Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - Brooks Automation, Inc. | b88351exv99w1.htm |
EX-23.1 - EX-23.1 - Brooks Automation, Inc. | b88351exv23w1.htm |
EX-99.2 - EX-99.2 - Brooks Automation, Inc. | b88351exv99w2.htm |
8-K/A - FORM 8-K/A - Brooks Automation, Inc. | b88351e8vkza.htm |
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The unaudited pro forma condensed combined financial information is based on the assumptions set
forth in the notes to such information. The unaudited pro forma adjustments made in the
compilation of the unaudited pro forma financial information are based upon available information
and assumptions that the Company considers to be reasonable, and have been made solely for purposes
of developing such unaudited pro forma financial information for illustrative purposes in
compliance with the disclosure requirements of the Securities and Exchange Commission (SEC).
These unaudited pro forma condensed combined financial information is presented for illustrative
purposes only and is not necessarily indicative of the financial position or operating results that
would have been achieved had the Agreement been consummated as of the date indicated or of the
results that may be obtained in the future. These unaudited pro forma condensed combined financial
information and the accompanying notes should be read together with (1) the Companys audited
consolidated financial statements and accompanying notes, as of and for the fiscal year ended
September 30, 2010, and Managements Discussion and Analysis of Financial Condition and Results of
Operations included in the Companys Annual Report on Form 10-K for the fiscal year ended September
30, 2010, which was filed with the SEC on November 23, 2010 and (2) the Companys unaudited
condensed consolidated financial statements and accompanying notes as of and for the nine months
ended June 30, 2011 and Managements Discussion and Analysis of Financial Condition and Results of
Operations included in the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2011, which was filed with the SEC on August 4, 2011, and the Nexus audited and unaudited
financial statements included in this report.
The actual operating results for Nexus will be consolidated with the Companys operating results
for all periods subsequent to the acquisition date of July 25, 2011.
The unaudited pro forma condensed combined statements of operations included herein do not reflect
any potential cost savings or other operating efficiencies that should result from the integration
of the companies.
The unaudited pro forma condensed combined statements of operations of Brooks for the nine months
ended June 30, 2011 and twelve months ended September 30, 2010 and Nexus for the nine months ended
June 30, 2011 and the twelve months ended December 31, 2010 gives effect to the acquisition of
Nexus by Brooks as if it had occurred effective October 1, 2009. The operating results for the
twelve month periods included different fiscal year ends, which may be combined in accordance with
Securities and Exchange Commission guidance contained within Regulation S-X, since the fiscal year
ends are within 93 days of each other.
The unaudited pro forma condensed combined balance sheet of Brooks and Nexus at June 30, 2011 gives
effect to the acquisition of Nexus by Brooks as if it had occurred effective June 30, 2011.
2
Brooks Automation, Inc.
Unaudited Pro Forma Condensed Combined Statements of Operations
Unaudited Pro Forma Condensed Combined Statements of Operations
Brooks | Nexus | ||||||||||||||
year ended | year ended | ||||||||||||||
September 30, | December 31, | Pro Forma | Pro Forma | ||||||||||||
In thousands, except per share data | 2010 | 2010 | Adjustments | Combined | |||||||||||
Revenues |
$ | 592,972 | $ | 32,156 | $ | | $ | 625,128 | |||||||
Cost of revenues |
426,677 | 16,310 | 1,057 | )(a,b) | 444,044 | ||||||||||
Gross profit |
166,295 | 15,846 | (1,057 | 181,084 | |||||||||||
Operating expenses |
|||||||||||||||
Research and development |
31,162 | 5,153 | | 36,315 | |||||||||||
Selling, general and administrative |
85,597 | 6,871 | 2,585 | (a) | 95,053 | ||||||||||
Restructuring charges |
2,529 | | | 2,529 | |||||||||||
Total operating expenses |
119,288 | 12,024 | 2,585 | 133,897 | |||||||||||
Operating income |
47,007 | 3,822 | (3,642 | ) | 47,187 | ||||||||||
Interest income (expense), net |
1,041 | (517 | ) | 531 | (d) | 1,055 | |||||||||
Other income, net |
8,016 | 11,549 | | 19,565 | |||||||||||
Income before income taxes and equity in earnings of joint ventures |
56,064 | 14,854 | (3,111 | ) | 67,807 | ||||||||||
Income tax provision (benefit) |
(2,746 | ) | 667 | (147 | )(e) | (2,226 | ) | ||||||||
Income before equity in earnings of joint ventures |
58,810 | 14,187 | (2,964 | ) | 70,033 | ||||||||||
Equity in earnings of joint ventures |
215 | | | 215 | |||||||||||
Net income |
$ | 59,025 | $ | 14,187 | $ | (2,964 | ) | $ | 70,248 | ||||||
Add: Net income attributable to noncontrolling interests |
(43 | ) | | | (43 | ) | |||||||||
Net income attributable to Brooks Automation, Inc. |
$ | 58,982 | $ | 14,187 | $ | (2,964 | ) | $ | 70,205 | ||||||
Basic net income per share attributable to Brooks Automation, Inc.
common stockholders |
$ | 0.92 | $ | 1.10 | |||||||||||
Diluted net income per share attributable to Brooks Automation,
Inc. common stockholders |
$ | 0.92 | $ | 1.09 | |||||||||||
Shares used in computing earnings per share |
|||||||||||||||
Basic |
63,777 | 63,777 | |||||||||||||
Diluted |
64,174 | 64,174 |
See Notes to Pro Forma Condensed Consolidated Financial Information.
3
Brooks Automation, Inc.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
Unaudited Pro Forma Condensed Consolidated Statements of Operations
Brooks | Nexus | Nexus | ||||||||||||||||||
nine months | three months | six months | Nine months | |||||||||||||||||
ended | ended | ended | ended | |||||||||||||||||
June 30, | December 31, | June 30, | Pro Forma | June 30, 2011 | ||||||||||||||||
In thousands, except per share data | 2011 | 2010 | 2011 | Adjustments | Combined | |||||||||||||||
Revenues |
$ | 557,154 | $ | 15,004 | $ | 14,073 | $ | $ | 586,231 | |||||||||||
Cost of revenues |
381,191 | 6,569 | 9,918 | 793 | (a,b) | 398,471 | ||||||||||||||
Gross profit |
175,963 | 8,435 | 4,155 | (793 | ) | 187,760 | ||||||||||||||
Operating expenses |
||||||||||||||||||||
Research and development |
28,365 | 1,880 | 3,447 | | 33,692 | |||||||||||||||
Selling, general and administrative |
74,399 | 2,558 | 5,902 | 1,094 | (a,c) | 83,953 | ||||||||||||||
Restructuring charges |
557 | | | | 557 | |||||||||||||||
Total operating expenses |
103,321 | 4,438 | 9,349 | 1,094 | 118,202 | |||||||||||||||
Operating income |
72,642 | 3,997 | (5,194 | ) | (1,887 | ) | 69,558 | |||||||||||||
Interest income (expense), net |
847 | (279 | ) | (537) | 823 | (d) | 854 | |||||||||||||
Other income, net |
46,494 | 224 | 533 | | 47,251 | |||||||||||||||
Income before income taxes and equity in earnings of joint
ventures |
119,983 | 3,942 | (5,198 | ) | (1,064 | ) | 117,663 | |||||||||||||
Income tax provision (benefit) |
5,323 | 589 | (972 | ) | (111 | )(e) | 4,829 | |||||||||||||
Income before equity in earnings of joint ventures |
114,660 | 3,353 | (4,226 | ) | (953 | ) | 112,834 | |||||||||||||
Equity in earnings of joint ventures |
1,618 | | | | 1,618 | |||||||||||||||
Net income |
$ | 116,278 | $ | 3,353 | $ | (4,226 | ) | $ | (953 | ) | $ | 114,452 | ||||||||
Add: Net income attributable to noncontrolling interests |
(24 | ) | | | | (24 | ) | |||||||||||||
Net income attributable to Brooks Automation, Inc. |
$ | 116,254 | $ | 3,353 | $ | (4,226 | ) | $ | (953 | ) | $ | 114,428 | ||||||||
Basic net income per share attributable to Brooks
Automation, Inc. common stockholders |
$ | 1.80 | $ | 1.77 | ||||||||||||||||
Diluted net income per share attributable to Brooks
Automation, Inc. common stockholders |
$ | 1.79 | $ | 1.76 | ||||||||||||||||
Shares used in computing earnings per share |
||||||||||||||||||||
Basic |
64,481 | 64,481 | ||||||||||||||||||
Diluted |
64,941 | 64,941 |
See Notes to Pro Forma Condensed Consolidated Financial Statements.
4
Brooks Automation, Inc.
Pro Forma Condensed Combined Balance Sheet
(Unaudited)
As of June 30, 2011
Pro Forma Condensed Combined Balance Sheet
(Unaudited)
As of June 30, 2011
Transaction | ||||||||||||||||
and Pro | ||||||||||||||||
Brooks | Nexus | Forma | Pro Forma | |||||||||||||
In thousands | June 30, 2011 | June 30, 2011 | Adjustments | Combined | ||||||||||||
Assets |
||||||||||||||||
Current assets |
||||||||||||||||
Cash and cash equivalents |
$ | 133,115 | $ | 6,926 | $ | (91,758 | )(f) | $ | 48,283 | |||||||
Restricted cash |
760 | 871 | | 1,631 | ||||||||||||
Marketable securities |
64,804 | | | 64,804 | ||||||||||||
Accounts receivable, net |
82,547 | 4,869 | | 87,416 | ||||||||||||
Inventories, net |
93,525 | 7,657 | 869 | (g) | 102,051 | |||||||||||
Prepaid expenses and other current assets |
10,179 | 3,520 | | 13,699 | ||||||||||||
Total current assets |
384,930 | 23,843 | (90,889 | ) | 317,884 | |||||||||||
Property, plant and equipment, net |
58,270 | 11,607 | 788 | (h) | 70,665 | |||||||||||
Long-term marketable securities |
83,686 | | | 83,686 | ||||||||||||
Goodwill |
51,694 | | 32,349 | (i) | 84,043 | |||||||||||
Intangible assets, net |
10,395 | 8,477 | 28,623 | (i) | 47,495 | |||||||||||
Equity investment in joint ventures |
34,747 | | | 34,747 | ||||||||||||
Deferred financing costs, net |
| 265 | (265 | )(j) | | |||||||||||
Other assets |
2,637 | | | 2,637 | ||||||||||||
Total assets |
$ | 626,359 | $ | 44,192 | $ | (29,394 | ) | $ | 641,157 | |||||||
Liabilities and equity |
||||||||||||||||
Current liabilities |
||||||||||||||||
Accounts payable |
$ | 45,177 | $ | 1,618 | $ | (781 | )(f) | $ | 46,014 | |||||||
Customer deposits |
| 1,486 | | 1,486 | ||||||||||||
Deferred revenue |
7,640 | 3,639 | | 11,279 | ||||||||||||
Accrued expenses and other |
37,339 | 5,188 | (22 | )(j) | 42,505 | |||||||||||
Current portion of long-term debt |
| 2,000 | (2,000 | )(j) | | |||||||||||
Total current liabilities |
90,156 | 13,931 | (2,803 | ) | 101,284 | |||||||||||
Long-term debt |
| 2,500 | (2,500 | )(j) | | |||||||||||
Convertible stockholder notes |
| 2,643 | (2,643 | )(j) | | |||||||||||
Income tax liabilities |
13,223 | 650 | 1,969 | (k) | 15,842 | |||||||||||
Long-term pension liability |
5,728 | 1,051 | | 6,779 | ||||||||||||
Other |
3,280 | 5,480 | (5,480 | )(l) | 3,280 | |||||||||||
Total liabilities |
112,387 | 26,255 | (11,457 | ) | 127,185 | |||||||||||
Equity |
513,972 | 17,937 | (17,937 | ) | 513,972 | |||||||||||
Total liabilities and equity |
$ | 626,359 | $ | 44,192 | $ | (29,394 | ) | $ | 641,157 | |||||||
See Notes to Pro Forma Condensed Consolidated Financial Statements.
5
Brooks Automation, Inc.
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
1. Summary of Transaction
On July 25, 2011, Brooks Automation, Inc. (Brooks or the Company) acquired Nexus Biosystems,
Inc. (Nexus), a U.S. based provider of automated sample management systems and consumables to the
life sciences markets, specifically biobanking and compound sample management.
Nexus major operations are based in California, with significant engineering, sales and service
activities based in Switzerland, and sales and service locations in Germany and Japan. The
functional currency of Nexus Switzerland operation is the Swiss franc, the functional currency of
the Germany operation is the euro and the functional currency of the Japanese operation is the
Japanese yen.
The following table summarizes the components of the purchase price, assuming the transaction had
closed on June 30, 2011 (in thousands):
Cash acquired |
$ | (6,926 | ) | |
Transactions costs incurred by Nexus, reimbursed by Brooks |
(781 | ) | ||
Cash consideration paid |
91,758 | |||
$ | 84,051 | |||
The following table summarizes the preliminary allocation of the purchase price, assuming the
transaction closed on June 30, 2011 (in thousands):
Restricted cash |
$ | 871 | ||
Accounts receivable |
4,869 | |||
Inventories |
8,526 | |||
Other current assets |
3,520 | |||
Property, plant & equipment |
12,395 | |||
Goodwill |
32,349 | |||
Identifiable intangible assets |
37,100 | |||
Accounts payable and accrued expenses |
(6,784 | ) | ||
Customer deposits and deferred revenue |
(5,125 | ) | ||
Long-term liabilities |
(3,670 | ) | ||
$ | 84,051 | |||
2. Intangible Assets
Based on the preliminary allocation of the purchase price, the following amounts have been
allocated to identifiable intangible assets (in thousands):
Completed technology |
$ | 6,000 | ||
Customer relationships systems |
7,300 | |||
Customer relationships consumables and service |
23,700 | |||
Trade name |
100 | |||
$ | 37,100 | |||
The estimated fair value attributed to the completed technologies was determined based upon a
discounted cash flow forecast utilizing the relief from royalty method. The royalty rate was
determined to be 6% based on a review of comparable royalty arrangements. Cash flows were
discounted at a rate of 17%. The estimated fair value of the completed technologies is expected to
be amortized over a period of 6 years on a straight-line basis, which we preliminarily assume
approximates the pattern in which the economic benefits of the completed technologies are expected
to be realized.
The estimated fair value attributed to the customer relationships was determined based upon a
discounted forecast of estimated net future cash flows to be generated from the relationships
discounted at a rate of 17% 18%. The estimated fair value of customer relationships for
systems is expected to be amortized over a period of 6 years, while the estimated fair value of
customer relationships for consumables and service are expected to be amortized over a period of 13
years. The amortization is expected to be amortized on a straight-line basis, which we
preliminarily assume approximates the pattern in which the economic benefits of the customer
relationships are expected to be realized.
6
The estimated fair value of the trade name will be amortized over 2 years on a straight-line basis,
which approximates the pattern in which the economic benefits of the trade names will be realized.
Based on the purchase price allocation, which was prepared as if the acquisition was completed on
June 30, 2011, the amount of the purchase price allocated to goodwill is estimated to be $32.3
million. Goodwill represents the excess of the purchase price over the fair values of the net
tangible and intangible assets acquired. Goodwill will not be amortized, but will be tested at
least annually for impairment, and is not deductible for income tax purposes.
3. Pro Forma Adjustments
The pro forma adjustments in the unaudited pro forma condensed combined financial information are
as follows:
Unaudited Pro Forma Condensed Combined Statement of Operations:
(a) | To reflect amortization expense related to the acquired intangible assets, calculated over the estimated useful lives on a straight-line basis (See Note 2 Intangible Assets), less related amortization expense previously recorded on the financial statements of Nexus. The increase to amortization expense included in cost of revenues for the 2010 fiscal year and for the nine months ended June 30, 2011 was $1.0 million and $0.8 million, respectively. The increase to amortization expense included in selling, general and administrative costs for the 2010 fiscal year and for the nine months ended June 30, 2011 was $2.6 million and $1.7 million, respectively. | |
(b) | Includes increased depreciation expense of $57,000 and $43,000 for the year ended September 30, 2010 and the nine months ended June 30, 2011, respectively, due to the increase in value of acquired real estate. | |
(c) | Costs related to the transaction of $0.6 million have been eliminated, and include primarily outside legal fees incurred by both Nexus and Brooks. | |
(d) | Reflects the elimination of interest expense on Nexus indebtedness that was repaid in full upon the closing of the acquisition. | |
(e) | Reflects the adjustment to the Companys income tax expense resulting from the pro forma impact of the transaction. The U.S. deferred tax assets of Nexus as of September 30, 2010 and June 30, 2011 had a full valuation allowance, as such the tax rate differs from the statutory rate due to utilization of net operating losses in the U.S. |
Unaudited Pro Forma Condensed Combined Balance Sheet:
(f) | Reflects the gross consideration paid by Brooks to Nexus of $91.8 million, which includes the direct payment by Brooks of $0.8 million of transactions costs incurred by Nexus. | |
(g) | Nexus finished goods and work-in-process has been valued at estimated selling price less the costs of disposal and a reasonable profit allowance for the related selling effort; these values are estimated to exceed Nexus historical cost by approximately $0.9 million. This value will be recorded as an increase to the carrying value of inventory, and then will be recorded as a component of cost of goods sold as the underlying inventory is sold. Cost of goods sold was not adjusted in the unaudited pro forma condensed combined statements of operations due to the non-recurring nature of this adjustment as inventory turns in less than one year. | |
(h) | Reflects the adjustment to record certain real estate at fair value. | |
(i) | Reflects the estimated fair values of intangibles based on the preliminary allocation of the purchase price. See Note 2 Intangible Assets. | |
(j) | At closing, a portion of the aggregate consideration was used to settle certain liabilities including $4.5 million of outstanding borrowings under a term loan, all convertible stockholder notes and accrued interest of $22,000. In connection with the repayment of indebtedness, all deferred financing costs were expensed. | |
(k) | Includes a $2.0 million increase in estimated deferred income liabilities associated with the intangible assets allocated to the Switzerland subsidiary of Nexus. This liability will decrease as the underlying intangible assets are amortized. | |
(l) | Nexus consolidated balance sheet includes a long-term liability for contingent consideration related to the acquisition of Nexus AG (formerly Remp AG). This liability was $4.7 million on the Nexus balance sheet as of June 30, 2011. The contingent consideration was based on future revenues of Nexus AG. In connection with the acquisition of Nexus by Brooks, this liability was settled in full for $6.0 million. The pro forma adjustment of $5.5 million includes the contingent consideration liability balance as of June 30, 2011, and $0.8 million of other liabilities, including stock warrants, that were also settled as part of the closing. |
7