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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Brooks Automation Inc | NASDAQ:BRKS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 113.10 | 106.00 | 117.00 | 0 | 01:00:00 |
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Delaware
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04-3040660
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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|
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15 Elizabeth Drive
Chelmsford, Massachusetts
(Address of Principal Executive Offices)
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01824
(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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The NASDAQ Stock Market LLC
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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PAGE NUMBER
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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||
•
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Semiconductor capital equipment market
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•
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Adjacent capital equipment markets
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Year Ended September 30,
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||||||||||
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2016
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2015
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2014
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||||||
North America
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$
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209,727
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|
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$
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199,103
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|
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$
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174,343
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Asia/Pacific/Other
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247,241
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231,840
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198,695
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|||
Europe:
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||||||
United Kingdom
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36,611
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$
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32,160
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$
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27,078
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Rest of Europe
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66,744
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$
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89,605
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$
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82,732
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|
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$
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560,323
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|
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$
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552,708
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|
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$
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482,848
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Item 1A.
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Risk Factors
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•
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demand for our products as a result of the cyclical nature of the semiconductor manufacturing industry and the markets upon which the industry depends or otherwise;
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•
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changes in the timing and terms of product orders by our customers as a result of our customer concentration or otherwise;
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•
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changes in the demand for the mix of products and services that we offer;
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•
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timing and market acceptance of our new product and services introductions;
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•
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delays or problems in the planned introduction of new products or service, or in the performance of any such products following delivery to customers or the quality of such services;
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•
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new products, services or technological innovations by our competitors, which can, among other things, render our products less competitive due to the rapid technological changes in the markets in which we provide products and services;
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•
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the timing and related costs of any acquisitions, divestitures or other strategic transactions;
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•
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our ability to reduce our costs in response to decreased demand for our products and services;
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•
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our ability to accurately estimate customer demand, including the accuracy of demand forecasts used by us;
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•
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disruptions in our manufacturing process or in the supply of components to us;
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•
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write-offs for excess or obsolete inventory;
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•
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competitive pricing pressures; and
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•
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Increased amount of investment into the Brooks Life Science Systems segment's infrastructure to support its growth, including capital equipment, research and development, as well as selling and marketing initiatives to support continuous product innovation, technological capability enhancements and sales efforts. The timing of revenue fluctuations within the segment coupled with the increased amount of investment may result in operating losses incurred during a period.
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•
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identify and define new market opportunities, products and services in accurate manner;
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•
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obtain market acceptance of our products and services;
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•
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innovate, develop and commercialize new technologies and applications in a timely manner;
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•
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adjust to changing market conditions;
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•
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differentiate our offerings from our competitors' offerings;
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•
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obtain and maintain intellectual property rights where necessary;
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•
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continue to develop a comprehensive, integrated product and service strategy;
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•
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price our products and services appropriately; and
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•
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design our products to high standards of manufacturability so that they meet customer requirements.
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•
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longer sales-cycles and time to collection;
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•
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tariff and international trade barriers;
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•
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fewer or less certain legal protections for intellectual property and contract rights abroad;
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•
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different and changing legal and regulatory requirements in the jurisdictions in which we operate;
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•
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government currency control and restrictions on repatriation of earnings;
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•
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fluctuations in foreign currency exchange and interest rates, particularly in Asia and Europe; and
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•
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political and economic instability, changes, hostilities and other disruptions in regions where we operate.
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•
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difficulties in integrating the operations, technologies, products and personnel of the acquired companies and realizing the anticipated synergies of the combined businesses;
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•
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defining and executing a comprehensive product strategy;
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•
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managing the risks of entering markets or types of businesses in which we have limited or no direct experience;
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•
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the potential loss of key employees, customers and strategic partners of ours or of acquired companies;
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•
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unanticipated problems or latent liabilities, such as problems with the quality of the installed base of the target company's products or infringement of another company's intellectual property by a target company's activities or products;
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•
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problems associated with compliance with the acquired company's existing contracts;
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•
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difficulties in managing geographically dispersed operations; and
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•
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the diversion of management's attention from normal daily operations of the business.
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•
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we could be subject to fines;
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•
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our production or shipments could be suspended; and
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•
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we could be prohibited from offering particular products in specified markets.
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•
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variations in operating results from quarter to quarter;
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•
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changes in earnings estimates by analysts or our failure to meet analysts' expectations;
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•
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changes in the market price per share of our public company customers;
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•
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market conditions in the semiconductor and other industries into which we sell products and services;
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•
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global economic conditions;
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•
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political changes, hostilities or natural disasters such as hurricanes and floods;
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•
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low trading volume of our common stock; and
|
•
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the number of firms making a market in our common stock.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Location
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Functions
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Square Footage
(Approx.)
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Ownership Status/Lease
Expiration
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Chelmsford, Massachusetts
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Corporate headquarters, training, manufacturing, R&D and sales & support
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298,000
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Owned
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Indianapolis, Indiana
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Sample storage, sales & support
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84,800
|
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July 2017
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Fremont, California
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Manufacturing, R&D and sales & support
|
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44,900
|
|
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August 2018
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Manchester, United Kingdom
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Manufacturing, R&D and sales & support
|
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44,670
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December 2019
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Yongin-City, South Korea
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Manufacturing, R&D and sales & support
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32,000
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September 2019
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Jena, Germany
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R&D and sales & support
|
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30,100
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February 2017
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Chu Bei City, Taiwan
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Sales & support
|
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28,600
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|
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June 2018
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Market Price
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Dividends
Declared
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||||||||
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High
|
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Low
|
|
|||||||
Fiscal year ended September 30, 2016
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|
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||||||
First quarter
|
$
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11.91
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$
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10.68
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$
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0.10
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Second quarter
|
10.54
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|
|
8.48
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|
|
0.10
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|||
Third quarter
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11.90
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9.16
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|
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0.10
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|||
Fourth quarter
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13.96
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|
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11.05
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|
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0.10
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|||
Fiscal year ended September 30, 2015
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|
|
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||||||
First quarter
|
$
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13.02
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|
|
$
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9.87
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|
|
$
|
0.10
|
|
Second quarter
|
13.37
|
|
|
11.43
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|
|
0.10
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|
|||
Third quarter
|
12.36
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|
|
10.76
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|
|
0.10
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|
|||
Fourth quarter
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11.74
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|
|
9.71
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|
|
0.10
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|
9/30/11
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|
9/30/12
|
|
9/30/13
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9/30/14
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|
9/30/15
|
|
9/30/16
|
||||||||||||
Brooks Automation, Inc.
|
$
|
100.00
|
|
|
$
|
101.90
|
|
|
$
|
122.26
|
|
|
$
|
142.60
|
|
|
$
|
164.54
|
|
|
$
|
198.13
|
|
NASDAQ/NYSE MKT/NYSE
|
100.00
|
|
|
150.26
|
|
|
196.64
|
|
|
267.84
|
|
|
332.87
|
|
|
334.61
|
|
||||||
Peer Group
|
100.00
|
|
|
122.90
|
|
|
164.68
|
|
|
168.45
|
|
|
161.74
|
|
|
218.96
|
|
Item 6.
|
Selected Financial Data
|
|
Year Ended September 30,
|
||||||||||||||||||
|
2016 (1)(2)
|
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2015 (3)(4)
|
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2014 (5)(6)(7)
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2013 (6)(8)(9)
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2012 (6)(10)(11)(12)
|
||||||||||
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(In thousands, except per share data)
|
||||||||||||||||||
Revenue
|
$
|
560,323
|
|
|
$
|
552,708
|
|
|
$
|
482,848
|
|
|
$
|
422,440
|
|
|
$
|
488,983
|
|
Gross profit
|
198,081
|
|
|
189,105
|
|
|
167,337
|
|
|
132,307
|
|
|
159,453
|
|
|||||
Operating income (loss)
|
4,238
|
|
|
16,890
|
|
|
(2,699
|
)
|
|
(16,798
|
)
|
|
1,642
|
|
|||||
(Loss) income from continuing operations
|
(69,476
|
)
|
|
14,221
|
|
|
1,520
|
|
|
(7,114
|
)
|
|
131,835
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
30,002
|
|
|
4,964
|
|
|
5,000
|
|
|||||
Net (loss) income attributable to Brooks Automation, Inc.
|
(69,476
|
)
|
|
14,221
|
|
|
31,361
|
|
|
(2,215
|
)
|
|
136,789
|
|
|||||
Basic net (loss) income per share attributable to Brooks Automation, Inc. common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
(1.01
|
)
|
|
0.21
|
|
|
0.02
|
|
|
(0.11
|
)
|
|
2.02
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.45
|
|
|
0.08
|
|
|
0.08
|
|
|||||
Basic net (loss) income per share attributable to Brooks Automation, Inc.
|
$
|
(1.01
|
)
|
|
$
|
0.21
|
|
|
$
|
0.47
|
|
|
$
|
(0.03
|
)
|
|
$
|
2.10
|
|
Diluted net (loss) income per share attributable to Brooks Automation, Inc. common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
$
|
(1.01
|
)
|
|
$
|
0.21
|
|
|
$
|
0.02
|
|
|
$
|
(0.11
|
)
|
|
$
|
2.01
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.44
|
|
|
0.08
|
|
|
0.08
|
|
|||||
Diluted net (loss) income per share attributable to Brooks Automation, Inc.
|
$
|
(1.01
|
)
|
|
$
|
0.21
|
|
|
$
|
0.46
|
|
|
$
|
(0.03
|
)
|
|
$
|
2.08
|
|
Dividend declared per share
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.34
|
|
|
$
|
0.32
|
|
|
$
|
0.32
|
|
|
As of September 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents and marketable securities
|
$
|
91,221
|
|
|
$
|
214,030
|
|
|
$
|
245,456
|
|
|
$
|
173,362
|
|
|
$
|
200,231
|
|
Working capital
(13), (14)
|
94,416
|
|
|
89,225
|
|
|
80,027
|
|
|
88,691
|
|
|
106,178
|
|
|||||
Total assets
|
685,905
|
|
|
758,702
|
|
|
777,227
|
|
|
736,765
|
|
|
741,960
|
|
|||||
Total capital lease obligation
|
—
|
|
|
—
|
|
|
8,298
|
|
|
—
|
|
|
—
|
|
|||||
Total equity
|
553,690
|
|
|
632,045
|
|
|
642,889
|
|
|
632,656
|
|
|
649,301
|
|
|
Year Ended September 30, 2016
|
||||||||||||||
|
First
Quarter (1)
|
|
Second
Quarter (2)
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
119,955
|
|
|
$
|
135,281
|
|
|
$
|
147,534
|
|
|
$
|
157,553
|
|
Gross profit
|
40,554
|
|
|
46,800
|
|
|
54,163
|
|
|
56,565
|
|
||||
Operating (loss) income
|
(8,320
|
)
|
|
(6,339
|
)
|
|
8,494
|
|
|
10,404
|
|
||||
Net (loss) income
|
(4,648
|
)
|
|
(83,939
|
)
|
|
8,564
|
|
|
10,547
|
|
||||
Basic net (loss) income per share
|
(0.07
|
)
|
|
(1.22
|
)
|
|
0.12
|
|
|
0.15
|
|
||||
Diluted net (loss) income per share
|
(0.07
|
)
|
|
(1.22
|
)
|
|
0.12
|
|
|
0.15
|
|
|
Year Ended September 30, 2015
|
||||||||||||||
|
First
Quarter (4)
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter (3)
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
122,736
|
|
|
$
|
139,313
|
|
|
$
|
144,894
|
|
|
$
|
145,765
|
|
Gross profit
|
39,088
|
|
|
46,025
|
|
|
51,187
|
|
|
52,805
|
|
||||
Operating (loss) income
|
(6,480
|
)
|
|
3,053
|
|
|
10,170
|
|
|
10,147
|
|
||||
Net (loss) income
|
(2,734
|
)
|
|
2,711
|
|
|
7,681
|
|
|
6,563
|
|
||||
Basic net (loss) income per share
|
(0.04
|
)
|
|
0.04
|
|
|
0.11
|
|
|
0.10
|
|
||||
Diluted net (loss) income per share
|
(0.04
|
)
|
|
0.04
|
|
|
0.11
|
|
|
0.10
|
|
|
|
|
|
|
(1)
|
We acquired BioStorage Technologies, Inc., or BioStorage, in November 2015. The results of BioStorage have been included in our results of operations from the date of acquisition. Please refer to Note 4, “Acquisitions” to our Consolidated Financial Statements included under "Item 8. Financial Statements and Supplementary Data" of this Form 10-K for additional information regarding this transaction.
|
(2)
|
Operating (loss) income and net (loss) income includes a charge of $79.3 million related to establishing an additional valuation allowance against our U.S. net deferred tax assets. Please refer to Note 12, “Income Taxes” to our Consolidated Financial Statements included under "Item 8. Financial Statements and Supplementary Data" of this Form 10-K for additional information.
|
(3)
|
We acquired Contact Co., Ltd., or Contact, in August 2015. The results of Contact have been included in our results of operations from the date of acquisition. Please refer to Note 4, “Acquisitions” to our Consolidated Financial Statements included under "Item 8. Financial Statements and Supplementary Data" of this Form 10-K for additional information regarding this transaction.
|
(4)
|
We acquired FluidX Ltd., or FluidX, in October 2014. The results of FluidX have been included in our results of operations from the date of acquisition. Please refer to Note 4, “Acquisitions” to our Consolidated Financial Statements included under "Item 8. Financial Statements and Supplementary Data" of this Form 10-K for additional information regarding this transaction.
|
(5)
|
We acquired Dynamic Micro Systems Semiconductor Equipment GmbH, or DMS, in April 2014. The results of DMS have been included in our results of operations from the date of acquisition. Please refer to Note 4, “Acquisitions” to our Consolidated Financial Statements included under "Item 8. Financial Statements and Supplementary Data" of this Form 10-K for additional information regarding this transaction.
|
(6)
|
In March 2014, we entered into an agreement to sell the Granville-Phillips Gas Analysis & Vacuum Measurement, or Granville-Phillips, business unit for $87.0 million in cash. In the second quarter of fiscal year 2014, we determined that the Granville-Phillips business met the criteria of being reported as a discontinued operation. As a result, the selected financial data presented for periods prior to the second quarter of fiscal year 2014 has been revised to present the operating results of the Granville-Phillips business as a discontinued operation. Please refer to Note 3, “Discontinued Operations” to our Consolidated Financial Statements included under "Item 8. Financial Statements and Supplementary Data" of this Form 10-K for additional information regarding this transaction.
|
(7)
|
We completed the sale of the Granville-Phillips business in May 2014. We realized a pre-tax gain of $56.8 million and an after-tax gain of $26.9 million in connection with the sale. The tax charge of $29.9 million on the gain is substantially non-cash as it was offset by our net operating losses in the United States.
|
(8)
|
We acquired certain assets and assumed certain liabilities of Matrical, Inc.’s life science businesses, collectively referred to as Matrical, in August 2013. The results of Matrical have been included in our results of operations from the date of acquisition.
|
(9)
|
We acquired Crossing Automation Inc., or Crossing, in October 2012. The results of Crossing have been included in our results of operations from the date of acquisition.
|
(10)
|
We acquired the Celigo® product line in December 2011. The results from the Celigo® product line were included in our results of operations from the date of acquisition through March 2014, when we completed the sale of this product line.
|
(11)
|
Income (loss) from continuing operations and net income (loss) attributable to Brooks Automation, Inc. includes a $121.8 million deferred income tax benefit in connection with a reversal of a majority of the valuation allowance against our net deferred tax assets.
|
(12)
|
Income (loss) from continuing operations and net income (loss) attributable to Brooks Automation, Inc. includes an $8.9 million charge in connection with the settlement of our U.S. defined benefit pension plan.
|
(13)
|
The calculation of working capital excludes "Cash and cash equivalents", "Marketable securities", "Assets Held for Sale", as well as assets and liabilities identifiable within the Granville-Phillips business reported as “Assets held for sale” and “Liabilities held for sale,” respectively, in the Consolidated Balance Sheets as of September 30, 2013.
|
(14)
|
Working capital amounts were adjusted to reflect the reclassification of current deferred tax assets and liabilities to non-current in accordance with ASU 2015-17. We reclassified $16.4 million, $18.2 million, $16.8 million and $15.5 million, respectively, of net deferred tax assets from current to non-current at September 30, 2015, September 30, 2014, September 30, 2013 and September 30, 2012. Please refer to Note 2 "Summary of Significant Accounting Policies” to our Consolidated Financial Statements included under "Item 8. Financial Statements and Supplementary Data" of this Form 10-K for additional information.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Overview
. This section provides a general description of our business and operating segments, as well as a brief discussion and overall analysis of our business and financial performance, including key developments affecting the Company during fiscal years ended September 30, 2016 and 2015.
|
•
|
Results of Operations.
This section provides an analysis of our financial results for the fiscal year ended September 30, 2016 compared to the fiscal year ended September 30, 2015 and for the fiscal year ended September 30, 2015 compared to the fiscal year ended September 30, 2014.
|
•
|
Liquidity and Capital Resources.
This section provides an analysis of our liquidity and changes in cash flows, as well as a discussion of available borrowings and contractual commitments.
|
|
Year Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash and cash equivalents
|
$
|
85,086
|
|
|
$
|
80,722
|
|
Short-term marketable securities
|
39
|
|
|
70,021
|
|
||
Long-term marketable securities
|
6,096
|
|
|
63,287
|
|
||
|
$
|
91,221
|
|
|
$
|
214,030
|
|
Declaration Date
|
|
Dividend
per
Share
|
|
Record
Date
|
|
Payment
Date
|
|
Total
|
||||
Fiscal year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
||||
November 4, 2015
|
|
$
|
0.10
|
|
|
December 4, 2015
|
|
December 22, 2015
|
|
$
|
6,844
|
|
February 3, 2016
|
|
0.10
|
|
|
March 4, 2016
|
|
March 24, 2016
|
|
6,862
|
|
||
April 27, 2016
|
|
0.10
|
|
|
June 3, 2016
|
|
June 24, 2016
|
|
6,863
|
|
||
July 27, 2016
|
|
0.10
|
|
|
September 2, 2016
|
|
September 23, 2016
|
|
6,876
|
|
||
Fiscal year Ended September 30, 2015
|
|
|
|
|
|
|
|
|
||||
November 5, 2014
|
|
$
|
0.10
|
|
|
December 5, 2014
|
|
December 26, 2014
|
|
$
|
6,731
|
|
February 4, 2015
|
|
0.10
|
|
|
March 6, 2015
|
|
March 27, 2015
|
|
6,748
|
|
||
April 28, 2015
|
|
0.10
|
|
|
June 5, 2015
|
|
June 26, 2015
|
|
6,749
|
|
||
August 5, 2015
|
|
0.10
|
|
|
September 4, 2015
|
|
September 25, 2015
|
|
6,763
|
|
|
Total
|
|
Less than
One Year
|
|
One to
Three Years
|
|
Four to
Five Years
|
|
Thereafter
|
||||||||||
Contractual Cash Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating leases
|
$
|
6,538
|
|
|
$
|
3,390
|
|
|
$
|
3,044
|
|
|
$
|
104
|
|
|
$
|
—
|
|
Pension and other post retirement benefit plans
|
2,798
|
|
|
155
|
|
|
41
|
|
|
186
|
|
|
2,416
|
|
|||||
Other purchase commitments
|
104,605
|
|
|
95,271
|
|
|
9,173
|
|
|
161
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
113,941
|
|
|
$
|
98,816
|
|
|
$
|
12,258
|
|
|
$
|
451
|
|
|
$
|
2,416
|
|
Other Commercial Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Letters of credit
|
$
|
1,960
|
|
|
$
|
1,753
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other commercial commitments
|
750
|
|
|
750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial commitments
|
$
|
2,710
|
|
|
$
|
2,503
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total commitments
|
$
|
116,651
|
|
|
$
|
101,319
|
|
|
$
|
12,465
|
|
|
$
|
451
|
|
|
$
|
2,416
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
September 30,
2016 |
|
September 30,
2015 |
||||
|
(In thousands, except share and per share data)
|
||||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
85,086
|
|
|
$
|
80,722
|
|
Marketable securities
|
39
|
|
|
70,021
|
|
||
Accounts receivable, net
|
106,372
|
|
|
86,448
|
|
||
Inventories
|
92,572
|
|
|
100,619
|
|
||
Assets held for sale
|
—
|
|
|
2,900
|
|
||
Prepaid expenses and other current assets
|
15,265
|
|
|
15,158
|
|
||
Total current assets
|
299,334
|
|
|
355,868
|
|
||
Property, plant and equipment, net
|
54,885
|
|
|
41,855
|
|
||
Long-term marketable securities
|
6,096
|
|
|
63,287
|
|
||
Long-term deferred tax assets
|
1,982
|
|
|
87,133
|
|
||
Goodwill
|
202,138
|
|
|
121,408
|
|
||
Intangible assets, net
|
81,843
|
|
|
55,446
|
|
||
Equity method investments
|
27,273
|
|
|
24,308
|
|
||
Other assets
|
12,354
|
|
|
9,397
|
|
||
Total assets
|
$
|
685,905
|
|
|
$
|
758,702
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
41,128
|
|
|
$
|
44,890
|
|
Deferred revenue
|
14,966
|
|
|
17,886
|
|
||
Accrued warranty and retrofit costs
|
6,324
|
|
|
6,089
|
|
||
Accrued compensation and benefits
|
21,254
|
|
|
20,401
|
|
||
Accrued restructuring costs
|
5,939
|
|
|
2,073
|
|
||
Accrued income taxes payable
|
7,554
|
|
|
6,111
|
|
||
Accrued expenses and other current liabilities
|
22,628
|
|
|
15,550
|
|
||
Total current liabilities
|
119,793
|
|
|
113,000
|
|
||
Long-term tax reserves
|
2,681
|
|
|
3,644
|
|
||
Long-term deferred tax liabilities
|
2,913
|
|
|
3,495
|
|
||
Long-term pension liabilities
|
2,557
|
|
|
3,118
|
|
||
Other long-term liabilities
|
4,271
|
|
|
3,400
|
|
||
Total liabilities
|
132,215
|
|
|
126,657
|
|
||
Commitments and contingencies (Note 22)
|
|
|
|
||||
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, 82,220,270 shares issued and 68,758,401 shares outstanding at September 30, 2016, 81,093,052 shares issued and 67,631,183 shares outstanding at September 30, 2015
|
821
|
|
|
811
|
|
||
Additional paid-in capital
|
1,855,703
|
|
|
1,846,357
|
|
||
Accumulated other comprehensive income
|
15,166
|
|
|
5,898
|
|
||
Treasury stock, at cost- 13,461,869 shares
|
(200,956
|
)
|
|
(200,956
|
)
|
||
Accumulated deficit
|
(1,117,044
|
)
|
|
(1,020,065
|
)
|
||
Total stockholders' equity
|
553,690
|
|
|
632,045
|
|
||
Total liabilities and stockholders' equity
|
$
|
685,905
|
|
|
$
|
758,702
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
Products
|
$
|
421,783
|
|
|
$
|
457,411
|
|
|
$
|
387,032
|
|
Services
|
138,540
|
|
|
95,297
|
|
|
95,816
|
|
|||
Total revenue
|
560,323
|
|
|
552,708
|
|
|
482,848
|
|
|||
Cost of revenue
|
|
|
|
|
|
||||||
Product
|
267,974
|
|
|
298,348
|
|
|
250,268
|
|
|||
Services
|
94,268
|
|
|
65,255
|
|
|
65,243
|
|
|||
Total cost of revenue
|
362,242
|
|
|
363,603
|
|
|
315,511
|
|
|||
Gross profit
|
198,081
|
|
|
189,105
|
|
|
167,337
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development
|
51,543
|
|
|
52,232
|
|
|
52,649
|
|
|||
Selling, general and administrative
|
130,261
|
|
|
115,270
|
|
|
111,098
|
|
|||
Restructuring and other charges
|
12,039
|
|
|
4,713
|
|
|
6,289
|
|
|||
Total operating expenses
|
193,843
|
|
|
172,215
|
|
|
170,036
|
|
|||
Operating income (loss)
|
4,238
|
|
|
16,890
|
|
|
(2,699
|
)
|
|||
Interest income
|
452
|
|
|
899
|
|
|
950
|
|
|||
Interest expense
|
(157
|
)
|
|
(395
|
)
|
|
(202
|
)
|
|||
Other (expense) income, net
|
(579
|
)
|
|
421
|
|
|
256
|
|
|||
Income (loss) before income taxes and earnings (losses) of equity method investments
|
3,954
|
|
|
17,815
|
|
|
(1,695
|
)
|
|||
Income tax provision (benefit)
|
75,810
|
|
|
3,430
|
|
|
(1,980
|
)
|
|||
(Loss) income before earnings (losses) of equity method investments
|
(71,856
|
)
|
|
14,385
|
|
|
285
|
|
|||
Equity in earnings (losses) of equity method investments
|
2,380
|
|
|
(164
|
)
|
|
1,235
|
|
|||
(Loss) income from continuing operations
|
(69,476
|
)
|
|
14,221
|
|
|
1,520
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
30,002
|
|
|||
Net (loss) income
|
(69,476
|
)
|
|
14,221
|
|
|
31,522
|
|
|||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(161
|
)
|
|||
Net (loss) income attributable to Brooks Automation, Inc.
|
$
|
(69,476
|
)
|
|
$
|
14,221
|
|
|
$
|
31,361
|
|
Basic net (loss) income per share attributable to Brooks Automation, Inc. common stockholders:
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
$
|
(1.01
|
)
|
|
$
|
0.21
|
|
|
$
|
0.02
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.45
|
|
|||
Basic net (loss) income per share attributable to Brooks Automation, Inc.
|
$
|
(1.01
|
)
|
|
$
|
0.21
|
|
|
$
|
0.47
|
|
Diluted net (loss) income per share attributable to Brooks Automation, Inc. common stockholders:
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
$
|
(1.01
|
)
|
|
$
|
0.21
|
|
|
$
|
0.02
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.44
|
|
|||
Diluted net (loss) income per share attributable to Brooks Automation, Inc. common stockholders
|
$
|
(1.01
|
)
|
|
$
|
0.21
|
|
|
$
|
0.46
|
|
Dividend declared per share
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.34
|
|
Weighted-average shares used in computing earnings (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
68,507
|
|
|
67,411
|
|
|
66,648
|
|
|||
Diluted
|
68,507
|
|
|
68,549
|
|
|
67,644
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net (loss) income
|
$
|
(69,476
|
)
|
|
$
|
14,221
|
|
|
$
|
31,522
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Cumulative foreign currency translation adjustments
|
8,844
|
|
|
(9,557
|
)
|
|
(6,296
|
)
|
|||
Unrealized gains (losses) on marketable securities, net of tax effects of $58, $(83) and $62 for fiscal years 2016, 2015 and 2014
|
(106
|
)
|
|
141
|
|
|
(104
|
)
|
|||
Change in fair value of cash flow hedges, net of tax impact of $9 for fiscal year 2014
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
Actuarial losses, net of tax effects of $161, $115 and $471 for fiscal years 2016, 2015 and 2014
|
(322
|
)
|
|
(605
|
)
|
|
(503
|
)
|
|||
Pension settlement
|
—
|
|
|
232
|
|
|
—
|
|
|||
Pension curtailment
|
852
|
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive income (loss), net of tax
|
9,268
|
|
|
(9,789
|
)
|
|
(6,917
|
)
|
|||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(161
|
)
|
|||
Comprehensive (loss) income attributable to Brooks Automation, Inc., net of tax
|
$
|
(60,208
|
)
|
|
$
|
4,432
|
|
|
$
|
24,444
|
|
BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(69,476
|
)
|
|
$
|
14,221
|
|
|
$
|
31,522
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
28,046
|
|
|
25,160
|
|
|
23,459
|
|
|||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
398
|
|
|||
Impairment of other assets
|
807
|
|
|
—
|
|
|
2,621
|
|
|||
Stock-based compensation
|
11,737
|
|
|
12,159
|
|
|
10,912
|
|
|||
Amortization of premium on marketable securities and deferred financing costs
|
339
|
|
|
1,193
|
|
|
1,255
|
|
|||
Undistributed (earnings) losses of equity method investments
|
(2,380
|
)
|
|
164
|
|
|
(1,235
|
)
|
|||
Deferred income tax provision (benefit)
|
70,273
|
|
|
(2,173
|
)
|
|
(1,779
|
)
|
|||
Loss on write-downs of assets held for sale
|
—
|
|
|
1,944
|
|
|
—
|
|
|||
Pension settlement
|
—
|
|
|
232
|
|
|
—
|
|
|||
Gain on disposal of businesses
|
—
|
|
|
(85
|
)
|
|
(27,444
|
)
|
|||
(Gain) loss on disposal of long-lived assets
|
(41
|
)
|
|
—
|
|
|
13
|
|
|||
Changes in operating assets and liabilities, net of acquisitions and disposals:
|
|
|
|
|
|
||||||
Accounts receivable
|
(1,796
|
)
|
|
(5,134
|
)
|
|
12,098
|
|
|||
Inventories
|
8,565
|
|
|
(5,919
|
)
|
|
9,598
|
|
|||
Prepaid expenses and other current assets
|
(428
|
)
|
|
(2,875
|
)
|
|
(12,325
|
)
|
|||
Accounts payable
|
(5,143
|
)
|
|
8,358
|
|
|
(11,924
|
)
|
|||
Deferred revenue
|
(3,290
|
)
|
|
(6,779
|
)
|
|
5,900
|
|
|||
Accrued warranty and retrofit costs
|
290
|
|
|
(407
|
)
|
|
(1,102
|
)
|
|||
Accrued compensation and tax withholdings
|
(3,234
|
)
|
|
(1,148
|
)
|
|
6,783
|
|
|||
Accrued restructuring costs
|
3,860
|
|
|
(1,247
|
)
|
|
2,161
|
|
|||
Accrued pension costs
|
(811
|
)
|
|
812
|
|
|
997
|
|
|||
Accrued expenses and other current liabilities
|
2,229
|
|
|
5,251
|
|
|
1,873
|
|
|||
Net cash provided by operating activities
|
39,547
|
|
|
43,727
|
|
|
53,781
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(12,848
|
)
|
|
(16,146
|
)
|
|
(5,518
|
)
|
|||
Purchases of marketable securities
|
(12,901
|
)
|
|
(87,333
|
)
|
|
(174,287
|
)
|
|||
Sales and maturities of marketable securities
|
139,388
|
|
|
104,008
|
|
|
112,085
|
|
|||
Proceeds from divestitures
|
—
|
|
|
—
|
|
|
85,369
|
|
|||
Disbursement for a loan receivable
|
(1,821
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
(125,248
|
)
|
|
(14,450
|
)
|
|
(35,625
|
)
|
|||
Decrease in restricted cash
|
—
|
|
|
—
|
|
|
177
|
|
|||
Proceeds from liquidation of a joint venture
|
—
|
|
|
1,778
|
|
|
—
|
|
|||
Purchases of other investments
|
(250
|
)
|
|
(5,500
|
)
|
|
—
|
|
|||
Proceeds from sales of property, plant and equipment
|
2,806
|
|
|
6
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(10,874
|
)
|
|
(17,637
|
)
|
|
(17,799
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from line of credit
|
366
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
1,888
|
|
|
1,807
|
|
|
1,838
|
|
|||
Principal repayments of capital lease obligations
|
—
|
|
|
—
|
|
|
(239
|
)
|
|||
Payment of deferred financing costs
|
(708
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisitions of noncontrolling interest
|
—
|
|
|
—
|
|
|
(3,189
|
)
|
|||
Repayment of debt assumed in business acquisition
|
—
|
|
|
(8,829
|
)
|
|
—
|
|
|||
Common stock dividends paid
|
(27,503
|
)
|
|
(26,992
|
)
|
|
(22,875
|
)
|
|||
Net cash used in financing activities
|
(25,957
|
)
|
|
(34,014
|
)
|
|
(24,465
|
)
|
|||
Effects of exchange rate changes on cash and cash equivalents
|
1,648
|
|
|
(5,468
|
)
|
|
(374
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
4,364
|
|
|
(13,392
|
)
|
|
11,143
|
|
|||
Cash and cash equivalents, beginning of year
|
80,722
|
|
|
94,114
|
|
|
82,971
|
|
|||
Cash and cash equivalents, end of year
|
$
|
85,086
|
|
|
$
|
80,722
|
|
|
$
|
94,114
|
|
BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Supplemental disclosures:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
114
|
|
|
$
|
395
|
|
|
$
|
202
|
|
Cash paid for income taxes, net
|
4,930
|
|
|
3,883
|
|
|
1,084
|
|
|||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Acquisition of buildings and land through capital lease
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,537
|
|
Derecognition of a capital lease obligation and the related assets
|
—
|
|
|
7,804
|
|
|
—
|
|
|
Common
Stock Shares |
|
Common
Stock at Par Value |
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Income |
|
Accumulated
Deficit |
|
Treasury
Stock |
|
Total
Brooks Automation, Inc. Stockholders’ Equity |
|
Noncontrolling
Interests in Subsidiaries |
|
Total
Equity |
|||||||||||||||||
|
(In thousands, except share data)
|
|||||||||||||||||||||||||||||||||
Balance September 30, 2013
|
80,039,104
|
|
|
$
|
800
|
|
|
$
|
1,825,499
|
|
|
$
|
22,604
|
|
|
$
|
(1,015,991
|
)
|
|
$
|
(200,956
|
)
|
|
$
|
631,956
|
|
|
$
|
700
|
|
|
$
|
632,656
|
|
Shares issued under stock option, restricted stock and purchase plans, net
|
336,673
|
|
|
4
|
|
|
386
|
|
|
|
|
|
|
|
|
|
|
|
390
|
|
|
|
|
|
390
|
|
||||||||
Stock-based compensation
|
|
|
|
|
|
|
11,062
|
|
|
|
|
|
|
|
|
|
|
|
11,062
|
|
|
|
|
|
11,062
|
|
||||||||
Common stock dividends declared, at $0.34 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,635
|
)
|
|
|
|
|
(22,635
|
)
|
|
|
|
|
(22,635
|
)
|
||||||||
Acquisition of noncontrolling interest
|
|
|
|
|
(2,328
|
)
|
|
|
|
|
|
|
|
(2,328
|
)
|
|
(861
|
)
|
|
(3,189
|
)
|
|||||||||||||
Net income
|
|
|
|
|
|
|
|
|
31,361
|
|
|
|
|
31,361
|
|
|
161
|
|
|
31,522
|
|
|||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
(6,296
|
)
|
|
|
|
|
|
|
|
(6,296
|
)
|
|
|
|
|
(6,296
|
)
|
||||||||
Changes in unrealized losses on marketable securities, net of tax effects of $62
|
|
|
|
|
|
|
|
|
|
(104
|
)
|
|
|
|
|
|
|
(104
|
)
|
|
|
|
|
(104
|
)
|
|||||||||
Changes in unrealized losses on cash flow hedges, net of tax effects of $9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
|
|
|
|
(14
|
)
|
||||||||||
Actuarial losses arising in the year, net of tax effects of $471
|
|
|
|
|
|
|
(503
|
)
|
|
|
|
|
|
(503
|
)
|
|
|
|
(503
|
)
|
||||||||||||||
Balance September 30, 2014
|
80,375,777
|
|
|
804
|
|
|
1,834,619
|
|
|
15,687
|
|
|
(1,007,265
|
)
|
|
(200,956
|
)
|
|
642,889
|
|
|
—
|
|
|
642,889
|
|
||||||||
Shares issued under restricted stock and purchase plans, net
|
717,275
|
|
|
7
|
|
|
(421
|
)
|
|
|
|
|
|
|
|
|
|
|
(414
|
)
|
|
|
|
|
(414
|
)
|
||||||||
Stock-based compensation
|
|
|
|
|
|
|
12,159
|
|
|
|
|
|
|
|
|
|
|
|
12,159
|
|
|
|
|
|
12,159
|
|
||||||||
Common stock dividends declared, at $0.40 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,021
|
)
|
|
|
|
|
(27,021
|
)
|
|
|
|
|
(27,021
|
)
|
||||||||
Net income
|
|
|
|
|
|
|
|
|
|
14,221
|
|
|
|
|
14,221
|
|
|
|
|
|
14,221
|
|
||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
(9,557
|
)
|
|
|
|
|
|
|
|
(9,557
|
)
|
|
|
|
(9,557
|
)
|
||||||||||||
Changes in unrealized gains on marketable securities, net of tax effects of ($83)
|
|
|
|
|
|
|
|
|
|
141
|
|
|
|
|
|
|
|
|
141
|
|
|
|
|
|
141
|
|
||||||||
Actuarial losses arising in the year, net of tax effects of $115
|
|
|
|
|
|
|
(605
|
)
|
|
|
|
|
|
|
|
(605
|
)
|
|
|
|
|
(605
|
)
|
|||||||||||
Recognition of pension settlement in earnings
|
|
|
|
|
|
|
|
|
|
232
|
|
|
|
|
|
|
|
|
232
|
|
|
|
|
|
232
|
|
||||||||
Balance September 30, 2015
|
81,093,052
|
|
|
811
|
|
|
1,846,357
|
|
|
5,898
|
|
|
(1,020,065
|
)
|
|
(200,956
|
)
|
|
632,045
|
|
|
—
|
|
|
632,045
|
|
||||||||
Shares issued under restricted stock and purchase plans, net
|
1,127,218
|
|
|
10
|
|
|
(2,391
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,381
|
)
|
|
|
|
|
(2,381
|
)
|
||||||||
Stock-based compensation
|
|
|
|
|
|
|
11,737
|
|
|
|
|
|
|
|
|
|
|
|
11,737
|
|
|
|
|
|
11,737
|
|
||||||||
Common stock dividends declared, at $0.40 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,503
|
)
|
|
|
|
|
(27,503
|
)
|
|
|
|
|
(27,503
|
)
|
||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(69,476
|
)
|
|
|
|
|
(69,476
|
)
|
|
|
|
|
(69,476
|
)
|
||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
8,844
|
|
|
|
|
|
|
|
|
8,844
|
|
|
|
|
|
8,844
|
|
||||||||
Changes in unrealized losses on marketable securities, net of tax effects of $58
|
|
|
|
|
|
|
|
|
|
(106
|
)
|
|
|
|
|
|
|
|
(106
|
)
|
|
|
|
|
(106
|
)
|
||||||||
Actuarial losses arising in the year, net of tax effects of $161
|
|
|
|
|
|
|
|
|
|
(322
|
)
|
|
|
|
|
|
|
|
(322
|
)
|
|
|
|
|
(322
|
)
|
||||||||
Pension curtailment
|
|
|
|
|
|
|
|
|
|
852
|
|
|
|
|
|
|
|
852
|
|
|
|
|
|
852
|
|
|||||||||
Balance September 30, 2016
|
82,220,270
|
|
|
$
|
821
|
|
|
$
|
1,855,703
|
|
|
$
|
15,166
|
|
|
$
|
(1,117,044
|
)
|
|
$
|
(200,956
|
)
|
|
$
|
553,690
|
|
|
$
|
—
|
|
|
$
|
553,690
|
|
|
|
Fiscal Year Ended September 30, 2015
|
||||||||||
|
|
As Previously Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Cost of product revenue
|
|
$
|
307,865
|
|
|
$
|
(9,517
|
)
|
|
$
|
298,348
|
|
Cost of service revenue
|
|
55,738
|
|
|
9,517
|
|
|
65,255
|
|
|||
Total cost of revenue
|
|
$
|
363,603
|
|
|
$
|
—
|
|
|
$
|
363,603
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
|
|
Fiscal Year Ended September 30, 2014
|
||||||||||
|
|
As Previously Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Cost of product revenue
|
|
$
|
252,688
|
|
|
$
|
(2,420
|
)
|
|
$
|
250,268
|
|
Cost of service revenue
|
|
62,823
|
|
|
2,420
|
|
|
65,243
|
|
|||
Total cost of revenue
|
|
$
|
315,511
|
|
|
$
|
—
|
|
|
$
|
315,511
|
|
|
|
|
|
|
|
|
Buildings
|
20 - 40 years
|
Computer equipment and software
|
2 - 7 years
|
Machinery and equipment
|
2 - 10 years
|
Furniture and fixtures
|
3 - 10 years
|
Patents
|
7 - 15 years
|
Completed technology
|
5 - 10 years
|
Customer relationships
|
5 - 11 years
|
•
|
Products, including sales of tool automation and automated cold sample management systems, atmospheric and vacuum robots, contamination control solutions, cryogenic pumps and compressors, as well as consumables and spare parts.
|
•
|
Services, including repairs, upgrades, diagnostic support, installation, as well as biological sample and other support services.
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Restricted stock
|
$
|
11,220
|
|
|
$
|
11,696
|
|
|
$
|
10,467
|
|
Employee stock purchase plan
|
517
|
|
|
463
|
|
|
445
|
|
|||
Total stock-based compensation expense
|
$
|
11,737
|
|
|
$
|
12,159
|
|
|
$
|
10,912
|
|
|
Year Ended September 30,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
0.4
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
Volatility
|
32
|
%
|
|
31
|
%
|
|
25
|
%
|
Expected life
|
6 months
|
|
|
6 months
|
|
|
6 months
|
|
Dividend yield
|
3.40
|
%
|
|
3.40
|
%
|
|
3.40
|
%
|
|
Amount
|
||
Revenue
|
$
|
18,921
|
|
Income from discontinued operations
|
4,888
|
|
|
Gain on the sale of the discontinued operations
|
56,804
|
|
|
Income tax provision
|
31,690
|
|
|
Income from discontinued operations, net of tax
|
$
|
30,002
|
|
|
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
|
79,639
|
|
|
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
|
$
|
125,248
|
|
|
Fiscal Year Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Revenue
|
$
|
571,369
|
|
|
$
|
593,687
|
|
Net (loss) income
|
(63,396
|
)
|
|
7,000
|
|
||
|
|
|
|
||||
Basic (loss) income per share
|
$
|
(0.93
|
)
|
|
$
|
0.10
|
|
Diluted (loss) income per share
|
$
|
(0.93
|
)
|
|
$
|
0.10
|
|
|
|
|
|
||||
Weighted average shares outstanding used in computing net (loss) income per share:
|
|
|
|
||||
Basic
|
68,507
|
|
|
67,411
|
|
||
Diluted
|
68,507
|
|
|
68,549
|
|
|
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
|
|
|
Fair Values of Assets and Liabilities
|
||
Accounts receivable
|
$
|
15,262
|
|
Inventory
|
10,051
|
|
|
Prepaid and other current assets
|
2,727
|
|
|
Property, plant and equipment
|
2,049
|
|
|
Completed technology
|
3,610
|
|
|
Customer relationships
|
7,100
|
|
|
Goodwill
|
11,638
|
|
|
Accounts payable
|
(10,393
|
)
|
|
Accrued liabilities
|
(5,522
|
)
|
|
Deferred revenue
|
(1,309
|
)
|
|
Long-term deferred tax liabilities
|
(3,588
|
)
|
|
Total purchase price, net of cash acquired
|
$
|
31,625
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
September 30, 2016:
|
|
|
|
|
|
|
|
||||||||
Corporate securities
|
2,394
|
|
|
—
|
|
|
—
|
|
|
2,394
|
|
||||
Other debt securities
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
||||
Municipal securities
|
3,704
|
|
|
1
|
|
|
(3
|
)
|
|
3,702
|
|
||||
|
$
|
6,137
|
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
|
$
|
6,135
|
|
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
|
$
|
39
|
|
Due after one year through five years
|
3,704
|
|
|
Due after ten years
|
2,392
|
|
|
|
$
|
6,135
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Buildings and land
|
$
|
45,772
|
|
|
$
|
43,765
|
|
Computer equipment and software
|
65,989
|
|
|
58,715
|
|
||
Machinery and equipment
|
54,896
|
|
|
43,185
|
|
||
Furniture and fixtures
|
5,704
|
|
|
5,310
|
|
||
Leasehold improvements
|
17,128
|
|
|
13,617
|
|
||
Capital projects in progress
|
5,428
|
|
|
4,427
|
|
||
|
194,917
|
|
|
169,019
|
|
||
Less accumulated depreciation and amortization
|
(140,032
|
)
|
|
(127,164
|
)
|
||
Property, plant and equipment, net
|
$
|
54,885
|
|
|
$
|
41,855
|
|
|
Brooks
Semiconductor Solutions Group |
|
Brooks
Life Science Systems |
|
Other
|
|
Total
|
||||||||
Gross goodwill, at September 30, 2014
|
$
|
651,067
|
|
|
$
|
47,378
|
|
|
$
|
26,014
|
|
|
$
|
724,459
|
|
Accumulated goodwill impairments
|
(588,944
|
)
|
|
—
|
|
|
(26,014
|
)
|
|
(614,958
|
)
|
||||
Goodwill, net of accumulated impairments, at September 30, 2014
|
62,123
|
|
|
47,378
|
|
|
—
|
|
|
109,501
|
|
||||
Acquisitions and adjustments
|
3,660
|
|
|
8,247
|
|
|
—
|
|
|
11,907
|
|
||||
Gross goodwill, at September 30, 2015
|
654,727
|
|
|
55,625
|
|
|
26,014
|
|
|
736,366
|
|
||||
Accumulated goodwill impairments
|
(588,944
|
)
|
|
—
|
|
|
(26,014
|
)
|
|
(614,958
|
)
|
||||
Goodwill, net of accumulated impairments, at September 30, 2015
|
65,783
|
|
|
55,625
|
|
|
—
|
|
|
121,408
|
|
||||
Acquisitions and adjustments
|
1,054
|
|
|
79,676
|
|
|
—
|
|
|
80,730
|
|
||||
Gross goodwill, at September 30, 2016
|
655,781
|
|
|
135,301
|
|
|
26,014
|
|
|
817,096
|
|
||||
Accumulated goodwill impairments
|
(588,944
|
)
|
|
—
|
|
|
(26,014
|
)
|
|
(614,958
|
)
|
||||
Goodwill, net of accumulated impairments, at September 30, 2016
|
$
|
66,837
|
|
|
$
|
135,301
|
|
|
$
|
—
|
|
|
$
|
202,138
|
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization |
|
Net Book
Value |
|
Cost
|
|
Accumulated
Amortization |
|
Net Book
Value |
||||||||||||
Patents
|
$
|
7,808
|
|
|
$
|
7,486
|
|
|
$
|
322
|
|
|
$
|
7,808
|
|
|
$
|
7,394
|
|
|
$
|
414
|
|
Completed technology
|
60,485
|
|
|
51,018
|
|
|
9,467
|
|
|
60,748
|
|
|
46,718
|
|
|
14,030
|
|
||||||
Trademarks and trade names
|
9,142
|
|
|
4,204
|
|
|
4,938
|
|
|
4,241
|
|
|
3,604
|
|
|
637
|
|
||||||
Customer relationships
|
114,263
|
|
|
47,147
|
|
|
67,116
|
|
|
77,716
|
|
|
37,351
|
|
|
40,365
|
|
||||||
|
$
|
191,698
|
|
|
$
|
109,855
|
|
|
$
|
81,843
|
|
|
$
|
150,513
|
|
|
$
|
95,067
|
|
|
$
|
55,446
|
|
Year ended September 30,
|
|
||
2017
|
$
|
15,573
|
|
2018
|
14,052
|
|
|
2019
|
13,713
|
|
|
2020
|
12,909
|
|
|
2021
|
8,036
|
|
|
Thereafter
|
17,560
|
|
|
|
$
|
81,843
|
|
|
September 30,
|
|
|
||||||||
|
2016
|
|
2015
|
|
|
||||||
Balance Sheets:
|
|
|
|
|
|
||||||
Current assets
|
$
|
59,507
|
|
|
$
|
43,201
|
|
|
|
||
Non-current assets
|
15,461
|
|
|
12,657
|
|
|
|
||||
Current liabilities
|
25,320
|
|
|
15,551
|
|
|
|
||||
Non-current liabilities
|
19,933
|
|
|
13,581
|
|
|
|
||||
|
|
|
|
|
|
||||||
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Statements of Operations:
|
|
|
|
|
|
||||||
Total revenue
|
$
|
74,659
|
|
|
$
|
48,047
|
|
|
$
|
48,702
|
|
Gross profit (loss)
|
27,355
|
|
|
16,327
|
|
|
16,510
|
|
|||
Income (loss) from continuing operations
|
6,731
|
|
|
(1,074
|
)
|
|
1,745
|
|
|||
Net income (loss)
|
2,374
|
|
|
(2,452
|
)
|
|
1,636
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Accounts receivable
|
$
|
108,713
|
|
|
$
|
87,582
|
|
Less allowance for doubtful accounts
|
(2,241
|
)
|
|
(1,019
|
)
|
||
Less allowance for sales returns
|
(100
|
)
|
|
(115
|
)
|
||
|
$
|
106,372
|
|
|
$
|
86,448
|
|
Description
|
|
Balance at
Beginning of Period |
|
Provisions
|
|
Reversals of
Bad Debt Expense |
|
Write-offs and
Adjustments |
|
Balance at
End of Period |
||||||||||
2016 Allowance for doubtful accounts
|
|
$
|
1,019
|
|
|
$
|
202
|
|
|
$
|
—
|
|
|
$
|
1,020
|
|
|
$
|
2,241
|
|
2015 Allowance for doubtful accounts
|
|
1,031
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
1,019
|
|
|||||
2014 Allowance for doubtful accounts
|
|
863
|
|
|
438
|
|
|
(315
|
)
|
|
45
|
|
|
1,031
|
|
Description
|
Balance at
Beginning of Period |
|
Provisions
|
|
Write-offs and
Adjustments |
|
Balance at
End of Period |
||||||||
2016 Allowance for sales returns
|
$
|
115
|
|
|
$
|
(14
|
)
|
|
$
|
—
|
|
|
$
|
101
|
|
2015 Allowance for sales returns
|
133
|
|
|
(18
|
)
|
|
—
|
|
|
115
|
|
||||
2014 Allowance for sales returns
|
114
|
|
|
19
|
|
|
—
|
|
|
133
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Inventories
|
|
|
|
||||
Raw materials and purchased parts
|
$
|
60,979
|
|
|
$
|
62,441
|
|
Work-in-process
|
16,090
|
|
|
21,563
|
|
||
Finished goods
|
15,503
|
|
|
16,615
|
|
||
|
$
|
92,572
|
|
|
$
|
100,619
|
|
Description
|
Balance at
Beginning of Period |
|
Provisions
|
|
Inventory Disposals and Adjustments
|
|
Balance at
End of Period |
||||||||
2016 Reserves for excess and obsolete inventory
|
$
|
23,768
|
|
|
$
|
7,293
|
|
|
$
|
(6,267
|
)
|
|
$
|
24,794
|
|
2015 Reserves for excess and obsolete inventory
|
26,027
|
|
|
7,879
|
|
|
(10,138
|
)
|
|
23,768
|
|
||||
2014 Reserves for excess and obsolete inventory
|
24,200
|
|
|
6,900
|
|
|
(5,073
|
)
|
|
26,027
|
|
|
Amount
|
||
Balance at September 30, 2013
|
$
|
7,260
|
|
Adjustments for acquisitions and divestitures
|
364
|
|
|
Accruals for warranties during the year
|
9,969
|
|
|
Costs incurred during the year
|
(11,094
|
)
|
|
Balance at September 30, 2014
|
6,499
|
|
|
Adjustments for acquisitions and divestitures
|
81
|
|
|
Accruals for warranties during the year
|
9,917
|
|
|
Costs incurred during the year
|
(10,408
|
)
|
|
Balance at September 30, 2015
|
6,089
|
|
|
Adjustments for acquisitions and divestitures
|
—
|
|
|
Accruals for warranties during the year
|
9,975
|
|
|
Costs incurred during the year
|
(9,740
|
)
|
|
Balance at September 30, 2016
|
$
|
6,324
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(145
|
)
|
|
$
|
10
|
|
|
$
|
15
|
|
State
|
(186
|
)
|
|
56
|
|
|
177
|
|
|||
Foreign
|
5,868
|
|
|
5,537
|
|
|
1,417
|
|
|||
Total current income tax provision
|
5,537
|
|
|
5,603
|
|
|
1,609
|
|
|||
Deferred income tax benefit:
|
|
|
|
|
|
|
|
|
|||
Federal
|
68,300
|
|
|
(1,773
|
)
|
|
(2,276
|
)
|
|||
State
|
4,000
|
|
|
(104
|
)
|
|
(35
|
)
|
|||
Foreign
|
(2,027
|
)
|
|
(296
|
)
|
|
(1,278
|
)
|
|||
Total deferred income tax benefit
|
70,273
|
|
|
(2,173
|
)
|
|
(3,589
|
)
|
|||
Income tax provision (benefit)
|
$
|
75,810
|
|
|
$
|
3,430
|
|
|
$
|
(1,980
|
)
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Income tax provision (benefit) computed at federal statutory rate
|
$
|
2,217
|
|
|
$
|
6,177
|
|
|
$
|
(217
|
)
|
State income taxes, net of federal benefit
|
113
|
|
|
243
|
|
|
(12
|
)
|
|||
Foreign income taxed at different rates
|
(755
|
)
|
|
(938
|
)
|
|
(596
|
)
|
|||
Dividends
|
(1,666
|
)
|
|
(1,069
|
)
|
|
(1,373
|
)
|
|||
Change in deferred tax asset valuation allowance
|
77,531
|
|
|
(36
|
)
|
|
453
|
|
|||
Reduction in uncertain tax positions
|
(1,543
|
)
|
|
(1,207
|
)
|
|
(1,236
|
)
|
|||
Nondeductible compensation
|
782
|
|
|
1,325
|
|
|
1,064
|
|
|||
Tax credits
|
(1,786
|
)
|
|
(1,741
|
)
|
|
(704
|
)
|
|||
Travel and entertainment
|
274
|
|
|
314
|
|
|
220
|
|
|||
Merger costs
|
503
|
|
|
228
|
|
|
187
|
|
|||
Other
|
140
|
|
|
134
|
|
|
234
|
|
|||
Income tax provision (benefit)
|
$
|
75,810
|
|
|
$
|
3,430
|
|
|
$
|
(1,980
|
)
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Accruals and reserves not currently deductible
|
$
|
16,448
|
|
|
$
|
9,602
|
|
Federal, state and foreign tax credits
|
24,539
|
|
|
22,115
|
|
||
Other assets
|
4,294
|
|
|
5,939
|
|
||
Net operating loss carryforwards
|
73,097
|
|
|
63,569
|
|
||
Inventory reserves and valuation
|
11,342
|
|
|
10,598
|
|
||
Deferred tax assets
|
129,720
|
|
|
111,823
|
|
||
Depreciation and intangible amortization
|
25,850
|
|
|
9,388
|
|
||
Deferred tax liabilities
|
25,850
|
|
|
9,388
|
|
||
Valuation allowance
|
(104,802
|
)
|
|
(18,797
|
)
|
||
Net deferred tax (liability) asset
|
$
|
(932
|
)
|
|
$
|
83,638
|
|
|
Total
|
||
Balance at October 1, 2013
|
$
|
5,147
|
|
Reductions from lapses in statutes of limitations
|
(861
|
)
|
|
Foreign exchange rate adjustment
|
(24
|
)
|
|
Balance at September 30, 2014
|
4,262
|
|
|
Reductions from settlements with taxing authorities
|
(1,304
|
)
|
|
Reductions from lapses in statutes of limitations
|
(734
|
)
|
|
Foreign exchange rate adjustment
|
(33
|
)
|
|
Balance at September 30, 2015
|
2,191
|
|
|
Additions for tax positions in current year
|
4,165
|
|
|
Reductions from lapses in statutes of limitations
|
(897
|
)
|
|
Foreign exchange rate adjustment
|
(32
|
)
|
|
Balance at September 30, 2016
|
$
|
5,427
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Realized gains on derivatives not designated as hedging instruments
|
|
$
|
1,434
|
|
|
$
|
628
|
|
|
$
|
185
|
|
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
|
|
246
|
|
|
Swedish Krona
|
|
October 2016
|
|
2,100
|
|
|
$
|
1
|
|
|
$
|
—
|
|
U.S. Dollar
|
|
6,107
|
|
|
British Pound
|
|
October 2016
|
|
4,710
|
|
|
2
|
|
|
—
|
|
||
U.S. Dollar
|
|
5,815
|
|
|
Chinese Yuan
|
|
October 2016
|
|
39,000
|
|
|
—
|
|
|
(33
|
)
|
||
Euro
|
|
14,976
|
|
|
U.S. Dollar
|
|
October 2016
|
|
13,300
|
|
|
—
|
|
|
(40
|
)
|
||
Korean Won
|
|
2,255
|
|
|
U.S. Dollar
|
|
October 2016
|
|
2,488,000
|
|
|
1
|
|
|
—
|
|
||
Euro
|
|
8,403
|
|
|
British Pound
|
|
October 2016
|
|
6,500
|
|
|
—
|
|
|
(23
|
)
|
||
U.S. Dollar
|
|
311
|
|
|
Israeli Shekel
|
|
October 2016
|
|
1,169
|
|
|
1
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
$
|
5
|
|
|
$
|
(96
|
)
|
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
|
)
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Benefit obligation at beginning of fiscal year
|
$
|
7,661
|
|
|
$
|
8,213
|
|
Service cost
|
548
|
|
|
482
|
|
||
Interest cost
|
71
|
|
|
124
|
|
||
Actuarial loss
|
106
|
|
|
733
|
|
||
Benefits paid
|
(712
|
)
|
|
(209
|
)
|
||
Employee contributions
|
156
|
|
|
444
|
|
||
Settlements paid
|
—
|
|
|
(1,795
|
)
|
||
Curtailment gain
|
(1,064
|
)
|
|
—
|
|
||
Foreign currency translation
|
81
|
|
|
(331
|
)
|
||
Benefit obligation at end of fiscal year
|
$
|
6,847
|
|
|
$
|
7,661
|
|
Fair value of assets at beginning of fiscal year
|
$
|
4,838
|
|
|
$
|
6,131
|
|
Actual return on plan assets
|
30
|
|
|
112
|
|
||
Disbursements
|
(837
|
)
|
|
(334
|
)
|
||
Employer contributions
|
296
|
|
|
306
|
|
||
Employee contributions
|
352
|
|
|
642
|
|
||
Settlements paid
|
—
|
|
|
(1,795
|
)
|
||
Foreign currency translation
|
55
|
|
|
(224
|
)
|
||
Fair value of assets at end of fiscal year
|
$
|
4,734
|
|
|
$
|
4,838
|
|
Accrued benefit obligation
|
$
|
2,113
|
|
|
$
|
2,823
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Accrued compensation and benefits
|
$
|
155
|
|
|
$
|
298
|
|
Long-term pension liability
|
1,958
|
|
|
2,525
|
|
||
|
$
|
2,113
|
|
|
$
|
2,823
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
548
|
|
|
$
|
482
|
|
|
$
|
406
|
|
Interest cost
|
71
|
|
|
124
|
|
|
154
|
|
|||
Expected return on plan assets
|
(159
|
)
|
|
(210
|
)
|
|
(214
|
)
|
|||
Amortization of losses
|
2
|
|
|
2
|
|
|
2
|
|
|||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net periodic pension cost
|
462
|
|
|
398
|
|
|
348
|
|
|||
Curtailment gain
|
(227
|
)
|
|
—
|
|
|
—
|
|
|||
Settlement loss
|
—
|
|
|
232
|
|
|
—
|
|
|||
Total pension cost
|
$
|
235
|
|
|
$
|
630
|
|
|
$
|
348
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Net loss
|
$
|
165
|
|
|
$
|
722
|
|
Amortization of net loss
|
(2
|
)
|
|
(2
|
)
|
||
Curtailment gain
|
(852
|
)
|
|
—
|
|
||
Settlement loss
|
—
|
|
|
(232
|
)
|
||
Total recognized in other comprehensive income (loss)
|
(689
|
)
|
|
488
|
|
||
Total recognized in net periodic pension cost and other comprehensive income (loss)
|
$
|
(227
|
)
|
|
$
|
886
|
|
|
Year Ended September 30,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
0.40
|
%
|
|
0.92
|
%
|
|
1.55
|
%
|
Expected return on plan assets
|
1.75
|
%
|
|
1.78
|
%
|
|
2.18
|
%
|
Expected rate of compensation increases
|
1.31
|
%
|
|
1.65
|
%
|
|
1.87
|
%
|
|
September 30, 2016
|
|
Cash and cash equivalents
|
3
|
%
|
Debt securities
|
72
|
|
Equity securities
|
7
|
|
Other
|
18
|
|
|
100
|
%
|
|
As of September 30, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Swiss Life collective foundation
|
$
|
—
|
|
|
$
|
4,208
|
|
|
$
|
—
|
|
|
$
|
4,208
|
|
Taiwan collective trust
|
—
|
|
|
526
|
|
|
—
|
|
|
526
|
|
||||
Total
|
$
|
—
|
|
|
$
|
4,734
|
|
|
$
|
—
|
|
|
$
|
4,734
|
|
|
As of September 30, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Swiss Life collective foundation
|
$
|
—
|
|
|
$
|
4,347
|
|
|
$
|
—
|
|
|
$
|
4,347
|
|
Taiwan collective trust
|
—
|
|
|
491
|
|
|
—
|
|
|
491
|
|
||||
Total
|
$
|
—
|
|
|
$
|
4,838
|
|
|
$
|
—
|
|
|
$
|
4,838
|
|
2017
|
$
|
203
|
|
2018
|
21
|
|
|
2019
|
21
|
|
|
2020
|
81
|
|
|
2021
|
104
|
|
|
Thereafter (through 2026)
|
735
|
|
|
|
Currency Translation Adjustments
|
|
Unrealized Gains (Losses) on Available-for-Sale Securities
|
|
Unrealized Gains (Losses) on Cash Flow Hedges
|
|
Pension Liability Adjustments
|
|
Total
|
||||||||||
Balance at September 30, 2013
|
|
$
|
22,398
|
|
|
$
|
66
|
|
|
$
|
14
|
|
|
$
|
126
|
|
|
$
|
22,604
|
|
Other comprehensive (loss) income before reclassifications
|
|
(6,296
|
)
|
|
(78
|
)
|
|
79
|
|
|
(503
|
)
|
|
(6,798
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
(26
|
)
|
|
(93
|
)
|
|
—
|
|
|
(119
|
)
|
|||||
Balance at September 30, 2014
|
|
16,102
|
|
|
(38
|
)
|
|
—
|
|
|
(377
|
)
|
|
15,687
|
|
|||||
Other comprehensive (loss) income before reclassifications
|
|
(9,426
|
)
|
|
144
|
|
|
—
|
|
|
(605
|
)
|
|
(9,887
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
|
(131
|
)
|
|
(3
|
)
|
|
—
|
|
|
232
|
|
|
98
|
|
|||||
Balance at September 30, 2015
|
|
6,545
|
|
|
103
|
|
|
—
|
|
|
(750
|
)
|
|
5,898
|
|
|||||
Other comprehensive income (loss) before reclassifications
|
|
8,844
|
|
|
(231
|
)
|
|
—
|
|
|
(322
|
)
|
|
8,291
|
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
125
|
|
|
—
|
|
|
852
|
|
|
977
|
|
|||||
Balance at September 30, 2016
|
|
$
|
15,389
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
(220
|
)
|
|
$
|
15,166
|
|
|
Shares
|
|
Weighted
Average Grant-Date Fair Value |
|||
Outstanding at September 30, 2015
|
3,257,413
|
|
|
$
|
9.95
|
|
Granted
|
1,690,582
|
|
|
$
|
10.84
|
|
Vested
|
(1,269,862
|
)
|
|
$
|
9.53
|
|
Forfeited
|
(1,189,057
|
)
|
|
$
|
11.18
|
|
Outstanding at September 30, 2016
|
2,489,076
|
|
|
$
|
10.79
|
|
|
Total Units
|
|
Time-Based Units
|
|
Stock Grants
|
|
Performance-Based Units
|
||||
Year ended September 30, 2016
|
1,690,582
|
|
|
744,250
|
|
|
86,082
|
|
|
860,250
|
|
Year ended September 30, 2015
|
1,513,281
|
|
|
597,250
|
|
|
69,281
|
|
|
846,750
|
|
Year ended September 30, 2014
|
1,517,057
|
|
|
596,212
|
|
|
82,095
|
|
|
838,750
|
|
|
|
Fiscal Year 2016 Activity
|
||||||||||||||
|
|
Balance
September 30, 2015 |
|
Expenses
|
|
Payments
|
|
Balance
September 30, 2016 |
||||||||
Facility and other contract termination costs
|
|
$
|
433
|
|
|
$
|
25
|
|
|
$
|
(458
|
)
|
|
$
|
—
|
|
Workforce-related termination benefits
|
|
1,640
|
|
|
12,014
|
|
|
(7,715
|
)
|
|
5,939
|
|
||||
|
|
$
|
2,073
|
|
|
$
|
12,039
|
|
|
$
|
(8,173
|
)
|
|
$
|
5,939
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fiscal Year 2015 Activity
|
||||||||||||||
|
|
Balance
September 30, 2014 |
|
Expenses
|
|
Payments
|
|
Balance
September 30, 2015 |
||||||||
Facility and other contract termination costs
|
|
$
|
71
|
|
|
$
|
1,204
|
|
|
$
|
(842
|
)
|
|
$
|
433
|
|
Workforce-related termination benefits
|
|
3,404
|
|
|
3,213
|
|
|
(4,977
|
)
|
|
1,640
|
|
||||
|
|
$
|
3,475
|
|
|
$
|
4,417
|
|
|
$
|
(5,819
|
)
|
|
$
|
2,073
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fiscal Year 2014 Activity
|
||||||||||||||
|
|
Balance
September 30, 2013 |
|
Expenses
|
|
Payments
|
|
Balance
September 30, 2014 |
||||||||
Facility and other contract termination costs
|
|
$
|
155
|
|
|
$
|
583
|
|
|
$
|
(667
|
)
|
|
$
|
71
|
|
Workforce-related termination benefits
|
|
$
|
1,257
|
|
|
$
|
5,706
|
|
|
$
|
(3,559
|
)
|
|
3,404
|
|
|
|
|
$
|
1,412
|
|
|
$
|
6,289
|
|
|
$
|
(4,226
|
)
|
|
$
|
3,475
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(Loss) income from continuing operations
|
$
|
(69,476
|
)
|
|
$
|
14,221
|
|
|
$
|
1,520
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
30,002
|
|
|||
Net (loss) income
|
(69,476
|
)
|
|
14,221
|
|
|
31,522
|
|
|||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(161
|
)
|
|||
Net (loss) income attributable to Brooks Automation, Inc.
|
$
|
(69,476
|
)
|
|
$
|
14,221
|
|
|
$
|
31,361
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding used in computing basic earnings per share
|
68,507
|
|
|
67,411
|
|
|
66,648
|
|
|||
Dilutive common stock options and restricted stock units
|
—
|
|
|
1,138
|
|
|
996
|
|
|||
Weighted average common shares outstanding used in computing diluted earnings per share
|
68,507
|
|
|
68,549
|
|
|
67,644
|
|
|||
|
|
|
|
|
|
||||||
Basic net (loss) income per share attributable to Brooks Automation, Inc. common stockholders:
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
$
|
(1.01
|
)
|
|
$
|
0.21
|
|
|
$
|
0.02
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.45
|
|
|||
Basic net (loss) income per share attributable to Brooks Automation, Inc.
|
$
|
(1.01
|
)
|
|
$
|
0.21
|
|
|
$
|
0.47
|
|
|
|
|
|
|
|
||||||
Diluted net (loss) income per share attributable to Brooks Automation, Inc. common stockholders:
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
$
|
(1.01
|
)
|
|
$
|
0.21
|
|
|
$
|
0.02
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.44
|
|
|||
Diluted net (loss) income per share attributable to Brooks Automation, Inc. common stockholders
|
$
|
(1.01
|
)
|
|
$
|
0.21
|
|
|
$
|
0.46
|
|
|
Brooks Semiconductor Solutions Group
|
|
Brooks
Life Science Systems |
|
Total
|
||||||
Fiscal year ended September 30, 2016:
|
|
|
|
|
|
||||||
Revenue
|
|
|
|
|
|
||||||
Products
|
$
|
375,237
|
|
|
$
|
46,546
|
|
|
$
|
421,783
|
|
Services
|
76,973
|
|
|
61,567
|
|
|
138,540
|
|
|||
Segment revenue
|
$
|
452,210
|
|
|
$
|
108,113
|
|
|
$
|
560,323
|
|
Gross profit
|
$
|
159,018
|
|
|
$
|
39,063
|
|
|
$
|
198,081
|
|
Segment operating income (loss)
|
37,926
|
|
|
(6,451
|
)
|
|
31,476
|
|
|||
Depreciation expense
|
4,788
|
|
|
3,496
|
|
|
8,284
|
|
|||
Assets
|
317,717
|
|
|
247,735
|
|
|
565,452
|
|
|||
Fiscal year ended September 30, 2015:
|
|
|
|
|
|
||||||
Revenue
|
|
|
|
|
|
||||||
Products
|
$
|
406,579
|
|
|
$
|
50,832
|
|
|
$
|
457,411
|
|
Services
|
78,058
|
|
|
17,239
|
|
|
95,297
|
|
|||
Segment revenue
|
$
|
484,637
|
|
|
$
|
68,071
|
|
|
$
|
552,708
|
|
Gross profit
|
$
|
171,379
|
|
|
$
|
17,726
|
|
|
$
|
189,105
|
|
Segment operating income (loss)
|
49,695
|
|
|
(19,580
|
)
|
|
30,115
|
|
|||
Depreciation expense
|
4,312
|
|
|
1,295
|
|
|
5,607
|
|
|||
Assets
|
317,069
|
|
|
110,910
|
|
|
427,979
|
|
|||
Fiscal year ended September 30, 2014:
|
|
|
|
|
|
||||||
Revenue
|
|
|
|
|
|
||||||
Products
|
$
|
340,617
|
|
|
$
|
46,415
|
|
|
$
|
387,032
|
|
Services
|
79,083
|
|
|
16,733
|
|
|
95,816
|
|
|||
Segment revenue
|
$
|
419,700
|
|
|
$
|
63,148
|
|
|
$
|
482,848
|
|
Gross profit
|
$
|
143,914
|
|
|
$
|
23,423
|
|
|
$
|
167,337
|
|
Segment operating income (loss)
|
23,287
|
|
|
(8,431
|
)
|
|
14,856
|
|
|||
Depreciation expense
|
10,677
|
|
|
2,022
|
|
|
12,699
|
|
|||
Assets
|
311,622
|
|
|
103,498
|
|
|
415,120
|
|
|
As of and for the Year Ended
September 30, |
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Segment operating income (loss)
|
$
|
31,476
|
|
|
$
|
30,115
|
|
|
$
|
14,856
|
|
Other unallocated corporate expenses
|
4,400
|
|
|
856
|
|
|
5,096
|
|
|||
Amortization of acquired intangible assets
|
10,799
|
|
|
7,656
|
|
|
6,170
|
|
|||
Restructuring and other charges
|
12,039
|
|
|
4,713
|
|
|
6,289
|
|
|||
Total operating income (loss)
|
$
|
4,238
|
|
|
$
|
16,890
|
|
|
$
|
(2,699
|
)
|
Segment assets
|
$
|
565,452
|
|
|
$
|
427,979
|
|
Cash, cash equivalents and marketable securities
|
91,221
|
|
|
214,030
|
|
||
Deferred tax assets
|
1,982
|
|
|
89,007
|
|
||
Assets held for sale
|
—
|
|
|
2,900
|
|
||
Equity method investments
|
27,250
|
|
|
24,286
|
|
||
Other unallocated corporate net assets
|
—
|
|
|
500
|
|
||
Total assets
|
$
|
685,905
|
|
|
$
|
758,702
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
North America
|
$
|
209,727
|
|
|
$
|
199,103
|
|
|
$
|
174,343
|
|
Asia / Pacific/ Other
|
247,241
|
|
|
231,840
|
|
|
198,695
|
|
|||
Europe:
|
|
|
|
|
|
||||||
United Kingdom
|
$
|
36,611
|
|
|
$
|
32,160
|
|
|
$
|
27,078
|
|
Rest of Europe
|
$
|
66,744
|
|
|
$
|
89,605
|
|
|
$
|
82,732
|
|
|
$
|
560,323
|
|
|
$
|
552,708
|
|
|
$
|
482,848
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
September 30,
2016 |
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
143
|
|
|
$
|
98
|
|
|
$
|
45
|
|
|
$
|
—
|
|
Available-for-sale securities
|
|
6,135
|
|
|
—
|
|
|
6,135
|
|
|
—
|
|
||||
Foreign exchange contracts
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Convertible debt securities
|
|
5,774
|
|
|
—
|
|
|
—
|
|
|
5,774
|
|
||||
Stock warrant
|
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
||||
Total Assets
|
|
$
|
12,102
|
|
|
$
|
98
|
|
|
$
|
6,185
|
|
|
$
|
5,819
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500
|
|
Foreign exchange contracts
|
|
97
|
|
|
—
|
|
|
97
|
|
|
—
|
|
||||
Total Liabilities
|
|
$
|
597
|
|
|
$
|
—
|
|
|
$
|
97
|
|
|
$
|
500
|
|
|
|
|
|
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 warrant
|
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||
Total Assets
|
|
$
|
150,421
|
|
|
$
|
10,133
|
|
|
$
|
134,892
|
|
|
$
|
5,396
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
|
$
|
811
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
811
|
|
Foreign exchange contracts
|
|
36
|
|
|
—
|
|
|
36
|
|
|
—
|
|
||||
|
|
$
|
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
|
|
437
|
|
|
(14
|
)
|
|
(311
|
)
|
112
|
|
||||
Balance at September 30, 2016
|
|
$
|
5,774
|
|
|
$
|
45
|
|
|
$
|
500
|
|
$
|
6,319
|
|
Year Ended September 30,
|
|
Gross Payments
|
|
Scheduled Sublease Payments
|
|
Net Payments
|
||||||
2017
|
|
$
|
3,390
|
|
|
$
|
54
|
|
|
$
|
3,336
|
|
2018
|
|
2,118
|
|
|
54
|
|
|
2,064
|
|
|||
2019
|
|
926
|
|
|
9
|
|
|
917
|
|
|||
2020
|
|
104
|
|
|
—
|
|
|
104
|
|
|||
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Thereafter
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
6,538
|
|
|
$
|
117
|
|
|
$
|
6,421
|
|
Item 9.
|
Changes In and Disagreements With Accountants on Financial Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
•
|
Consolidated Financial Statements of the Company and the related notes are included under Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.
|
•
|
Consolidated Financial Statements of ULVAC Cryogenics, Inc. as of as of June 30, 2016 and 2015 and the related notes are filed as Exhibit 99.2 hereto and incorporated herein by reference in this Form 10-K pursuant to Rule 3-09 of Regulation S-X.
|
•
|
Other financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the supplementary Consolidated Financial Statements or notes thereto.
|
Exhibit
No.
|
|
Description
|
|
|
|
3.01
|
|
Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.01 to the Company’s registration statement on Form S-3 (Reg. No. 333-189582), filed on June 25, 2013).
|
|
|
|
3.02
|
|
Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.01 of the Company's current report on Form 8-K, filed on February 11, 2008).
|
|
|
|
4.01
|
|
Specimen Certificate for shares of the Company's common stock (incorporated herein by reference to the Company's registration statement on Form S-3 (Reg. No. 333-88320), filed on May 15, 2002).
|
|
|
|
10.01
|
|
U.S. Robot Supply Agreement, made as of June 30, 2006, by and between Brooks Automation, Inc. and Yaskawa Electric Corporation (incorporated herein by reference to Exhibit 10.02 to the 2010 10-K).
|
|
|
|
10.02
|
|
Basic agreement between the Company and Ulvac Corporation dated August 17, 1981 (incorporated herein by reference to Exhibit 10.13 of the registration statement on Form S-2 (Reg. No. 2-84880) filed by Helix Technology Corporation).
|
|
|
|
10.03
|
|
Form of Indemnification Agreement for directors and officers of the Company (incorporated herein by reference to the Company's registration statement on Form S-1 (Reg. No. 333-87296), filed on December 13, 1994 (the “Brooks S-1”)).
|
|
|
|
10.04
|
|
Employment Agreement, effective as of April 5, 2010, by and between Brooks Automation, Inc. and Stephen S. Schwartz (incorporated herein by reference to Exhibit 10.01 to the Company's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2010, filed on May 6, 2010).
|
|
|
|
10.05
|
|
Offer letter dated December 1, 2011 between the Company and Mark D. Morelli (incorporated herein by reference to Exhibit 10.08 to the Company's annual report on Form 10-K for the fiscal year ended September 30, 2012, as filed on November 21, 2012 (the “2012 10-K”)).
|
|
|
|
10.06
|
|
Letter Agreement dated June 4, 2015 between Brooks Automation, Inc. and Mark D. Morelli (incorporated herein by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on June 9, 2015).
|
|
|
|
10.08
|
|
Separation Agreement dated April 5, 2016 between Brooks Automation, Inc. and Mark D. Morelli (incorporated herein by reference to Exhibit 10.01 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2016, filed on July 28, 2016).
|
|
|
|
10.09
|
|
Offer letter dated September 5, 2013 between the Company and Lindon G. Robertson (incorporated herein by reference to Exhibit 10.11 to the Company's 2013 10-K, filed on November 22, 2013).
|
|
|
|
10.10
|
|
Letter Agreement dated June 4, 2015 between Brooks Automation, Inc. and Lindon G. Robertson (incorporated herein by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on June 9, 2015).
|
|
|
|
10.11
|
|
Offer Letter dated September 27, 2014, as revised, between the Company and Maurice Tenney, III (incorporated herein by reference to Exhibit 10.01 to the Company's quarterly report on Form 10-Q for the quarter ended December 31, 2015, filed on February 3, 2016).
|
|
|
|
10.12
|
|
Amended Offer Letter dated June 4, 2015, between the Company and Maurice Tenney, III (incorporated herein by reference to Exhibit 10.02 to the Company's quarterly report on Form 10-Q for the quarter ended December 31, 2015, filed on February 3, 2016).
|
|
|
|
10.13
|
|
Offer Letter dated June 12, 2014 between the Company and David C. Gray (incorporated herein by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended December 31, 2014, filed on February 5, 2015).
|
|
|
|
10.14
|
|
Form of Non-competition Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on June 9, 2015).
|
|
|
|
10.15
|
|
Form of Change in Control Agreement (incorporated herein by reference to Exhibit 10.2 to the Company's current report on Form 8-K, filed on June 9, 2015).
|
|
|
|
10.16
|
|
1995 Employee Stock Purchase Plan, as amended
|
|
|
|
10.17
|
|
Second Amended and Restated 2000 Equity Incentive Plan, restated as of May 7, 2013 (incorporated herein by reference to Exhibit 10.01 to the Company's current report on Form 8-K, filed on May 9, 2013).
|
|
|
|
10.17
|
|
Form of 2000 Equity Incentive Plan New Employee Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.18 to the 2010 10-K).
|
|
|
|
10.18
|
|
Form of 2000 Equity Incentive Plan Existing Employee Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.19 to the 2010 10-K).
|
|
|
|
10.19
|
|
Form of 2000 Equity Incentive Plan Director Stock Option Agreement (incorporated herein by reference to Exhibit 10.20 to the 2010 10-K).
|
|
|
|
10.20
|
|
2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on February 5, 2015).
|
|
|
|
10.21
|
|
Form of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.21 to the 2010 10-K).
|
|
|
|
10.22
|
|
Form of Restricted Stock Unit Award Notice (incorporated herein by reference to Exhibit 10.18 to the Company's annual report on Form 10-K for the fiscal year ended September 30, 2011, as filed on November 28, 2011 (the “2011 10-K”)) .
|
|
|
|
10.23
|
|
Executive Performance-Based Variable Compensation Plan (incorporated herein by reference to Exhibit 10.01 to the Company’s current report on Form 8-K, filed on January 29, 2016).
|
|
|
|
10.24
|
|
Non-Employee Directors Stock Grant/Restricted Stock Unit Election Form (incorporated herein by reference to Exhibit 10.40 to the 2010 10-K).
|
|
|
|
10.25
|
|
Brooks Automation, Inc. Deferred Compensation Plan, as amended (incorporated herein by reference to Exhibit 10.25 to the 2010 10-K).
|
|
|
|
10.26
|
|
Amendment No. 2008-01 to the Brooks Automation, Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.01 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2008, filed on August 8, 2008).
|
|
|
|
10.27
|
|
Lease, dated May 14, 1999, between MUM IV, LLC as Lessor and the Company as Lessee (incorporated herein by reference to Exhibit 10.30 to the 2010 10-K).
|
|
|
|
10.28
|
|
Credit Agreement by and among Brooks Automation, Inc., Wells Fargo Bank, National Association and the Lenders parties thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2016 filed on July 28, 2016).
|
|
|
|
10.29
|
|
Guaranty and Security Agreement by and among Wells Fargo Bank, National Association and the Grantors and members of the Lender Group parties thereto (incorporated herein by reference to Exhibit 10.3 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2016 filed on July 28, 2016).
|
|
|
|
21.01
|
|
Subsidiaries of the Company.
|
|
|
|
23.01
|
|
Consent of PricewaterhouseCoopers LLP
|
|
|
|
23.02
|
|
Consent of BDO USA, LLP
|
|
|
|
31.01
|
|
Certification of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.02
|
|
Certification of the Company's Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32
|
|
Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following material from the Company's Annual Report on Form 10-K, for the year ended September 30, 2016, formatted in XBRL (Xtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive (Loss) Income; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Changes in Equity; and (vi) the Notes to Consolidated Financial Statements.
|
|
|
|
99.1
|
|
Report of Independent Auditors of ULVAC Cryogenics, Inc.
|
|
|
|
99.2
|
|
Consolidated Financial Statements of ULVAC Cryogenics, Inc. as of June 30, 2016 and 2015 and July 1, 2014 (the date of transition) and for each of the periods ended June 30, 2016 and 2015.
|
BROOKS AUTOMATION, INC.
|
|
|
|
By:
|
/
S
/ S
TEPHEN
S. S
CHWARTZ
|
|
Stephen S. Schwartz
Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/
S
/ S
TEPHEN
S. S
CHWARTZ
|
Director and Chief Executive Officer
|
November 29, 2016
|
Stephen S. Schwartz
|
(Principal Executive Officer)
|
|
|
|
|
/S/
L
INDON
G
.
R
OBERTSON
|
Executive Vice President and
|
November 29, 2016
|
Lindon G. Robertson
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
/S/
D
AVID
P
IETRANTONI
|
Vice President - Finance and
|
November 29, 2016
|
David Pietrantoni
|
Corporate Controller
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
/
S
/ A. C
LINTON
A
LLEN
|
Director
|
November 29, 2016
|
A. Clinton Allen
|
|
|
|
|
|
/S/
R
OBYN
C.
D
AVIS
|
Director
|
November 29, 2016
|
Robyn C. Davis
|
|
|
|
|
|
/
S
/ J
OSEPH
R. M
ARTIN
|
Director
|
November 29, 2016
|
Joseph R. Martin
|
|
|
|
|
|
/
S
/ J
OHN
K. M
C
G
ILLICUDDY
|
Director
|
November 29, 2016
|
John K. McGillicuddy
|
|
|
|
|
|
/
S
/ K
RISHNA
G. P
ALEPU
|
Director
|
November 29, 2016
|
Krishna G. Palepu
|
|
|
|
|
|
/
S
/ K
IRK
P. P
OND
|
Director
|
November 29, 2016
|
Kirk P. Pond
|
|
|
|
|
|
/
S
/ A
LFRED
W
OOLLACOTT
III
|
Director
|
November 29, 2016
|
Alfred Woollacott III
|
|
|
|
|
|
/
S
/ M
ARK
S. W
RIGHTON
|
Director
|
November 29, 2016
|
Mark S. Wrighton
|
|
|
|
|
|
/
S
/ E
LLEN
M. Z
ANE
|
Director
|
November 29, 2016
|
Ellen M. Zane
|
|
|
1 Year Brooks Automation Chart |
1 Month Brooks Automation Chart |
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