SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 5, 2001
Brooks Automation, Inc.
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(Exact Name Of Registrant As Specified In Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-25434 04-3040660
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(Commission File Number) (I.R.S. Employer Identification No.)
15 Elizabeth Drive, Chelmsford, Massachusetts 01824
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(Address of Principal Executive Offices) (Zip Code)
(978) 262-2400
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5 OTHER EVENTS
On October 5, 2001, Brooks Automation, Inc. acquired substantially
all of the assets of General Precision, Inc. ("GPI" or the "Company"), in
exchange for 850,000 shares of our Common Stock, subject to adjustment based
upon calculation of the net book value of the assets on the closing date. GPI is
a leading supplier of high-end environmental solutions for the semiconductor
industry.
This Current Report on Form 8-K provides unaudited supplemental
financial information of GPI as follows:
(1) Balance Sheets as of September 30, 2001 and December 31, 2000;
(2) Statements of Operations for the nine months ended September
30, 2001 and September 30, 2000;
(3) Statements of Cash Flows for the nine months ended September
30, 2001 and September 30, 2000; and
(4) Notes to the Financial Statements.
GENERAL PRECISION, INC.
BALANCE SHEET (UNAUDITED)
September 30, December 31,
2001 2000
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ASSETS
Current assets:
Cash and cash equivalents $ 5,669,999 $ 6,569,629
Accounts receivable, net of allowance for doubtful accounts
of $193,242 and $260,899 at September 30, 2001 and
December 31, 2000, respectively 1,774,024 3,275,043
Inventories 3,886,516 2,762,163
Prepaids and other current assets 66,029 34,320
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Total current assets 11,396,568 12,641,155
Property and equipment, net 1,655,624 1,622,014
Other assets 7,800 7,800
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Total assets $13,059,992 $14,270,969
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LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 672,459 $ 782,835
Deferred revenue 767,657 237,471
Capital lease obligations, current portion 119,370 148,303
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Total current liabilities 1,559,486 1,168,609
Capital lease obligations, net of current portion 30,421 105,647
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Total liabilities 1,589,907 1,274,256
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Shareholder's equity:
Common stock; no par value; 1,000,000 shares authorized;
100,000 shares issued and outstanding 100,000 100,000
Retained earnings 11,370,085 12,896,713
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Total shareholder's equity 11,470,085 12,996,713
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Total liabilities and shareholder's equity $13,059,992 $14,270,969
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GENERAL PRECISION, INC.
STATEMENT OF OPERATIONS (UNAUDITED)
For the nine-months ended
September 30, 2001 September 30, 2000
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Net revenues $10,045,767 $14,840,396
Cost of revenues 5,604,916 8,419,138
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Gross profit 4,440,851 6,421,258
Operating expenses:
Sales and marketing 359,134 395,675
General and administrative 3,476,488 1,681,648
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Income from operations 605,229 4,343,935
Interest income 126,250 140,871
Interest expense (13,665) (22,892)
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Income before provision for taxes 717,814 4,461,914
Provision for taxes 20,054 66,928
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Net income $ 697,760 $ 4,394,986
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GENERAL PRECISION, INC.
STATEMENT OF CASH FLOWS (UNAUDITED)
For the nine-months ended
September 30, September 30,
2001 2000
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Net cash provided by operating activities $ 1,704,184 $ 1,984,160
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Cash flows from investing activities:
Purchase of property and equipment (275,267) (61,298)
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Cash flows from financing activities:
Distributions (2,224,388) (393,101)
Payments under capital lease obligations (104,159) (113,853)
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Net cash used in financing activities (2,328,547) (506,954)
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Increase (decrease) in cash and cash equivalents (899,630) 1,415,908
Cash and cash equivalents, beginning of period 6,569,629 4,614,919
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Cash and cash equivalents, end of period $ 5,669,999 $ 6,030,827
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General Precision, Inc.
Notes to the Financial Statements (unaudited)
1. THE COMPANY AND BASIS OF PRESENTATION
The unaudited financial statements of General Precision, Inc. (the "Company")
included herein have been prepared in accordance with generally accepted
accounting principles. In the opinion of management, all material adjustments
which are of a normal and recurring nature necessary for a fair presentation of
the results for the periods presented have been reflected.
The accompanying financial information should be read in conjunction with the
financial statements for the year ended December 31, 2000 and notes thereto
contained in Brooks Automation, Inc.'s Current Report on Form 8-K/A, filed with
the United States Securities and Exchange Commission on December 7, 2001.
General Precision, Inc. designs, develops and manufactures state-of-the-art
products which provide contamination control, process isolation, wafer handling
and precise temperature/humidity control solutions to support a wide variety of
critical processes and manufacturing applications for the semiconductor,
disc-drive, pharmaceutical and aerospace industries. The Company was
incorporated in California in 1988. All issued and outstanding stock of the
Company is held by a family trust (the "Trust") of which the benefactors are the
president and the chief financial officer of the Company.
On October 5, 2001, Brooks Automation, Inc. acquired substantially all of the
assets of the Company in exchange for 850,000 shares of Brooks Automation's
common stock, subject to adjustment.
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations".
SFAS 141 requires the purchase method of accounting for business combinations
initiated after June 30, 2001 and eliminates the pooling-of-interests method.
The Company does not believe that the adoption of SFAS 141 will have a
significant impact on its financial statements.
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
142 ("SFAS 142"), "Goodwill and Other Intangible Assets", which is effective
January 1, 2002. SFAS 142 requires, among other things, the discontinuance of
goodwill amortization. In addition, the standard includes provisions for the
reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments of goodwill. SFAS 142 also requires companies to complete a
transitional goodwill impairment test six months from the date of adoption. The
Company does not believe the adoption of SFAS 142 will have a significant impact
on its financial statements.
The Company has elected to be taxed under the provisions of the
Subchapter S for federal and state income tax purposes. In accordance
with the federal provisions, corporate earnings flow through and are
taxed solely at the shareholder level. Under the provisions of the
California franchise tax laws, S Corporation earnings are assessed a
1.5% surtax at the corporate level and flow through to the shareholder
to be taxed at the individual level. The provision for taxes in the
accompanying Statement of Operations is for California S corporation
franchise taxes. There are no material deferred tax assets or
liabilities.
2. CONCENTRATIONS AND RISKS
At September 30, 2001, three customers collectively represented 88% of
total trade accounts receivable. At December 31, 2000, four customers
collectively represented 59% of total trade accounts receivable.
For the nine-month period ended September 30, 2001, 2 customers
represented 33% and 32% percent of total revenues, respectively.
For the nine-month period ended September 30, 2000, 3 customers
represented 44%, 24% and 17% percent of total revenues, respectively.
3. INVENTORIES
Inventories consist of the following:
September 30, December 31,
2001 2000
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Raw materials $1,353,194 $1,166,292
Work in process 1,054,430 1,595,871
Finished goods 1,478,892 -
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$3,886,516 $2,762,163
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4. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
September 30, December 31,
2001 2000
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Machinery and equipment $ 884,533 $ 687,739
Office furniture and equipment 196,028 193,598
Computer equipment and software 212,997 198,689
Leasehold improvements 1,168,457 1,168,457
Autos and trucks 21,057 163,256
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2,483,072 2,411,739
Less, accumulated depreciation and
amortization, including amounts related to
equipment under capital leases of $220,990
and $135,600 at September 30, 2001 and
December 31, 2000, respectively. (827,448) (789,725)
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Total $1,655,624 $1,622,014
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Property and equipment under capital leases as of September 30, 2001
and December 31, 2000 comprised of $387,536 of machinery and equipment,
$86,773 of computer equipment and $23,940 of office furniture and
equipment.
5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
September 30, December 31,
2001 2000
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Accounts payable $347,558 $141,865
Professional fees - 150,000
Accrued payroll and vacation 204,919 132,690
Property taxes payable - 67,046
California S-corporation taxes payable 24,396 90,319
401 (K) contribution payable - 150,086
Other 95,586 50,829
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$672,459 $782,835
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6. RELATED PARTY TRANSACTIONS
The president and the chief financial officer are the benefactors of
the Trust, which owns 100% of the outstanding shares of the Company.
Leases
The Company leases one facility from the president and the chief
financial officer of the Company, under an operating lease agreement,
which was due to expire in January 2020. Monthly lease payments under
this lease are $33,200. The president and chief financial officer
financed a portion of the purchase of this facility through a loan
agreement with a bank. The Company acts as guarantor on the loan
between the president and the chief financial officer and the bank. As
of September 30, 2001, the amount outstanding under the loan between
the bank and the president and the chief financial officer was
$2,683,042. As a result of the acquisition of the Company, the
president and chief financial officer entered into a new five-year
lease for the facility with Brooks Automation, Inc.
At various times the Company has also leased additional space in
separate facilities from the president and the chief financial officer.
Payments made under lease obligations to the related party for the nine
months ended September 30, 2001 and 2000 were $530,400 and $404,100,
respectively.
Related Party Receivable
As of September 30, 2001 and December 31, 2000, the Company has a
related party receivable of $20,203 and $6,709, respectively, for
payments made by the Company under a lease agreement entered into on
the behalf of a related party company, where the shareholder of the
Company is also the owner of the related party. Related party
receivable is included in prepaids and other current assets in the
accompanying balance sheet.
Distributions
In the nine-month periods ended September 30, 2001 and 2000, the
Company made distributions to the shareholder of $2,224,388 and
$393,101, respectively. In addition, the Company paid in aggregate
$1,786,000 and $544,000 to the president and the chief financial
officer of the Company for salaries for the nine-month periods ended
September 30, 2001 and 2000, respectively.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 7, 2002 BROOKS AUTOMATION, INC.
By: /s/ Ellen B. Richstone
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Ellen B. Richstone
Senior Vice President of Finance and
Administration and Chief Financial
Officer