Business Context and Reporting Period
On May 14, 2002, Brooks Automation, Inc. completed the acquisition of PRI Automation, Inc. and changed its name to Brooks-PRI Automation, Inc. This Form 8-K, dated May 14, 2002 (signed January 24, 2003), presents unaudited pro forma combined financial information for the year ended September 30, 2002, assuming the merger occurred on October 1, 2001.
Key Financial Metrics (Pro Forma Year Ended Sept 30, 2002)
| Metric | Amount (in thousands) |
|---|---|
| Revenues | $419,795 |
| Gross Profit | $97,276 |
| Total Operating Expenses | $783,815 |
| Loss from Operations | $(686,539) |
| Net Loss from Continuing Operations | $(779,900) |
| Loss Per Share (Basic & Diluted) | $(23.09) |
The filing does not provide specific data on cash flow, debt levels, or liquidity ratios within the pro forma statement of operations.
Material Changes and Adjustments
The pro forma results reflect significant adjustments to historical data to simulate the combined entity:
- Revenue: Combined historical revenues of Brooks ($304,254) and PRI ($115,541) totaling $419,795.
- Operating Expenses: Increased by $14,272 due to pro forma adjustments, primarily driven by $11,523 in amortization of acquired intangible assets and $3,178 in deferred compensation expenses.
- Loss Magnitude: The combined entity shows a significantly larger net loss of $(779,900) compared to the historical loss of Brooks alone ($(719,954)), largely due to the inclusion of PRI's historical losses and acquisition-related amortization.
Outlook, Risks, and Management Commentary
Management explicitly states that the pro forma information is for illustrative purposes only. It is not necessarily indicative of the operating results that would have occurred if the transaction had been consummated on October 1, 2001, nor is it indicative of future operating results. The transaction was accounted for as a purchase under FAS 141. Investors are directed to read this information in conjunction with the historical consolidated financial statements and the Management's Discussion and Analysis in the Form 10-K.
Investor Verification Checklist
- Verify the final purchase price and fair value of assets acquired to understand the basis for the $11,523 intangible asset amortization.
- Review the historical Form 10-K for the year ended September 30, 2002, to compare actual post-acquisition results against these pro forma estimates.
- Confirm the specific terms of the deferred compensation arrangements that resulted in the $3,178 pro forma expense adjustment.
- Assess the company's liquidity and debt position, as these metrics are not detailed in this specific pro forma statement of operations.