cost of revenues |
||||||||||||||||
Product |
228,066 | (81,781 | ) | | 146,285 | |||||||||||
Services |
23,959 | | | 23,959 | ||||||||||||
Total cost of revenues |
252,025 | (81,781 | ) | | 170,244 | |||||||||||
Gross profit |
118,993 | (13,232 | ) | | 105,761 | |||||||||||
Operating expenses |
||||||||||||||||
Research and development |
18,340 | (938 | ) | | 17,402 | |||||||||||
Selling, general and administrative |
49,723 | (3,650 | ) | (252 | )(c) | 45,821 | ||||||||||
Restructuring charges |
460 | | | 460 | ||||||||||||
Total operating expenses |
68,523 | (4,588 | ) | (252 | ) | 63,683 | ||||||||||
Operating income |
50,470 | (8,644 | ) | 252 | 42,078 | |||||||||||
Interest income, net |
507 | (1 | ) | | 506 | |||||||||||
Other income, net |
417 | 64 | | 481 | ||||||||||||
Income before income taxes and equity in earnings of joint ventures |
51,394 | (8,581 | ) | 252 | 43,065 | |||||||||||
Income tax provision (benefit) |
2,023 | (199 | )(b) | | 1,824 | |||||||||||
Income before equity in earnings of joint ventures |
49,371 | (8,382 | ) | 252 | 41,241 | |||||||||||
Equity in earnings of joint ventures |
718 | | | 718 | ||||||||||||
Net income |
$ | 50,089 | $ | (8,382 | ) | $ | 252 | $ | 41,959 | |||||||
Add: Net income attributable to noncontrolling interests |
(18 | ) | | | (18 | ) | ||||||||||
Net income attributable to Brooks Automation, Inc. |
$ | 50,071 | $ | (8,382 | ) | $ | 252 | $ | 41,941 | |||||||
Basic net income per share attributable to Brooks Automation, Inc.
common stockholders |
$ | 0.78 | $ | (0.13 | ) | $ | | $ | 0.65 | |||||||
Diluted net income per share attributable to Brooks Automation,
Inc. common stockholders |
$ | 0.77 | $ | (0.13 | ) | $ | | $ | 0.65 | |||||||
Shares used in computing earnings per share |
||||||||||||||||
Basic |
64,388 | 64,388 | 64,388 | 64,388 | ||||||||||||
Diluted |
64,801 | 64,801 | 64,801 | 64,801 |
See Notes to Pro Forma Condensed Consolidated Financial Statements.
2
Brooks Automation, Inc.
Pro Forma Condensed Consolidated Statements of Operations
(Unaudited)
For the fiscal year ended September 30, 2010
Pro Forma Condensed Consolidated Statements of Operations
(Unaudited)
For the fiscal year ended September 30, 2010
Historical | Disposed | Pro Forma | Pro Forma | |||||||||||||
In thousands, except per share data | Brooks | Business (a) | Adjustments | Brooks | ||||||||||||
Revenues |
||||||||||||||||
Product |
$ | 532,174 | $ | (155,542 | ) | $ | | $ | 376,632 | |||||||
Services |
60,798 | | | 60,798 | ||||||||||||
Total revenues |
592,972 | (155,542 | ) | | 437,430 | |||||||||||
Cost of revenues |
||||||||||||||||
Product |
377,599 | (138,053 | ) | | 239,546 | |||||||||||
Services |
49,078 | | | 49,078 | ||||||||||||
Total cost of revenues |
426,677 | (138,053 | ) | | 288,624 | |||||||||||
Gross profit |
166,295 | (17,489 | ) | | 148,806 | |||||||||||
Operating expenses |
||||||||||||||||
Research and development |
31,162 | (1,991 | ) | | 29,171 | |||||||||||
Selling, general and administrative |
85,597 | (7,163 | ) | | 78,434 | |||||||||||
Restructuring charges |
2,529 | | | 2,529 | ||||||||||||
Total operating expenses |
119,288 | (9,154 | ) | | 110,134 | |||||||||||
Operating income |
47,007 | (8,335 | ) | | 38,672 | |||||||||||
Interest income, net |
1,041 | (3 | ) | | 1,038 | |||||||||||
Other income, net |
8,016 | 16 | | 8,032 | ||||||||||||
Income before income taxes and equity in earnings of joint ventures |
56,064 | (8,322 | ) | | 47,742 | |||||||||||
Income tax provision (benefit) |
(2,746 | ) | (276 | )(b) | | (3,022 | ) | |||||||||
Income before equity in earnings of joint ventures |
58,810 | (8,046 | ) | | 50,764 | |||||||||||
Equity in earnings of joint ventures |
215 | | | 215 | ||||||||||||
Net income |
$ | 59,025 | $ | (8,046 | ) | $ | | $ | 50,979 | |||||||
Add: Net income attributable to noncontrolling interests |
(43 | ) | | | (43 | ) | ||||||||||
Net income attributable to Brooks Automation, Inc. |
$ | 58,982 | $ | (8,046 | ) | $ | | $ | 50,936 | |||||||
Basic net income per share attributable to Brooks Automation, Inc.
common stockholders |
$ | 0.92 | $ | (0.13 | ) | $ | | $ | 0.80 | |||||||
Diluted net income per share attributable to Brooks Automation,
Inc. common stockholders |
$ | 0.92 | $ | (0.13 | ) | $ | | $ | 0.79 | |||||||
Shares used in computing earnings per share |
||||||||||||||||
Basic |
63,777 | 63,777 | 63,777 | 63,777 | ||||||||||||
Diluted |
64,174 | 64,174 | 64,174 | 64,174 |
See Notes to Pro Forma Condensed Consolidated Financial Statements.
3
Brooks Automation, Inc.
Pro Forma Condensed Consolidated Balance Sheet
(Unaudited)
As of March 31, 2011
Pro Forma Condensed Consolidated Balance Sheet
(Unaudited)
As of March 31, 2011
Historical | Disposed | Pro Forma | ||||||||||
In thousands | Brooks | Business (d) | Brooks | |||||||||
Assets |
||||||||||||
Current assets |
||||||||||||
Cash and cash equivalents |
$ | 59,328 | $ | 75,430 | (e) | $ | 134,758 | |||||
Restricted cash |
3,788 | | 3,788 | |||||||||
Marketable securities |
59,540 | | 59,540 | |||||||||
Accounts receivable, net |
99,646 | (11,648 | ) | 87,998 | ||||||||
Inventories, net |
126,615 | (39,452 | ) | 87,163 | ||||||||
Prepaid expenses and other current assets |
6,372 | (260 | ) | 6,112 | ||||||||
Total current assets |
355,289 | 24,070 | 379,359 | |||||||||
Property, plant and equipment, net |
60,499 | (1,186 | ) | 59,313 | ||||||||
Long-term marketable securities |
55,832 | | 55,832 | |||||||||
Goodwill |
48,138 | | 48,138 | |||||||||
Intangible assets, net |
9,265 | | 9,265 | |||||||||
Equity investment in joint ventures |
33,535 | | 33,535 | |||||||||
Other assets |
2,725 | (141 | ) | 2,584 | ||||||||
Total assets |
$ | 565,283 | $ | 22,743 | $ | 588,026 | ||||||
Liabilities and equity |
||||||||||||
Current liabilities |
||||||||||||
Accounts payable |
$ | 61,042 | $ | (18,490 | ) | $ | 42,552 | |||||
Deferred revenue |
4,515 | (607 | ) | 3,908 | ||||||||
Accrued warranty and retrofit costs |
7,667 | (494 | ) | 7,173 | ||||||||
Accrued compensation and benefits |
12,919 | (918 | ) | 12,001 | ||||||||
Accrued restructuring costs |
1,553 | | 1,553 | |||||||||
Accrued income taxes payable |
1,294 | 1,884 | (f) | 3,178 | ||||||||
Accrued expenses and other current liabilities |
10,051 | (695 | ) | 9,356 | ||||||||
Total current liabilities |
99,041 | (19,320 | ) | 79,721 | ||||||||
Income taxes payable |
12,974 | | 12,974 | |||||||||
Long-term pension liability |
5,754 | | 5,754 | |||||||||
Other long-term liabilities |
3,071 | | 3,071 | |||||||||
Total liabilities |
120,840 | (19,320 | ) | 101,520 | ||||||||
Equity |
||||||||||||
Common stock |
796 | | 796 | |||||||||
Additional paid-in capital |
1,805,799 | | 1,805,799 | |||||||||
Accumulated other comprehensive income |
21,827 | | 21,827 | |||||||||
Treasury stock |
(200,956 | ) | | (200,956 | ) | |||||||
Accumulated deficit |
(1,183,578 | ) | 42,063 | (g) | (1,141,515 | ) | ||||||
Total Brooks Automation, Inc. stockholders equity |
443,888 | 42,063 | 485,951 | |||||||||
Noncontrolling interest in subsidiaries |
555 | | 555 | |||||||||
Total equity |
444,443 | 42,063 | 486,506 | |||||||||
Total liabilities and equity |
$ | 565,283 | $ | 22,743 | $ | 588,026 | ||||||
See Notes to Pro Forma Condensed Consolidated Financial Statements.
4
Brooks Automation, Inc.
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
(a) | Reflects the elimination of the financial results of operations and accumulated other comprehensive income amounts associated with the Asset Sale as if it had occurred on October 1, 2009. Intercompany sales from Historical Brooks to the Disposed Business of $75.4 million and $40.8 million for the twelve months ended September 30, 2010 and the six months ended March 31, 2011, respectively, are retained in the Pro Forma Brooks presentation as such sales will continue post disposition. The profits reported on these intercompany transactions are based on the historical transfer prices charged, which approximate the pricing negotiated between the Company and the Buyers in the commercial agreements entered into in conjunction with the Asset Sale. | |
(b) | Reflects the adjustment to the Companys income tax expense resulting from the pro forma impact of the sale of the Disposed Business, but excludes any tax expense directly attributed to the gain on the transaction. The deferred tax assets as of March 31, 2011 had a full valuation allowance, as such the tax rate differs from the statutory rate due to utilization of net operating losses in certain jurisdictions related to the disposed entity. | |
(c) | Elimination of non-recurring professional fees incurred in connection with the Asset Sale. Additional professional fees will be incurred in connection with the closing of the Asset Sale. | |
(d) | Reflects the elimination of the assets and liabilities transferred to the Buyers in the Asset Sale as if the sale had occurred on March 31, 2011. | |
(e) | Includes the estimated net proceeds of the sale of $75.4 million, which are net of $2.6 million of transaction costs. | |
(f) | Includes estimated taxes on the gain from the Asset Sale of $1.9 million. | |
(g) | Includes an estimated gain on the Asset Sale of $42.1 million, which is reflective of estimated transaction costs and the estimated income taxes to be incurred on the transaction. |
5