<PAGE>
UNITED STATESUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
COMMISSION FILE NUMBER 0-25434
-------
BROOKS AUTOMATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3040660
-------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
15 ELIZABETH DRIVE
CHELMSFORD, MASSACHUSETTS
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
01824
(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (508) 262-2566
_____________________________________________
INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES [X] NO [_]
AS OF JULY 31, 1997, THERE WERE OUTSTANDING 7,675,872 SHARES OF THE
COMPANY'S COMMON STOCK, $.01 PAR VALUE.
THIS REPORT, INCLUDING ALL EXHIBITS AND ATTACHMENTS, CONTAINS 14 PAGES.
Page 1 of 14
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BROOKS AUTOMATION, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
PART 1 FINANCIAL INFORMATION NUMBER
- -------- --------------------- ------
Item 1 Consolidated Financial Statements:
- ------ ----------------------------------
<S> <C> <C>
Consolidated Balance Sheet............................................ 3
Consolidated Statement of Operations................................... 4
Consolidated Statement of Cash Flows................................... 5
Notes to Unaudited Consolidated Financial Statements................... 6-7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................... 8-12
PART II OTHER INFORMATION
- ------- -----------------
Item 6 Exhibits and Reports on Form 8-K....................................... 13
SIGNATURES ....................................................................... 14
</TABLE>
Page 2 of 14
<PAGE>
BROOKS AUTOMATION, INC.
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
1997 1996
(UNAUDITED)
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 1,129 $ 2,102
Accounts receivable, net of allowance for doubtful accounts
of $160 and $100, respectively 24,679 24,381
Inventories 21,028 17,803
Prepaid expenses and other current assets 3,756 1,679
------- -------
Total current assets 50,592 45,965
Fixed assets, net 19,523 16,698
Other assets 3,465 2,098
------- -------
Total assets $73,580 $64,761
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term liabilities $10,850 $ 1,431
Accounts payable 8,906 8,103
Accrued compensation and benefits 2,154 2,719
Accrued expenses and other current liabilities 1,195 1,130
------- -------
Total current liabilities 23,105 13,383
Long-term liabilities 579 687
------- -------
Total liabilities 23,684 14,070
------- -------
Commitments and contingency - -
Stockholders' equity:
Preferred stock, $.01 par value; 1,000,000 shares authorized; none issued
and outstanding - -
Common stock, $.01 par value; 21,500,000 shares authorized;
7,653,315 shares and 7,569,109 shares issued and outstanding, respectively 76 76
Additional paid-in capital 34,682 34,335
Cumulative translation adjustment (97) (174)
Deferred compensation (92) (110)
Retained earnings 15,327 16,564
------- -------
Total stockholders' equity 49,896 50,691
------- -------
Total liabilities and stockholders' equity $73,580 $64,761
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Page 3 of 14
<PAGE>
BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Revenues $55,603 $66,446 $23,059 $25,280
Cost of revenues 38,094 38,478 15,428 14,813
------- ------- ------- -------
Gross profit 17,509 27,968 7,631 10,467
------- ------- ------- -------
Operating expenses:
Research and development 9,722 9,023 3,614 3,288
Selling, general and administrative 8,979 9,183 3,442 3,410
------- ------- ------- -------
Total operating expenses 18,701 18,206 7,056 6,698
------- ------- ------- -------
Income (loss) from operations (1,192) 9,762 575 3,769
Interest expense 415 283 158 89
Interest income 16 312 - 41
------- ------- ------- -------
Income (loss) before income taxes (1,591) 9,791 417 3,721
Income tax provision (benefit) (354) 3,459 150 1,346
------- ------- ------- -------
Net income (loss) $(1,237) $ 6,332 $ 267 $ 2,375
======= ======= ======= =======
Net income (loss) per common share $(.16) $.77 $.03 $.29
======= ======= ======= =======
Weighted average number of common
and common equivalent shares 7,614 8,221 8,439 8,184
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Page 4 of 14
<PAGE>
BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30,
1997 1996
---- ----
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(1,237) $ 6,332
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 3,307 2,156
Changes in operating assets and liabilities:
Accounts receivable (208) (9,016)
Inventories (3,315) (6,335)
Prepaid expenses and other current assets (1,949) (936)
Accounts payable 803 2,852
Accrued compensation and benefits (507) 697
Accrued expenses and other current liabilities 75 47
------- --------
Net cash used in operating activities (3,031) (4,203)
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of fixed assets (5,742) (5,995)
Increase in other assets (1,740) (207)
------- --------
Net cash used in investing activities (7,482) (6,202)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under credit lines 9,430 187
Principal payments on long-term liabilities (315) (357)
Proceeds from issuance of common stock 349 158
Dividends paid - (91)
Purchase and retire treasury stock - (239)
------- --------
Net cash provided (used) by financing activities 9,464 (342)
------- --------
Effects of exchange rate changes on cash and cash equivalents 76 (4)
------- --------
Net decrease in cash and cash equivalents (973) (10,751)
Cash and cash equivalents, beginning of period 2,102 15,594
------- --------
Cash and cash equivalents, end of period $ 1,129 $ 4,843
======= ========
</TABLE>
SUPPLEMENTAL CASH FLOW INFORMATION
During the nine months ended June 30, 1996, the Company acquired $583 of fixed
assets under capital leases.
The accompanying notes are an integral part of these consolidated financial
statements.
Page 5 of 14
<PAGE>
BROOKS AUTOMATION, INC.
=======================
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Brooks
Automation, Inc. and its subsidiaries (the "Company") have been prepared
in accordance with generally accepted accounting principles and with the
instructions to Article 10 of Securities and Exchange Commission
Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, considered
necessary for a fair presentation have been included. The accompanying
unaudited consolidated financial statements should be read in conjunction
with the audited consolidated financial statements of the Company which
are included in the Company's Annual Report on Form 10-K/A for the year
ended September 30, 1996.
The results of operations for the nine months and three months ended June
30, 1997 are not necessarily indicative of the results that may be
expected for the fiscal year ending September 30, 1997.
2. INVENTORIES
Inventories consist of the following: June 30, September 30,
(in thousands) 1997 1996
---- ----
Raw materials and purchased parts $14,229 $12,547
Work-in-process 5,721 2,899
Finished goods 1,078 2,357
------- -------
$21,028 $17,803
======= =======
3. NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share is determined based on the weighted
average number of common shares and common equivalent shares, if dilutive,
assumed outstanding during the applicable period. Primary and fully-
diluted net income (loss) per share are essentially the same for the
periods presented.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
(SFAS128), which establishes standards for computing and presenting
earnings per share. The new standard replaces the presentation of primary
earnings per share prescribed by Accounting Principles Board Opinion No.
15, "Earnings per Share" (APB15) with a presentation of basic earnings per
share and also requires dual presentation of basic and diluted earnings
per share on the face of the statement of operations for all entities with
complex capital structures. Basic earnings per share excludes dilution and
is computed by dividing income available to common stockholders by the
weighted-average number of common shares outstanding for the period.
Diluted earnings per share is computed similarly to fully diluted earnings
per share pursuant to APB15. The Company will be required to implement
SFAS128 in the first quarter of fiscal 1998 and to restate all prior
periods. If the Company had been required to implement the guidance in
SFAS128 during the three months ended June 30, 1997, the following
earnings per share amounts would have been reported.
<TABLE>
<CAPTION>
Nine months ended Three months ended
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income (loss) per common share:
Basic $ (.16) $ .85 $ .04 $ .32
====== ====== ====== ======
Diluted $ (.16) $ .77 $ .03 $ .29
====== ====== ====== ======
Weighted average number of common shares 7,614 7,489 7,606 7,516
====== ====== ====== ======
Weighted average number of common and
dilutive potential common shares 7,614 8,221 8,439 8,184
====== ====== ====== ======
</TABLE>
Page 6 of 14
<PAGE>
BROOKS AUTOMATION, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
4. RELATED PARTY AND SIGNIFICANT CUSTOMER INFORMATION
During the nine months ended June 30, 1997 and 1996, the Company had
revenues from a related party representing 23% and 21% of revenues,
respectively. During the three months ended June 30, 1997 and 1996, the
Company had revenues from a related party representing 28% of revenues in
each period. At June 30, 1997 and September 30, 1996, related party
accounts receivable accounted for 21% and 23%, respectively, of accounts
receivable. An executive of this customer is a member of the Company's
Board of Directors.
At June 30, 1997, accounts receivable from one customer (not a related
party) accounted for 13% of accounts receivable. At September 30, 1996,
accounts receivable from one customer (not a related party) accounted for
15% of accounts receivable.
5. STOCK PLAN
On February 20, 1997, the stockholders of the Company approved an increase
in the number of shares of common stock available for issuance under the
Company's 1993 Non-Employee Director Stock Option Plan from 90,000 shares
to 190,000 shares.
6. COMMITMENTS AND CONTINGENCY
There has been substantial litigation regarding patent and other
intellectual property rights in the semiconductor and related industries.
The Company has received notice from a third-party alleging infringements
of such party's patent rights by certain of the Company's products. The
Company believes the patents claimed may be invalid. In the event of
litigation with respect to this notice, the Company is prepared to
vigorously defend its position. However, because patent litigation can be
extremely expensive and time consuming, the Company may seek to obtain a
license to one or more of the disputed patents. Based upon information
currently available to it, the Company would only do so if license fees
would not be material to the Company's consolidated financial statements.
Currently, the Company does not believe that it is probable that future
events related to this threatened matter will have an adverse effect on
the Company's business; however, there can be no assurance that this will
be the case. The Company is currently unable to reasonably estimate any
possible loss related to this matter.
Page 7 of 14
<PAGE>
BROOKS AUTOMATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Brooks Automation, Inc. is a leading, worldwide independent supplier of
substrate material handling robots, modules, software controls and fully
integrated cluster tool platforms to semiconductor, flat panel display and data
storage manufacturers.
From time to time, information provided by the Company or statements made by its
employees may contain "forward-looking" information which involves risks and
uncertainties. In particular, statements contained in this report which are not
historical facts (including, but not limited to, statements concerning
anticipated revenues, geographical growth rates, anticipated operating expense
levels and the availability of funds to meet cash requirements) are based on the
assumptions and expectations of the Company's management at the time such
statements are made and may be "forward-looking" statements. The Company's
actual future results may differ significantly from those stated in any
"forward-looking" statements. Factors that may cause such differences include,
but are not limited to, the factors discussed below under the caption "Factors
That May Affect Future Results" and the accuracy of the Company's internal
estimates of revenues and operating expense levels.
RESULTS OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1997 COMPARED WITH THREE MONTHS AND
NINE MONTHS ENDED JUNE 30, 1996
REVENUES
Revenues for the three months ended June 30, 1997 decreased 8.8% or $2.2 million
to $23.1 million compared with revenues of $25.3 million in the comparable prior
fiscal period. Revenues for the nine months ended June 30, 1997 decreased 16.3%
or $10.8 million to $55.6 million compared with revenues of $66.4 million in the
comparable prior fiscal period. Revenues from 200 mm vacuum central wafer
handling systems and components decreased 14.8% or $2.6 million and 31.8% or
$14.9 million, respectively, for the three months and nine months ended June 30,
1997. The decrease in 200 mm product revenues for the three months ended June
30, 1997 was partially offset by increased control software revenue and
shipments of 300 mm vacuum central wafer handling systems. The decrease in 200
mm product revenues for the nine months ended June 30, 1997 was partially
offset by shipments of 300 mm and flat panel display ("FPD") products.
The Company attributes the lower revenue levels in the current quarter and the
nine months ended June 30, 1997 to a broad decline in capital spending by the
semiconductor manufacturing equipment industry. As a result, the Company
expects that revenues for fiscal 1997 will be lower than fiscal 1996 revenues.
Foreign revenues for the three months ended June 30, 1997 increased 63.2% to
$6.2 million (26.8% of revenues), including $4.6 million of direct sales to
Asian customers, compared with foreign revenues of $3.8 million (15.0% of
revenues), including $2.8 million of direct sales to Asian customers in the
comparable prior fiscal period. Foreign revenues for the nine months ended June
30, 1997 increased 42.0% to $16.9 million (30.4% of revenues), including $13.1
million of direct sales to Asian customers, compared with foreign revenues of
$11.9 million (17.9% of revenues), including $8.3 million of direct sales to
Asian customers in the comparable prior fiscal period. The increase in foreign
revenues was primarily attributable to shipments of 200 mm and 300 mm vacuum
central wafer handling systems and FPD systems to customers primarily in Japan
and Korea. The Company expects that foreign revenues will continue to grow
throughout fiscal 1997 and to account for a significant portion of total
revenues. However, there can be no assurance that geographical growth rates, if
any, in the foreseeable future will be comparable to those achieved in the nine
months ended June 30, 1997.
GROSS PROFIT
Gross profit as a percentage of revenues decreased to 33.1% and 31.5%,
respectively, for the three months and nine months ended June 30, 1997 compared
with 41.4% and 42.1%, respectively, for the comparable prior fiscal periods. The
decrease in the gross profit percentage is mainly attributable to
underutilization of manufacturing capacity, higher concentration of shipments of
lower gross margin platforms, increased global support costs and to a lesser
extent, pricing pressure and higher new product introduction costs. Global
support costs, consisting primarily of personnel costs and travel expenses,
increased 107% to $1.8 million (7.8% of revenues) for the three months ended
June 30, 1997 from $868,000 (3.4% of revenues) in the comparable prior fiscal
period. Global support costs increased 104% to $4.7 million (8.5% of revenues)
for the nine months ended June 30, 1997 from $2.3 million (3.5% of revenues) in
the comparable prior fiscal period. The increase in global support costs are
indicative of the expansion of the Company's global support organization in
support of the international growth of its customer base. In future periods,
gross profit may be adversely affected by changes in the mix of products sold,
continued pricing pressure or increases in the cost of goods.
Page 8 of 14
<PAGE>
BROOKS AUTOMATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESEARCH AND DEVELOPMENT
Research and development expenses increased 9.9% to $3.6 million (15.7% of
revenues) for the three months ended June 30, 1997 from $3.3 million (13.0% of
revenues) in the comparable prior fiscal period. Research and development
expenses increased 7.7% to $9.7 million (17.5% of revenues) for the nine months
ended June 30, 1997 from $9.0 million (13.6% of revenues) in the comparable
prior fiscal period. During fiscal 1997, the Company has continued to make
investments in research and development to enhance existing and develop new
semiconductor and flat panel display products. As a percentage of revenues, the
increase in research and development expenses reflects the effect on the
Company's cost structure of the lower revenue level in the current quarter and
the nine months ended June 30, 1997. The Company believes that research and
development expenditures are essential to maintaining its competitive position
in the semiconductor and flat panel display fabrication equipment market and
expects these expenditure levels to continue at or above current levels in the
foreseeable future.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses of $3.4 million for the three
months ended June 30, 1997 approximated the level of expenses in the comparable
prior fiscal period, while increasing as a percentage of revenues (13.5% and
14.9% of revenues in the third quarter of fiscal 1996 and fiscal 1997,
respectively). Selling, general and administrative expenses decreased 2.2% to
$9.0 million (16.1% of revenues) for the nine months ended June 30, 1997 from
$9.2 million (13.8% of revenues) in the comparable prior fiscal period.
Selling, general and administrative expenses for the nine months ended June 30,
1996 included merger-related expenses of $230,000 in connection with the
acquisition of Techware Systems Corporation during the fiscal 1996 second
quarter. There were no such merger-related expenses incurred by the Company
during the nine months ended June 30, 1997. As a percentage of revenues, the
increase in selling, general and administrative expenses reflects the effect on
the Company's cost structure of the lower revenue level in the current quarter
and the nine months ended June 30, 1997. The Company expects expenditure levels
to support the growth of its worldwide sales and administrative organizations
will continue at or above current levels in the foreseeable future reflecting
the Company's commitment to further penetrate key international markets.
INTEREST EXPENSE
Interest expense increased 77.5% or $69,000 to $158,000 (0.7% of revenues) for
the three months ended June 30, 1997 from $89,000 (0.4% of revenues) in the
comparable prior fiscal period. Interest expense increased 46.6% or $132,000 to
$415,000 (0.7% of revenues) for the nine months ended June 30, 1997 from
$283,000 (0.4% of revenues) in the comparable prior fiscal period. The increase
in interest expense is primarily due to higher borrowings during the second and
third quarters of fiscal 1997 compared with the same periods of fiscal 1996.
INTEREST INCOME
Interest income decreased 94.9% or $296,000 to $16,000 for the nine months ended
June 30, 1997 from $312,000 (0.5% of revenues) in the comparable prior fiscal
period. The Company had no interest income for the three months ended June 30,
1997. The decrease in interest income is due to lower cash and investment
balances during the current quarter and the nine months ended June 30, 1997
compared with the same periods of fiscal 1996.
FOREIGN CURRENCY FLUCTUATIONS
The Company's foreign revenues are generally denominated in U.S. dollars.
Accordingly, foreign currency fluctuations have not had a significant impact on
the comparison of the results of operations for the periods presented. The
costs and expenses of the Company's international subsidiaries are generally
denominated in currencies other than the U.S. dollar. However, since the
functional currency of the Company's international subsidiaries is the local
currency, foreign currency translation adjustments are reflected as a component
of stockholders' equity and therefore, foreign currency fluctuations have not
had any impact on the comparison of the results of operations for the periods
presented.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1997, the Company had working capital of $27.5 million compared
with working capital of $32.6 million as of September 30, 1996. The decrease in
working capital during the nine months ended June 30, 1997 was due primarily to
increased bank borrowings. During the nine months ended June 30, 1997, the
Company used cash in operating activities of $3.0 million primarily due to
decreased earnings and increased inventory levels. Inventories increased,
particularly in the current quarter, to support increased demand for products.
Capital expenditures during the period consisted primarily of CAD/CAM/CAE
(computer-aided design, manufacturing and engineering), test and demonstration
equipment, as well as improvements in and expansion of the Company's facilities
worldwide.
Page 9 of 14
<PAGE>
BROOKS AUTOMATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the remainder of fiscal 1997, the Company expects to continue to make
capital expenditures to support its business; however, the level of spending
will be dependent on various factors, including the growth of the business and
general economic conditions. Financing activities during the period consisted
primarily of $9.4 million of net borrowings under credit lines to fund operating
activities and capital expenditures.
The Company has a $22.0 million unsecured revolving credit facility and a $6.0
million unsecured foreign currency line of credit, both of which expire December
31, 1998. Under the revolving credit facility, advances bear interest, at the
option of the Company, at the prime rate (8.5% at June 30, 1997) or the LIBOR
rate plus 2%. At June 30, 1997, the Company had outstanding $9.7 million
bearing interest at an average rate of 8.2% under the revolving credit facility
and $706,000 denominated in Japanese yen under the foreign currency line of
credit. Foreign currency advances bear interest at the LIBOR rate plus 2% (2.6%
for Japanese yen at June 30, 1997). The terms of the Loan Agreement (the
"agreement"), as amended as of June 30, 1997 require the Company to comply with
various covenants, including the maintenance of specified financial ratios and a
minimum tangible capital base, as defined, and limit the Company's annual level
of capital expenditures. At June 30, 1997, the Company was in compliance with
the terms of the agreement.
The Company believes that anticipated cash flows from operations, available
funds and borrowings available under the Company's bank lines of credit, will be
adequate to meet the Company's currently planned working capital and capital
expenditure requirements for the next twelve months.
There has been substantial litigation regarding patent and other intellectual
property rights in the semiconductor and related industries. The Company has
received notice from a third-party alleging infringements of such party's patent
rights by certain of the Company's products. The Company believes the patents
claimed may be invalid. In the event of litigation with respect to this claim,
the Company is prepared to vigorously defend its position. However, because
patent litigation can be extremely expensive and time consuming, the Company may
seek to obtain a license to one or more of the disputed patents. Based upon
information currently available to it, the Company would only do so if license
fees would not be material to the Company's consolidated financial statements.
There can be no assurance that the Company would prevail in any litigation
seeking damages or expenses from the Company or to enjoin the Company from
selling its products on the basis of the alleged patent infringement, or that a
license for any of the alleged infringed patents will be available to the
Company on reasonable terms, if at all. Currently, the Company does not believe
that it is probable that future events related to this threatened matter will
have an adverse effect on the Company's business; however, there can be no
assurance that this will be the case. The Company is currently unable to
reasonably estimate any possible loss related to this matter.
FACTORS THAT MAY AFFECT FUTURE RESULTS
CUSTOMER CONCENTRATION
Relatively few customers account for a substantial portion of the Company's
revenues. Sales to the Company's ten largest customers in the nine months ended
June 30, 1997, fiscal 1996 and fiscal 1995 accounted for 68%, 70% and 75% of
revenues, respectively. In the nine months ended June 30, 1997 and in fiscal
1996 and fiscal 1995, sales to Lam Research Corporation (a related party), the
Company's largest customer in these periods accounted for 23%, 21% and 21% of
the revenues, respectively. The Company expects that sales to Lam will continue
to represent a significant portion of the Company's revenues for the foreseeable
future. The Company's customers generally do not enter into long-term
agreements obligating them to purchase the Company's products. A reduction or
delay in orders from Lam or other significant customers, including reductions or
delays due to market, economic or competitive conditions in the semiconductor or
flat panel display industries, could have a material adverse effect on the
Company's future financial condition, revenues and operating results.
Page 10 of 14
<PAGE>
BROOKS AUTOMATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DEPENDENCE ON CYCLICAL INDUSTRIES
The Company's business is significantly dependent on capital expenditures by
manufacturers of semiconductors. The semiconductor industry is highly cyclical
and historically has experienced periods of oversupply, resulting in
significantly reduced demands for capital equipment, including the products
manufactured and marketed by the Company. The Company believes a broad decline
in capital spending by the semiconductor manufacturing equipment industry
resulted in lower revenues for the nine months ended June 30, 1997 than in the
comparable period of fiscal 1996. The Company's future financial condition,
revenues and operating results have been and may in the future be materially
adversely affected by semiconductor industry downturns or slowdowns. There can
be no assurance as to when, if ever, capital spending in the semiconductor
manufacturing equipment industry will recover.
RELIANCE ON OEM CUSTOMERS; LENGTHY SALES CYCLE
The Company's products are principally sold to OEMs which incorporate the
Company's products into their equipment. Due to the significant capital
commitments usually incurred by semiconductor and flat panel display
manufacturers in their purchase of the OEM's equipment, these manufacturers
demand highly reliable products which require as long as several years for OEMs
to develop. The Company's revenues are therefore primarily dependent upon the
timing and effectiveness of the efforts of its OEM customers in developing and
marketing equipment incorporating the Company's products. There can be no
assurance that any equipment incorporating the Company's products will be
marketed successfully by the Company's customers.
JAPANESE MARKET
The Japanese semiconductor and flat panel display process equipment markets are
large and difficult for foreign companies to penetrate. The Company believes
that increasing its penetration of the Japanese market is important to its
business, and that it is currently at a competitive disadvantage to Japanese
suppliers, many of which have long-standing collaborative relationships with
Japanese semiconductor and flat panel display process equipment manufacturers.
Moreover, the Company's ability to compete effectively in the Japanese market
may be limited by the Company's size and its geographic location. Although the
Company intends to expand its direct presence in Japan, there can be no
assurance that the Company will be able to achieve significant sales to, or
compete successfully in, Japan.
FOREIGN REVENUES
The Company does business worldwide, both directly and via sales to United
States-based OEMs who sell such products internationally. In the nine months
ended June 30, 1997 and in fiscal 1996 and fiscal 1995, foreign revenues
accounted for 30%, 20% and 12%, respectively, of the Company's revenues. The
Company anticipates that foreign revenues will continue to account for a
significant percentage of revenues, which will result in a significant portion
of the Company's revenues and operating results being subject to risks
associated with foreign revenues, including United States and foreign
regulatory and policy changes, political and economic instability, difficulties
in accounts receivable collection, difficulties in managing representatives, and
foreign currency fluctuations.
HIGHLY COMPETITIVE INDUSTRY
The markets for the Company's products are highly competitive and subject to
rapid technological change. Many of the Company's current and potential
competitors have substantially greater resources than the Company. The Company
believes that its primary competition is from integrated OEMs that satisfy their
semiconductor and flat panel display handling needs in-house rather than by
purchasing systems or modules from an independent supplier such as the Company.
There can be no assurance that the Company will be successful in selling its
products to OEMs that currently satisfy their substrate handling needs in-house,
regardless of the performance or the price of the Company's products. Moreover,
there can be no assurance that these OEMs will not begin to commercialize their
vacuum handling capabilities. Competitors may develop superior products or
products of similar quality at the same or lower prices. Other technical
innovations may impair the Company's ability to market its products. There can
be no assurance that the Company will be able to compete successfully.
Page 11 of 14
<PAGE>
BROOKS AUTOMATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NEW PRODUCTS AND TECHNOLOGICAL CHANGE
The semiconductor, flat panel display and data storage manufacturing industries
have been characterized by rapid technological change and evolving industry
requirements and standards. The Company believes that these trends will
continue into the foreseeable future. The Company's success will depend upon
its ability to enhance its existing products and to develop new products to meet
customer requirements and to achieve market acceptance. There can be no
assurance that the Company will be successful in introducing products or product
enhancements once developed. Further, there can be no assurance that the
Company's products will not be rendered obsolete by new industry standards or
changing technology.
QUARTERLY FLUCTUATIONS IN OPERATING RESULTS AND MARKET PRICE OF SECURITIES
The Company's quarterly operating results may vary significantly from quarter-
to-quarter depending on factors such as economic conditions in the
semiconductor, flat panel display and data storage industries, the timing of
significant orders and shipments of its products, changes and delays in product
development, new product introductions by the Company and its competitors, the
mix of products sold by the Company and competitive pricing pressures.
Additionally, the Company's vacuum central handling systems have high selling
prices. As a result, quarterly variations in systems sales will significantly
affect the Company's operating results. Moreover, customers may cancel or
reschedule shipments and production difficulties could delay shipments. These
factors could have a material adverse effect on the Company's future financial
condition, revenues and operating results.
The market price of the Company's securities could also be subject to wide
fluctuations in response to quarter-to-quarter variations in operating results,
changes in earnings estimates by analysts, and market conditions in the
semiconductor industry, as well as general economic conditions and other factors
external to the Company.
Page 12 of 14
<PAGE>
BROOKS AUTOMATION, INC.
PART II: OTHER INFORMATION
Item 6 (a) Exhibits
(10.25) Loan Agreement Second Amendment dated June 30, 1997
(10.26) Loan Agreement First Amendment dated June 3, 1997
(11.01) Computation of per share earnings (incorporated
herein by reference to Note 3 of Notes to
Unaudited Consolidated Financial Statements).
(27.1) Financial Data Schedule
Item 6 (b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ended June 30, 1997.
Page 13 of 14
<PAGE>
SIGNATURES
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 thereunto duly authorized.
BROOKS AUTOMATION, INC.
August 14, 1997 /s/ Robert J. Therrien
- --------------- --------------------------------
[Date] Robert J. Therrien
Chief Executive Officer,
President and Treasurer
August 14, 1997 /s/ Stanley D. Piekos
- --------------- --------------------------------
[Date] Stanley D. Piekos
Vice President - Finance and
Chief Financial Officer
Page 14 of 14
<PAGE>
SECOND AMENDMENT
TO
LOAN AGREEMENT
This Amendment dated as of June 30, 1997, is among BROOKS AUTOMATION, INC.,
BROOKS AUTOMATION CANADA CORP., BROOKS AUTOMATION K.K., BROOKS AUTOMATION LTD
and BROOKS AUTOMATION MASSACHUSETTS SECURITIES CORP. (each entity a "Borrower"
and collectively the "Borrowers"), USTRUST, ("UST") and CORESTATES BANK,
N.A.("CoreStates").
RECITALS:
The Borrowers and UST entered into a Loan Agreement dated as of June 25,
1996 as amended by an Amendment dated as of April 30, 1997 (the "Agreement").
In order to facilitate its obligations under the Agreement, UST entered
into a Participation Agreement dated as of June 25, 1996 with CoreStates
pursuant to which UST and CoreStates agreed to a two-thirds (2/3) and one-third
(1/3) allocation between themselves of all credits extended to Borrowers under
the Agreement.
The Borrower has requested UST for an additional loan of $7,000,000.
UST has agreed to increase the credit it will extend to Borrowers provided
that, among other things, the Agreement is amended so that CoreStates becomes a
party and Borrowers issue a $15,000,000 note to UST and a $7,000,000 note to
CoreStates.
THEREFORE, in consideration of the mutual agreements, representations and
warranties contained in this Amendment, Borrowers, UST and CoreStates agree,
represent and warrant as follows:
1. The Agreement is amended by adding CoreStates as a party.
2. Section 1 of the Agreement is amended (a) by striking out the
definitions of "Agreement", "Bank", "Issuing Bank", "Loan or Revolving Loan",
"Loan Documents", "Payment Date", "Promissory Note" and "Termination Date" and
inserting the following in their respective places:
Agreement. This entire Loan Agreement with all the Exhibits, if any,
---------
attached, as the same may be amended from time to time.
1
<PAGE>
Banks. A term of collective reference to USTrust and CoreStates, each
-----
of which is sometimes also called "Bank".
Issuing Bank. With respect to any Letter of Credit or foreign
------------
exchange contract under Section 2.5, USTrust or CoreStates, as applicable.
Loan or Revolving Loan. The $22,000,000 line of credit collectively
----------------------
extended by the Banks to Borrower under this Agreement.
Loan Documents. This Agreement, the Promissory Notes, and all other
--------------
agreements, documents, instruments and certificates delivered by Borrower or
others to the Banks in connection with this Agreement.
Payment Date. Each date on which an interest payment is required to
------------
be paid by the terms of the Promissory Notes.
Promissory Note or Notes. Each of and collectively the $15,000,000
------------------------
note of the Borrowers issued to USTrust and the $7,000,000 note of the Borrowers
issued to CoreStates in connection with this Agreement, evidencing the Loan and
substantially in the form of Exhibit A and A-1 attached.
Termination Date. December 31, 1998 as the same may be extended from
----------------
time to time, at the sole option of the Banks and at the request of the
Borrowers, in a writing signed by the Banks and Borrower.
and (b) by adding thereto the following definition:
CoreStates. CoreStates Bank, N.A., its successors and assigns.
----------
3. Section 2 of the Agreement is amended by striking it out in its
entirety and inserting a new Section 2 in its place reading as follows:
SECTION 2
---------
REVOLVING LOAN
--------------
Subject to the terms of this Agreement and in reliance on the
representations, warranties and agreements of Borrower, the Banks agree to make
the Revolving Loan described in this Section 2.
2.1 Revolving Loan. From time to time before the earliest to occur of (a)
--------------
a Default, or (b) the Termination Date, Borrowers may borrow, repay and reborrow
sums under the Revolving Loan, provided that the principal amount of the
Revolving Loan at any time outstanding may not exceed $22,000,000. At the time
of the execution of this Agreement,
2
<PAGE>
Borrowers agree to execute and deliver to the Bank the Promissory Notes
evidencing the Revolving Loan.
2.1.1 Subject to an aggregate limit of $5,000,000 at any time
outstanding, Advances under the Revolving Loan may also be used to repay
obligations arising with respect to any one or more of the following:
(a) Letters of Credit, and
(b) foreign exchange contracts,
all as more particularly specified in Sections 2.4 and 2.5 below.
2.1.2 Whenever a Borrower desires to obtain an Advance hereunder, or
convert an outstanding Advance into an Advance of another type, the Borrower
shall notify USTrust (which notice shall be irrevocable) by telex, facsimile, or
telephone received no later than 12:00 p.m. Boston time on the day on which the
request Advance is to be made as or converted into a Base Rate Loan, and
received no later than 10:00 a.m. Boston time on the date three (3) Business
Days in advance of the time at which the requested Advance is to be made as or
converted into a Eurodollar Loan, specifying (i) the amount and effective date
of each Advance desired, (ii) whether the Advance is to be a Eurodollar Loan or
a Base Rate Loan, (iii) if such Advance is to be made as or converted into a
Eurodollar Loan, the Interest Period applicable to the Advance, and (iv) in the
case of the conversion of an Advance, the Advance so to be converted. Each such
notification shall be immediately followed by a written confirmation thereof by
the Borrower in substantially the form of Exhibit B hereto. The Advances
comprising the Eurodollar Loans shall be in the aggregate principal amount which
is an integral multiple of $500,000.
2.1.3 The outstanding principal balance of each Advance under a
Eurodollar Loan shall be payable on the last day of the Interest Period
applicable to such Advance and on the Termination Date. The outstanding
principal balance of each Advance under a Base Rate Loan shall be payable on the
Termination Date. Each Advance shall bear interest on the outstanding principal
balance thereof as set forth in Section 2.2.
2.1.4 The Advances made by the Bank shall be evidenced by USTrust in
an account maintained on the books of USTrust which shall be designated as the
Borrowers' "Loan Account" in which account a record of all Advances will be
kept, indicating the date each Advance was extended, the amount of the Advance,
and the Interest Rate applicable to such Advance, each payment of principal of
any such Advance, each payment of interest on any such Advance and such other
information as the Bank may determine; provided, however, that the failure of
-------- -------
USTrust to make such a notation or any error therein shall not affect the
obligation of the Borrower to repay the Advances made by the Banks in accordance
with the terms of this Agreement and the Promissory Notes.
2.2 Interest.
3
<PAGE>
2.2.1 Subject to the provisions of Section 2.2.4, the Advances
comprising each Base Rate Loan shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum equal
to the Base Rate.
2.2.2 Subject to the provisions of Section 2.2.4, the Advances
comprising each Eurodollar Loan shall bear interest (computed on the basis of
the actual number of days elapsed over a year of 360 days) at a rate per annum
equal to the LIBO Rate for the Interest Period for such Advance plus 2%.
2.2.3 In the event, and on each occasion, that on the day two
Business Days prior to the commencement of any Interest Period for a Eurodollar
Loan USTrust shall have determined that deposits in the principal amount of the
requested Advance are not generally available in the London interbank market, or
that the rates at which such deposits are being offered will not adequately and
fairly reflect the cost to the Banks or any participant lender making or
maintaining the Eurodollar Loan during such Interest Period, or that
reasonable means do not exist for ascertaining the LIBO Rate, USTrust shall, as
soon as practicable thereafter, give written, telex, facsimile, or telephone
(promptly confirmed in writing or by telex) notice of such determination to the
Borrowers. In the event of any such determination, any request by the Borrowers
for a Eurodollar Loan pursuant to this Agreement shall, until USTrust shall have
advised the Borrowers that the circumstances giving rise to such notice no
longer exist, be deemed to be a request for a Base Rate Loan.
2.2.4 Interest on each Advance shall be payable on the Interest
Payment Dates applicable to such Advance except as otherwise provided in this
Agreement. The applicable Base Rate or LIBO Rate for each Interest Period or
day within an Interest Period, as the case may be, shall be determined by
USTrust, and such determination shall be conclusive absent manifest error.
2.2.5 If the Borrowers shall default in the payment of the principal
of or interest on any Advance or any other amount becoming due hereunder, by
acceleration or otherwise, the Borrowers shall on demand from time to time pay
interest, to the extent permitted by law, on such defaulted amount up to (but
not including) the date of actual payment (after as well as before judgment) at
a rate per annum (computed on the basis of the actual number of days elapsed
over a year of 360 days) equal to the then current interest rate for Base Rate
Loans plus 2%.
2.2.6 USTrust will automatically charge Borrowers' account monthly
for all amounts due under the Revolving Loan and forthwith remit to CoreStates
the appropriate proportion thereof due CoreStates.
2.2.7 Notwithstanding the foregoing, any payment not received by
USTrust within fifteen (15) days of its due date will be subject to an
additional charge of five percent (5.00%) of the amount due.
4
<PAGE>
2.3 ADDITIONAL COSTS; RESERVE REQUIREMENTS. Notwithstanding any other
--------------------------------------
provision herein, if after the date of this Agreement any change in applicable
law or regulation or in the interpretation or administration thereof by any
governmental authority charged with the interpretation or administration thereof
(whether or not having the force of law) shall change the basis of taxation of
payments to the Banks or any participant lender on the principal of or interest
on any Eurodollar Loan made by the Banks or any participant lender or any fees
or other amounts payable hereunder, or shall impose, modify or deem applicable
any reserve, special deposit or similar requirement against assets of, deposits
with or for the account of or credit extended by the Banks or such participant
lender (except any such reserve requirement which is reflected in the LIBO Rate)
or shall impose on the Banks or participant lender or the London interbank
market any other condition affecting this Agreement or Eurodollar Loans made by
the Banks or participant lender, and the result of any of the foregoing shall be
to increase the cost to the Banks or participant lender of making or maintaining
any Eurodollar Loan or to reduce the amount of any sum received of receivable by
the Banks or participant lender hereunder or under the Promissory Note (whether
of principal, interest or otherwise) by an amount deemed by the Banks or the
participant lender to be material, then USTrust shall notify the Borrowers
thereof and the Borrowers shall pay to USTrust the amount of such increase in
cost, reduction in income or additional expense and USTrust shall forthwith
remit to CoreStates the appropriate portion thereof due CoreStates. Until
USTrust notifies the Borrowers that the circumstances giving rise to such notice
no longer apply, the obligation of the Banks to allow conversion to or selection
or renewal of Eurodollar Loans by the Borrowers shall be suspended.
2.4 LETTERS OF CREDIT.
-----------------
2.4.1 Subject to the terms and conditions and relying on the
representations and warranties herein set forth, USTrust, by itself or through
the other Issuing Bank, agrees to issue Letters of Credit for the account of the
Borrower, subject to the availability of an Advance under Section 2.1 hereof;
provided, however, that (i) the Borrowers have executed a letter of credit
- -------- -------
agreement substantially in the form of Exhibit C, (ii) the obligation of the
Issuing Bank to issue any Letters of Credit shall be subject to the approval by
it of the form, terms and conditions of such Letter of Credit to be issued by
such bank and any related documentation, and (iii) the Issuing Bank shall not
issue any Letter of Credit if, after giving effect to such issuance, (A) the
Letter of Credit Exposure, together with the Foreign Exchange Exposure would
exceed $5,000,000, and (B) the Aggregate Exposure under the Revolving Loan would
exceed $22,000,000.
2.4.2 Each Letter of Credit shall by its terms expire on or prior to
the earlier of (i) the Termination Date and (ii) the first anniversary of the
date of its issuance. Each Letter of Credit shall by its terms provide for
payment of drawings in U.S. dollars. Unless otherwise approved in writing by
USTrust, each Letter of Credit shall be issued to support obligations of the
Borrowers incurred in the ordinary course of business.
2.4.3 The Borrowers shall give to USTrust written or telex notice of
each request for a Letter of Credit not less than five Business Days prior to
the proposed issuance thereof and, subject to the other provisions of this
Section 2.4, such request shall specify the
5
<PAGE>
proposed date of issuance (which shall be a Business Day), the date on which
such Letter of Credit is to expire, the amount of such Letter of Credit, the
name and address of the beneficiary of such Letter of Credit and the purpose
and proposed form of such Letter of Credit.
2.4.4 The Borrowers' obligation to repay payments and disbursements
made by such Issuing Bank under the Letters of Credit shall be absolute,
unconditional and irrevocable under any and all circumstances and irrespective
of:
(a) any lack of validity or enforceability of any Letter or
Credit;
(b) the existence of any claim, setoff, defense or other
right which the Borrowers or any other person may at any time have against the
beneficiary under any Letter of Credit, such Issuing Bank, or any other person
in connection with this Agreement or any other agreement or transaction;
(c) any draft or other document presented under a Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect;
(d) payment by such Issuing Bank under a Letter of Credit
against presentation of a draft or other document which does not comply with
the terms of such Letter of Credit; provided that such payment shall not have
--------
constituted gross negligence or willful misconduct of such Issuing Bank; and
(e) any other circumstance or event whatsoever, whether or
not similar to any of the foregoing; provided that such other circumstance or
--------
event shall not have been the result of gross negligence or willful misconduct
of such Issuing Bank.
2.5 FOREIGN EXCHANGE CONTRACTS. The Borrowers may, by notice to USTrust,
--------------------------
request foreign exchange contracts for the purpose of hedging their foreign
exchange exposure arising out of the ordinary course of business, and USTrust,
by itself or through the other Issuing Bank, shall enter into such foreign
exchange contracts with the Borrowers provided, however, that (a) the Borrowers
represent, warrant and covenant that such foreign exchange contract arises in
the ordinary course of business and not for speculative purposes, (b) the
Borrowers have entered into a foreign exchange facility agreement with the
Issuing Bank substantially in the form of Exhibit D, and (c) if, after giving
effect to the execution of such contracts (i) the Foreign Exchange Exposure
together with the Letter of Credit Exposure would not exceed $5,000,000, and
(ii) the Aggregate Exposure under the Revolving Loan would not exceed
$22,000,000.
2.6 SPECIAL DEPOSITS. The Borrowers shall, on the Business Day they
----------------
receive notice from either of the Banks of an Event of Default, deposit in an
account with USTrust, for the benefit of the Banks, (a) an amount of U.S.
dollars in cash equal to the Letter of Credit Exposure as of such date; and (b)
an amount of U.S. dollars in cash equal to the Foreign Exchange Exposure
calculated on the date of deposit in U.S. dollars at the spot rate of exchange,
if applicable, for purchasing foreign currency on that date with U.S. dollars.
Such deposit shall
6
<PAGE>
be held by USTrust as collateral for the payment and performance of the
Obligations. So long as such Event of Default is continuing USTrust shall have
exclusive dominion and control, including the exclusive right of withdrawal,
over such account. Money in such account shall automatically be applied by
USTrust as follows: money deposited under clause (a) shall be applied to
reimburse the Issuing Bank(s) for Letter of Credit Disbursements and, (b) if the
maturity of the outstanding loans has been accelerated, money deposited under
clause (b) shall be applied to satisfy the Obligations.
2.7 PAYMENTS. The Borrowers shall make each payment (including principal
--------
of or interest on any Advance or any Fees or other amounts) hereunder and under
any other Loan Document not later than 12:00 (noon), Boston time, on the date
when due in the currency of the Advance to USTrust at its offices at 30 Court
Street, Boston, Massachusetts 02108 in immediately available funds. Each such
payment shall be applied to the Obligations then due and payable in such order
as the Bank shall determine, but subject to the obligation as between it and
CoreStates to forthwith remit the appropriate portion thereof due CoreStates.
Whenever any payment (including principal of or interest on any Advance or any
Fees or other amounts) hereunder or under any other Loan Document shall become
due, or otherwise would occur, on a day that is not a Business Day, such payment
may be made on the next succeeding Business Day and such extension of time shall
in such case be included in the computation of interest or Fees, if applicable.
2.8 TAXES. Any and all payments by the Borrowers hereunder or under other
-----
Loan Documents shall be made free and clear of and without deduction for any and
all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, (collectively the
"Taxes") imposed, levied, collected, withheld or assessed on such payments by
any governmental authority or political subdivision in the applicable territory
and required by it to be paid at source or shall be grossed-up to provide the
Banks the same amount after such Tax as they would have received without the
imposition of such Tax; provided, however, that the Borrowers agree to provide
statements, receipts or supporting data with respect to the payment of such Tax
by any Borrower, or certified statements and receipts and such other supporting
data as may reasonably be required by the Bank to establish that any such Tax
has been paid by Borrowers.
2.9 CONDITIONS PRECEDENT TO THE LOAN. The Banks' obligations under this
--------------------------------
Agreement, including funding the Revolving Loan, are subject to the accuracy of
the representations and warranties made by Borrowers in the Loan Documents, to
the performance by Borrowers of their agreements in the Loan Documents, to the
terms provided in this Agreement, and to the satisfaction or waiver by Bank in
writing, in whole or in part, of each of the following additional conditions:
2.9.1 AUTHORITY. The Bank shall be satisfied as to the authority of
---------
the Borrowers to enter into and deliver the Loan Documents.
2.9.2 CONFLICT WITH OUTSTANDING INSTRUMENTS. Consummation of the
-------------------------------------
transactions contemplated by this Agreement and compliance with the terms of the
Loan
7
<PAGE>
Documents will not conflict with or result in a breach of any outstanding
agreements or other instruments to which any Borrower is a party or by which
any Borrower or any of its property is bound.
2.9.3 Insurance. USTrust shall have received satisfactory evidence
---------
that the insurance required pursuant to Section 3.13 is in force and all
premiums paid.
2.9.4 Opinion of Counsel. USTrust shall have received from counsel
------------------
for Borrowers, an opinion in substantially the following form and substance and
dated the date hereof that:
(a) Brooks Automation, Inc. is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Delaware
and registered to do business in the Commonwealth of Massachusetts as a foreign
corporation, and that it has adequate corporate power and authority to own its
property and to conduct its business as presently conducted.
(b) Brooks Automation Massachusetts Securities Corp. is a
corporation duly organized and validly existing under the Laws of the
Commonwealth of Massachusetts and that it has adequate corporate power to own
its property and to conduct its business as presently conducted.
(c) Brooks Automation Inc., has full corporate power and authority
to enter into the Loan Documents, and the Loan Documents have been duly
authorized by it, have been duly executed and delivered by its authorized
officers, and are the legal, valid and binding obligations of it, enforceable in
accordance with their terms, subject to, among other things, laws of general
application affecting the rights and remedies of creditors.
(d) To the knowledge of such counsel, there are no actions, suits
or proceedings pending, or threatened against or affecting Brooks Automation,
Inc. which would have a material or adverse effect on it or its property in any
court or before or by any federal, state, municipal, or any department,
commission, board, bureau, agency or instrumentality, and, to the knowledge of
such counsel, no Borrower is in default of any order, writ, injunction, decree
or demand of any court or federal, state, municipal, or any department,
commission, board, bureau, agency or instrumentality which, if not cured, would
have a material adverse effect.
(e) No Borrower is in violation of any term of its statutory
organizational documents or by its By-Laws. The execution, delivery and
performance of the Loan Documents and the taking of action contemplated thereby
will not result in any violation of or be in conflict with or constitute a
default under any such term of which such counsel has knowledge, or result in
the creation of any mortgage, lien, charge or encumbrance upon any of the
properties or assets of Borrower pursuant to any such term, other than as
contemplated by the Loan Documents.
2.9.5 No Material Adverse Change. There is no outstanding or
--------------------------
threatened litigation, contingent liabilities or other proceedings, the outcome
of which could materially or
8
<PAGE>
adversely affect any Borrower nor has there been any material adverse change in
the financial condition of any Borrower.
2.9.6 SATISFACTION OF USTRUST AND ITS COUNSEL. All action to be
---------------------------------------
taken in connection with the transactions contemplated by the Loan Documents
will be reasonably satisfactory in form and substance to USTrust and to its
counsel. USTrust shall have received copies of all documents which it may
reasonably request in connection with the transactions, which documents shall be
in form and substance reasonably satisfactory to it and to its counsel.
2.10 CONDITIONS PRECEDENT TO ADVANCES. The Bank's obligations with
--------------------------------
respect to each request for an Advance under the Revolving Loan are subject to
the continued accuracy of the representations and warranties made by the
Borrowers in the Loan Documents, to the continued performance by Borrowers of
their agreements in the Loan Documents, and to the continued satisfaction of
each of the conditions contained in Section 2.9.3 and 2.9.5 above at the time of
each request for an Advance.
4. Section 3 is amended:
(a) By changing the words "Bank" and "Banks" wherever they appear in
Section 3.2, 3.3.3, 3.3.5, 3.4, 3.5, 3.7, 3.11, 3.17, 3.22, 3.24 and 3.25 to
read "the Banks" and "Banks'", respectively;
(b) By striking out clauses (f) and (l) of Section 3.9 thereof in
their entirety and inserting the following in their place:
(f) Indebtedness outstanding on June 25, 1996 and set forth in
the financial statements furnished on or before that date to
USTrust and any renewals, extensions or refinancings thereof;
(l) indebtedness to Corestates under the Master Short Term
Foreign Currency Borrowing Agreement dated as of June 25, 1996
and amended by an Amendment dated as of June 30, 1997 provided
that such indebtedness does not exceed $6,000,000.
(c) By changing the word "Bank" in Section 3.14 to read "USTrust";
(d) By striking out Section 3.15.1 and 3.15.3 thereof in their
entirety and inserting the following in their place:
3.15.1 Leverage Ratio. The ratio of Consolidated Total
--------------
Liabilities to Consolidated Tangible Net Worth to be greater
than 0.6 to 1.0.
3.15.3 Current Ratio. The ratio of Consolidated Current Assets
-------------
to Consolidated Current Liabilities to be less than 2.0 to 1.0.
9
<PAGE>
(d) By changing the entry "$4,687.50" in Section 3.20 to read
"$6,875.00"; and
(e) By changing the phrase "all of the Bank's and Issuing Bank's" in
Section 3.23 to read "all of each Issuing Bank's".
5. Section 5.2 of the Agreement is amended by striking out the phrase
"and Bank may, to the extent permitted by law and without notice".
6. Section 5.3 of the Agreement is amended by changing the word "Bank"
wherever it appears to read "Banks".
7. Section 6.1 of the Agreement is amended by changing the word "Bank"
wherever it appears to read "Banks".
8. Section 6.2 of the Agreement is amended by striking it out in its
entirety and inserting a new Section 6.2 in its place and stead reading as
follows:
6.2 Right of Set-off. As security for the payment and performance of
----------------
the Obligations, each Borrower grants to each Bank a security
interest in all deposits and other sums credited by or due such
Borrower from that Bank. Regardless of the adequacy of any other
collateral, if an Event of Default has occurred and is
continuing, any deposits or other sums credited by or due from a
Bank to any Borrower, be set off and applied by that Bank against
any of the Obligations in such manner as that Bank in its
discretion may determine. In addition, each Borrower agrees that
the Banks have the rights of a secured party under the Uniform
Commercial Code with respect to all of its deposits at the Banks.
9. Section 6.4 of the Agreement is amended to add the following notice
address for CoreStates:
If to CoreStates:
CoreStates Bank, N.A.
The Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19101-7618
Attn: R. Thomas Esser, Vice President
10. Exhibit A to the Agreement is amended by striking it out in its
entirety and inserting in its place Exhibits A and A-1 attached to this
Amendment.
10
<PAGE>
11. In order to induce USTrust and CoreStates to enter into this Amendment,
Borrower hereby reaffirms to USTrust and CoreStates as of the date hereof all of
the representation and warranties contained in Section 4 of the Agreement.
12. This Amendment is effective as of the date hereof.
13. Except as specifically amended hereby, all of the terms of the
Agreement are hereby ratified and shall remain in full force and effect.
14. Contemporaneously with the execution hereof Borrower is delivering the
opinion referred to in Section 5.1.11 of the Agreement bearing a current date,
as well as an opinion of its counsel, also bearing a current date, to the same
general effect as was previously required by Section 2.9.4 except that such
opinion shall relate to the subject matter of this Amendment and all other
documents being executed by Borrowers in connection with the implementation of
this Amendment.
15. The execution of this Amendment by USTrust and CoreStates constitutes
a waiver of any default which may have occurred by reason of Borrower not having
delivered the opinion required by Section 5.11 of the Agreement within the time
specified in said Section 5.11, it being understood that the foregoing waiver is
not a waiver of any other Default or Event of Default which may exist under the
Agreement.
IN WITNESS WHEREOF, Borrowers, USTrust and CoreStates have caused this
Agreement to be signed by their duly authorized officers as a sealed instrument
all as of the day and year first above written.
USTRUST BROOKS AUTOMATION, INC
By: ____________________________ By: /s/ Stanley D. Piekos
Robert L. Whitmore, ---------------------------
Vice President
CORESTATES BANK, N.A. BROOKS AUTOMATION CANADA CORP.
BY: ____________________________ BY: /s/ Stanley D. Piekos
R. Thomas Esser, ---------------------------
Vice President
11
<PAGE>
BROOKS AUTOMATION K.K.
By: /s/ Stanley D. Piekos
----------------------------
BROOKS AUTOMATION MASSACHUSETTS SECURITIES CORP.
By: /s/ Stanley D. Piekos
----------------------------
BROOK AUTOMATION LTD
By: /s/ Stanley D. Piekos
----------------------------
12
<PAGE>
Exhibit A-1
-----------
REVOLVING LOAN NOTE
-------------------
$7,000,000 June 30, 1997
FOR VALUE RECEIVED, BROOKS AUTOMATION, INC, BROOKS AUTOMATION CANADA CORP.,
BROOKS AUTOMATION K.K., BROOKS AUTOMATION LTD. and BROOKS AUTOMATION
MASSACHUSETTS SECURITIES CORP. (collectively "Borrower") promises to pay to the
order of CORESTATES BANK, N.A. ("Lender") the sum of SEVEN MILLION AND 00/100
DOLLARS ($7,000,000.00), or such lesser amount as may be outstanding from time
to time, with interest on the unpaid balance from the date of advance until paid
in full at the rates provided in the Loan Agreement (as defined below).
Principal and interest shall be paid as provided in said Loan Agreement.
All payments due hereunder will first be credited to accrued but unpaid
interest and the balance to principal, except that if an Event of Default (as
that term is defined in the Loan Agreement referred to below) continues beyond
any applicable grace period, the Lender may apply amounts thereafter received to
principal and/or interest in whatever order it deems appropriate. If more than
one interest rate is applicable, such payments will be applied as aforesaid and
pro rata in relation to the increments of principal to which such rates apply.
Every maker, endorser, and guarantor of this Note, or the obligation
represented by this Note, waives presentment, demand, notice, protest, and all
other demands or notices in connection with the delivery, acceptance,
performance, default, or enforcement of this Note, assets to any extension or
postponement of the time of payment or any other indulgence, to any addition,
substitution, exchange, or release of collateral, and/or to the addition or
release of any other party or person primarily or secondarily liable.
The Borrower agrees to pay all costs and expenses, including attorneys'
fees, incurred or paid by the holder hereof in enforcing this Note, to the
extent permitted by law.
This Note is issued under and pursuant to the terms of a Loan Agreement
dated as of June 25, 1996, as amended by amendments dated as of April 30, 1997
and June 30, 1997 (collectively the"Loan Agreement") between the Borrower,
Lender and CoreStates Bank, N.A. to which Loan Agreement reference is hereby
made for a statement of such terms and the respective rights of the Borrower and
the holder of this Note; which Loan Agreement by reference thereto is made a
part hereof to the same and full extent as if set out and incorporated herein.
If an Event of Default (as defined in the Loan Agreement) occurs, the entire
principal of the Note may be accelerated at the option of the holder as
provided in the Loan Agreement and the principal of this Note and accrued
interest shall become due and payable as provided in the Loan Agreement.
<PAGE>
This Note shall take effect as an instrument under seal.
BROOKS AUTOMATION, INC.
By: /s/ Stanley D. Piekos
----------------------------
BROOKS AUTOMATION CANADA CORP.
By: /s/ Stanley D. Piekos
----------------------------
BROOKS AUTOMATION K.K.
By: /s/ Stanley D. Piekos
----------------------------
BROOKS AUTOMATION LTD.
By: /s/ Stanley D. Piekos
----------------------------
BROOKS AUTOMATION MASSACHUSETTS
SECURITIES CORP
By: /s/ Stanley D. Piekos
----------------------------
<PAGE>
EXHIBIT A
---------
REVOLVING LOAN NOTE
-------------------
$15,000,000 JUNE 30,1997
FOR VALUE RECEIVED, BROOKS AUTOMATION, INC., BROOKS AUTOMATION CANADA
CORP., BROOKS AUTOMATION K.K., BROOKS AUTOMATION LTD. and BROOKS AUTOMATION
MASSACHUSETTS SECURITIES CORP. (collectively "Borrower") promises to pay to the
order of US TRUST ("Lender") the sum of FIFTEEN MILLION AND 00/100 DOLLARS
(15,000,000.00), or such lesser amount as may be outstanding from time to time,
with interest on the unpaid balance from the date of advance until paid in full
at the rates provided in the Loan Agreement (as defined below). Principal and
interest shall be paid as provided in said Loan Agreement.
All payments due hereunder will first be credited to accrued but unpaid
interest and the balance to principal, except that if an Event of Default (as
that term is defined in the Loan Agreement referred to below) continues beyond
any applicable grace period, the Lender may apply amounts thereafter received to
principal and/or interest in whatever order it deems appropriate. If more than
one interest rate is applicable, such payments will be applied as aforesaid and
pro rata in relation to the increments of principal to which such rates apply.
Every maker, endorser, and guarantor of this Note, or the obligation
represented by this Note, waives presentment, demand, notice, protest, and all
other demands or notices in connection with the delivery, acceptance,
performance, default, or enforcement of this Note, assents to any extension or
postponement of the time of payment or any other indulgence, to any addition,
substitution, exchange, or release of collateral, and/or to the addition or
release of any other party or person primarily or secondarily liable.
The Borrower agrees to pay all costs and expenses, including attorneys'
fees, incurred or paid by the holder hereof in enforcing this Note, to the
extent permitted by law.
This Note is issued under and pursuant to the terms of a Loan Agreement
dated as of June 25, 1996, as amended by amendments dated as of April 30, 1997
and June 30, 1997 (collectively the "Loan Agreement") between the Borrower,
Lender and CoreStates Bank, N.A. to which Loan Agreement reference is hereby
made for a statement of such terms and the respective rights of the Borrower and
the holder of this Note; which Loan Agreement by reference thereto is made a
part hereof to the same and full extent as if set out and incorporated herein.
If an Event of Default (as defined in the Loan Agreement) occurs, the entire
principal of the Note may be accelerated at the option of the holder as provided
in the Loan Agreement and the principal of this Note and accrued interest shall
become due and payable as provided in the Loan Agreement.
<PAGE>
This Note shall take effect as an instrument under seal.
BROOKS AUTOMATION, INC.
By: /s/ Stanley D. Piekos
----------------------------
BROOKS AUTOMATION CANADA CORP.
By: /s/ Stanley D. Piekos
----------------------------
BROOKS AUTOMATION K.K.
By: /s/ Stanley D. Piekos
----------------------------
BROOKS AUTOMATION LTD.
By: /s/ Stanley D. Piekos
----------------------------
BROOKS AUTOMATION MASSACHUSETTS
SECURITIES CORP
By: /s/ Stanley D. Piekos
----------------------------
<PAGE>
[LETTERHEAD OF CORESTATES BANK APPEARS HERE]
June 3, 1997
Mr. Stanley D. Piekos
Chief Financial Officer
Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, Ma. 08124
Dear Stan:
This letter serves to amend and replace the letter agreement dated June 18, 1996
which established a $3,000,000 discretionary line of credit for foreign currency
borrowing. The amount is now being increased to $6,000,000. In addition this
letter will serve to amend the date in paragraph 1(b) Requests for Loans, in the
------------------
Master Short Term Foreign Currency Borrowing Agreement from December 31, 1997 to
December 31, 1998, (a copy of which is attached). All other terms and conditions
remain the same.
BORROWER (S): Brooks Automation, Inc.
Brooks Automation Canada Corp.
Brooks Automation K.K.
Brooks automation Ltd.
Brooks Automation Massachusetts Securities Corp.
LENDER: CoreStates Bank N.A.
LOAN TYPE AND AMOUNT: $6,000,000 Unsecured Discretionary Line of Credit
AVAILABILITY: The maximum outstanding under this facility at
any one time shall be the equivalent of
$6,000,000 USD in any other currency mutually
agreed between the Borrowers and the Bank.
PURPOSE: Working capital and other short term corporate
purposes.
COLLATERAL: None
INTEREST RATES: LIBOR plus 200 b.p. for maturities of 30, 60, 90
or 180 days.
INTEREST PAYMENTS: In case of 30, 60, or 90-day loans, at maturity.
In the case of 180-day loans, at the end of 90
days and at maturity.
<PAGE>
Mr. Stanley D. Piekos, Chief Financial Officer
June 3, 1997
Page Two
MINIMUM LOANS: $250,000 US dollar equivalent.
PREPAYMENTS
PROHIBITIONS: LIBOR loans may not be prepaid prior to maturity
without a potential breakage fee depending upon
the interest rate market at the time of
prepayment.
REPORTING
REQUIREMENTS: 1. Quarterly, within 45 days after the end
of each of the first three fiscal
quarters.
a. Consolidated financial
statements prepared by the
Company.
b. Certificate of covenant
compliance with all Bank debt.
2. Within 90 days after the end of each
fiscal year.
a. Consolidated financial
statements prepared and
certified by an independent
certified public accountant.
b. Certificate of covenant
compliance.
c. Principal financial officer and
accountant's statement of no
default.
3. Promptly after the filing of the same,
copies of all reports, proxy statements
and financial statements that the
Borrower files with the U.S. Securities
and Exchange Commission or any
comparable department in a foreign
country.
OTHER CONDITIONS TO
THE LINE OF CREDIT: 1. Master Short Term Borrowing Agreement,
Corporate Borrowing Resolution and
Negative Pledge Agreement (previously
dated 6/18/96 and executed 6/25/96).
<PAGE>
Mr. Stanley D. Piekos, Chief Financial Officer
June 3, 1997
Page Three
If the foregoing is satisfactory, please sign this letter and return to my
attention.
Very truly yours
/s/ R. Thomas Esser
R. Thomas Esser
Vice President
RTE/vb
AGREED AND ACCEPTED:
- ----------------------------- -------------------------
Name and Title Date
<PAGE>
[LETTERHEAD OF CORESTATES BANK APPEARS HERE]
MASTER SHORT TERM FOREIGN CURRENCY BORROWING AGREEMENT
------------------------------------------------------
June 18, 1996
Brooks Automation, Inc.
Brooks Automation Canada Corp.
Brooks Automation K.K.
Brooks Automation Ltd.
Brooks Automation Massachusetts Securities Corp.
15 Elizabeth Drive
Chelmsford, MA 01824
Dear Sirs:
The purpose of this Agreement is to supplement the letter agreement dated
June 18, 1996 ("Letter Agreement") between us, CoreStates Bank N.A. ("Bank") and
you, each of the addresses of this Agreement ("Borrower(s)") to further describe
how the foreign currency loans will be made pursuant to the foreign currency
line of credit described in the Letter Agreement ("Loan(s)"). The Letter
Agreement is attached hereto and incorporated by reference herein. This
Agreement does not constitute a commitment to lend or to make advances. It is
understood and agreed that any and all Loans will be governed by the following:
1. Requests for Loans. From time to time, before the earlier to occur of
------------------
(a) a Default under Section 10 hereof, or (b) December 31, 1997, your duly
authorized officer or other duly authorized person may request Loans by
telephone or by letter. If we agree to make a Loan, then we will credit the
proceeds to your designated account with us. Upon your request we will forward
to you at your address set forth in Paragraph 15 written advices or statements
of Loans, which will specify the rate or rates of interest payable on the Loans,
and such other terms as may have been agreed to.
2. Resolutions Authorizing Loans. Any and all documents required to be
-----------------------------
executed in connection with Loans may be signed by any of the officers or other
persons duly authorized by your borrowing resolutions as in effect from time to
time, provided that a copy of such resolutions is certified by the Secretary or
an Assistant Secretary of your corporation and delivered to us. We shall incur
no liability to you or any other person in acting on any request for a Loan
which we believe in good faith to have been made by a person duly authorized to
borrow on your behalf as set forth in your borrowing resolutions.
<PAGE>
3. Bank Records Conclusive. The terms of each Loan including the rate
-----------------------
of interest thereon and your payments of principal and interest, as well as any
special terms and details of each such Loan, shall be established and evidenced
by this Agreement, the Letter Agreement and by our records, which shall be
conclusively deemed to be correct in the absence of manifest error.
4. Payment of Loans. All Loans shall be payable on a demand, time or
----------------
other basis mutually agreed upon at the time, the Loan is made. Loans which are
payable on a basis other than demand are subject to the prepayment penalties
described in the Letter Agreement and may not be prepaid prior to their maturity
date or dates without payment of such penalties, if any. Upon the payment in
whole or in part of any Loan as provided above, accrued and unpaid interest on
the amount repaid shall be simultaneously paid.
5. Interest. (a) Interest on each Loan shall be computed at the
--------
applicable LIBOR rate plus 200 basis points and, with respect to 30, 60 or 90
day, Loans shall be payable upon maturity and, with respect to 180 days Loans,
shall be payable at 90 days and at maturity. The term LIBOR rate shall mean and
refer to LIBOR rate applicable at that time in the country of the foreign
currency which is borrowed.
(b) Each overdue payment of principal on any Loan and, to the extent
permitted by law, each overdue payment of interest shall bear interest, payable
on demand, for each day until paid at a rate per annum equal to 2% in excess of
the current interest rate applicable to that Loan.
(c) Unless otherwise agreed, interest on all Loans shall be computed on
the basis of a year of 360 days for each day of the year actually elapsed.
6. Payment. You irrevocably authorize us to effect payments of
-------
principal of and interest on all Loans whenever such payment is due and to debit
your designated account for the amount of such payment. We shall furnish to you
a written confirmation of the amount of each principal and interest payment
charged against your designated account. You will pay to us promptly such
amounts as may be due if your designated account balance is insufficient. All
payments of principal and interest on Loans shall be made in the currency of the
borrowed funds in immediately available funds free and clear of and without
deduction for any taxes, fees or other charges of any nature imposed by any
governmental authority, or, if such withholding is required, you shall pay to
use the same net amount as if no withholding was made.
7. Payment of Costs. In addition to the principal and interest
----------------
payments specified in paragraphs 4 and 5, you agree to pay upon demand all costs
and expenses (including reasonable attorneys' fees and legal expenses) we incur
in enforcing the Loans and this Agreement.
8. Further Evidence of Loans. Upon our request, you hereby agree to
-------------------------
execute and deliver to us a promissory note or notes payable to our order to
evidence all or any part of any Loans. If any Loan is or shall be evidenced by
one or more promissory notes, such note or notes shall be
-2-
<PAGE>
deemed to incorporate by reference, and to be supplemented and modified by, the
terms of this Agreement.
9. Security. As security for the payment of all sums owed by you to
--------
us, we shall have a lien upon, and security interest in, any balance belonging
to you in any of your deposit or other accounts with us and any other amounts or
property which from time to time may be owing by us to you or held by us for
you.
10. Defaults. The occurrence of any of the following events shall
--------
cause you to be in default on any and all outstanding Loans:
(a) the non-payment when due of any amount payable on any of the
Liabilities and such non-payment continues for five (5) days after such due date
(the term "Liabilities" shall mean all loans and advances made under this
Agreement and any renewals, extensions and modifications thereof and all of your
other existing and future liabilities, whether absolute or contingent, to the
Bank regardless of their source or nature and out of whatever transactions
arising);
(b) the failure of any Obligor to observe or perform any other term of
this Agreement or any other agreement or note with Bank or other lender,
including without limitation the Loan Agreement and related documents dated June
25, 1996, between Borrower and U.S. Trust (the term "Obligor" includes you and
all persons otherwise liable for the payment of all such loans or notes or both
and all renewals, extensions or modifications thereof, such as endorsers or
guarantors):
(c) the entry of any judgment or the issuing of any attachment or
garnishment against any Obligor in an amount in excess of $150,000.
(d) the dissolution, merger, consolidation or reorganization of any
Obligor;
(e) if any information furnished by any Obligor proves to have been
materially false or misleading when made;
(f) the failure of any Obligor to furnish such financial or other
information as we may reasonably request; and
(g) the insolvency of any Obligor, any assignment for the benefit of
creditors of any Obligor or the filing by or against any Obligor of a petition
under any provision of any law or statute alleging insolvency or inability to
pay debts as they mature.
11. Acceleration. If you are in default as described in Paragraph
------------
10(a) through (f), at our election evidenced by notice in writing to you, all
Loans, whether or not evidenced by a note, shall thereupon become due and
payable without presentment, demand or protest, all of which are hereby waived.
If you are in default as described in Paragraph 10(g), then forthwith and
without any
-3-
<PAGE>
election or notice, all Loans, whether or not evidenced by a note, shall
thereupon become due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived. You waive all right to stay
of execution and exemption of property in any action to enforce your obligations
to us hereunder.
12. Joint and Several Liability. All of the liabilities shall be joint
---------------------------
and several obligations of each of the Borrowers.
13. Continuing Effect. This Agreement shall remain in full force and
-----------------
effect until all Loans outstanding, together with interest thereon, and all
other sums required to be paid under the terms of this Agreement have been paid
in full.
14. Governing Law. This Agreement and any note or notes evidencing
-------------
Loans made shall be construed in accordance with and governed by the laws of
Massachusetts.
15. Bank's Assignees. The Bank may at any time or from time to time
----------------
grant to others assignments of or participations in the Loans.
16. Notices. Any notice given under this Agreement shall be effective
-------
on the date when it is delivered to a party at its address set forth as follows
(or at such other address as the party to which notice may be given may specify
to the other in writing); if to you, at:
Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, MA 01824
Attn: Stanley D. Piekos, CFO
and if to us, at:
Broad and Chestnut Streets,
Philadelphia, PA 19101
Attn: R. Thomas Esser
F.C. 1-8-4-2
17. Miscellaneous. Any failure by us to exercise any right under this
-------------
Agreement shall not be construed as a waiver of the right to exercise the same
or any other right at any other time. If more than one person, including any
form of legal entity, shall sign this Agreement as borrower, such persons shall
be jointly and severally liable hereunder and the terms "you" and "your" shall
be deemed to mean any and all of such persons. The parties hereto intend this
Agreement to be a sealed instrument and to be legally bound hereby.
-4-
<PAGE>
Acceptance Of And Agreement To
Master Short Term Foreign Currency Borrowing Agreement
------------------------------------------------------
We, the addressee of the above Master Short Term Borrowing Agreement,
intending to be legally bound, accept and agree to the terms and conditions of
said Agreement and promise to pay the principal of and interest on all Loans
made to us by CoreStates Bank, N.A., and all other sums required to be paid by
us to said Bank, under and in accordance with the terms of said Master Short
Term Borrowing Agreement. Signed this 25th day of June 1994.
Brooks Automation, Inc. Brooks Automation Canada Corp.
Stanley D. Piekos Robert J. Therrien
- ------------------------------ -------------------------------------
(Borrower) (Borrower)
By: Stanley D. Piekos By: Robert J. Therrien
--------------------------- ---------------------------------
VP & Chief Financial Officer President & Chief Executive Officer
--------------------------- ---------------------------------
(Name and Title) (Name and Title)
Brooks Automation K.K. Brooks Automation Ltd.
Stanley D. Piekos Stanley D. Piekos
- ------------------------------ -------------------------------------
(Borrower) (Borrower)
By: Stanley D. Piekos By: Stanley D. Piekos
--------------------------- ----------------------------------
VP & Chief Financial Officer VP & Chief Financial Officer
--------------------------- ----------------------------------
(Name and Title) (Name and Title)
-6-
<PAGE>
Brooks Automation Massachusetts Securities Corp.
Stanley D. Piekos
- ------------------------------
(Borrower)
By: Stanley D. Piekos
---------------------------
VP & Chief Financial Officer
-----------------------------
(Name and Title)
[SEAL]
-7-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> JUN-30-1997 JUN-30-1996
<PERIOD-START> OCT-01-1996 OCT-01-1995
<PERIOD-END> SEP-30-1997 SEP-30-1996
<CASH> 1,129 4,843
<SECURITIES> 0 0
<RECEIVABLES> 24,679 21,767
<ALLOWANCES> (160) (80)
<INVENTORY> 21,028 19,095
<CURRENT-ASSETS> 50,592 48,251
<PP&E> 19,523 13,831
<DEPRECIATION> 3,307 2,111
<TOTAL-ASSETS> 73,580 63,063
<CURRENT-LIABILITIES> 23,105 14,007
<BONDS> 0 0
0 0
0 0
<COMMON> 76 75
<OTHER-SE> 49,820 48,178
<TOTAL-LIABILITY-AND-EQUITY> 73,580 63,063
<SALES> 55,603 66,446
<TOTAL-REVENUES> 55,603 66,446
<CGS> 38,094 38,478
<TOTAL-COSTS> 38,094 38,478
<OTHER-EXPENSES> 18,701 18,206
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 415 283
<INCOME-PRETAX> (1,591) 9,791
<INCOME-TAX> (354) 3,459
<INCOME-CONTINUING> (1,237) 6,332
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,237) 6,332
<EPS-PRIMARY> (.16) .77
<EPS-DILUTED> (.16) .77
</TABLE>
