EXHIBIT 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The unaudited pro forma condensed combined financial statements set forth
below give effect to the Merger on a retroactive basis. The unaudited pro forma
condensed combined balance sheet as of June 30, 1998 gives effect to the Merger
as if it had occurred on June 30, 1998, and combines the historical consolidated
balance sheets of Brooks and FASTech as of June 30, 1998. The unaudited pro
forma condensed combined statements of operations give effect to the Merger as
if it had occurred at the beginning of the earliest period presented. The
unaudited pro forma condensed combined statements of operations for the fiscal
years ended September 30, 1995, 1996 and 1997 combine Brooks' historical
consolidated statements of operations for the fiscal years ended September 30,
1995, 1996 and 1997 with FASTech's historical consolidated statements of
operations for the fiscal years ended December 31, 1995, 1996 and 1997,
respectively. The unaudited pro forma condensed combined statement of operations
for the nine months ended June 30, 1997 combines Brooks' historical consolidated
statement of operations for the nine months ended June 30, 1997 with FASTech's
historical consolidated statement of operations for the nine months ended
September 30, 1997. The unaudited pro forma condensed combined statement of
operations for the nine months ended June 30, 1998 combines Brooks' historical
consolidated statement of operations for the nine months ended June 30, 1998
with FASTech's historical consolidated statements of operations for the six
months ended June 30, 1998 and the three months ended December 31, 1997.
Accordingly, FASTech's historical consolidated statement of operations for the
three months ended December 31, 1997 has been included in the unaudited pro
forma condensed combined statements of operations for both the fiscal year ended
September 30, 1997 and the nine months ended June 30, 1998.
Brooks and FASTech estimate that they will incur direct transaction costs
of approximately $600,000 associated with the Merger, which will be charged to
operations as incurred. There can be no assurance that the combined company will
not incur additional charges to reflect costs associated with the Merger or that
management will be successful in its efforts to integrate the operations of the
two companies.
The unaudited pro forma condensed combined financial information set forth
below is presented for illustrative purposes only, and is not necessarily
indicative of the financial position or results of operations that would have
actually been reported had the Merger occurred at the beginning of the periods
presented, nor is it necessarily indicative of the future financial position or
results of operations of the combined companies.
1
BROOKS AUTOMATION, INC.
PRO FORMA COMBINED BALANCE SHEET
AS OF JUNE 30, 1998
(UNAUDITED)
(In thousands, except per share data)
Historical Historical Pro Forma Pro Forma
Brooks FASTech Adjustments Combined
-------------- ----------- ----------- ----------
ASSETS
Current Assets:
Cash and cash equivalents $ 65,308 $ 2,916 $ - $ 68,224
Accounts receivable, net 23,560 2,735 - 26,295
Inventories 23,689 - - 23,689
Prepaid expenses and other current assets 2,306 292 - 2,598
Deferred income taxes 4,963 - - 4,963
-------------- ----------- ----------- ----------
Total current assets 119,826 5,943 - 125,769
Fixed assets, net 18,315 2,343 - 20,658
Other assets 3,687 296 - 3,983
-------------- ----------- ----------- ----------
Total assets $ 141,828 $ 8,582 $ - $ 150,410
============== =========== =========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 5,843 $ 1,242 $ - $ 7,085
Accrued expenses and other current liabilities 5,170 6,649 600 (1) 12,419
-------------- ----------- ----------- ----------
Total current liabilities 11,013 7,891 600 19,504
Long-term debt and other liabilities 1,068 2,291 - 3,359
-------------- ----------- ----------- ----------
Total liabilities 12,081 10,182 600 22,863
-------------- ----------- ----------- ----------
Redeemable convertible preferred stock - 10,625 (10,625) (1) -
Stockholders' Equity:
Preferred stock - 152 (152) (1) -
Common stock 101 - 9 (1) 110
Common stock warrants - 420 - 420
Additional paid-in capital 117,772 - 10,768 (1) 128,540
Cumulative translation adjustment (394) (125) - (519)
Deferred compensation (320) - - (320)
Retained earnings (Accumulated deficit) 12,588 (12,672) (600) (1) (684)
-------------- ----------- ----------- ----------
Total stockholders' equity (deficit) 129,747 (12,225) 10,025 127,547
-------------- ----------- ----------- ----------
Total liabilities and stockholders' equity $ 141,828 $ 8,582 $ - $ 150,410
============== =========== =========== ==========
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements
2
BROOKS AUTOMATION, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share data)
Years ended September 30, Nine months ended June 30,
-------------------------------------- --------------------------
1995 1996 1997 1997 1998
-------------------------------------- --------------------------
Revenues $ 68,488 $ 112,730 $ 108,741 $ 72,917 $ 79,550
Cost of revenues 34,084 57,961 63,761 42,060 57,012
-------------------------------------- --------------------------
Gross profit 34,404 54,769 44,980 30,857 22,538
-------------------------------------- --------------------------
Operating expenses:
Research and development 11,258 18,336 20,592 14,461 18,170
Selling, general and administrative 14,898 23,176 23,952 17,057 20,375
-------------------------------------- --------------------------
Total operating expenses 26,156 41,512 44,544 31,518 38,545
-------------------------------------- --------------------------
Income (loss) from operations 8,248 13,257 436 (661) (16,007)
Other income (expense), net 62 (64) (770) (520) 2,237
-------------------------------------- --------------------------
Income (loss) before income taxes 8,310 13,193 (334) (1,181) (13,770)
Income tax provision (benefit) 1,705 4,599 1,267 (161) (1,541)
-------------------------------------- --------------------------
Net income (loss) $ 6,605 $ 8,594 $ (1,601) $ (1,020) $ (12,229)
====================================== ==========================
Net income (loss) per share:
Basic $0.98 $1.04 ($0.19) ($0.12) ($1.12)
Diluted $0.86 $0.94 ($0.19) ($0.12) ($1.12)
Number of shares used in calculating
net income (loss) per share:
Basic 6,768 8,303 8,493 8,424 10,936
Diluted 7,673 9,152 8,493 8,424 10,936
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
3
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
1. PRO FORMA BASIS OF PRESENTATION
These unaudited pro forma condensed combined financial statements give
effect to the Merger as if it had occurred on the dates or at the beginning of
the periods presented (as applicable), reflecting the issuance of 0.127469 of a
share of Brooks common stock for each share of FASTech common stock, and
0.147209, 0.167118, 0.197585, 0.372104 and 0.252057 of a share of Brooks common
stock for each share of FASTech Series A, B, C, D and E preferred stock,
respectively. Additionally at the Effective Time, all outstanding options and
warrants to purchase FASTech common stock will be exchanged for options and
warrants to purchase Brooks common stock, based on the Common Stock Conversion
Ratio of 0.127469. As of June 30, 1998, options and warrants to purchase a total
of 699,820 and 250,000 shares of FASTech common stock, respectively, were
outstanding.
The unaudited pro forma condensed combined financial statements set forth
below give effect to the Merger on a retroactive basis. The unaudited pro forma
condensed combined balance sheets as of June 30, 1998 give effect to the Merger
as if it had occurred on June 30, 1998, and combines the historical consolidated
balance sheets of Brooks and FASTech as of June 30, 1998. The unaudited pro
forma condensed combined statements of operations give effect to the Merger as
if it had occurred at the beginning of the earliest period presented. The
unaudited pro forma condensed combined statements of operations for the fiscal
years ended September 30, 1995, 1996 and 1997 combine Brooks' historical
consolidated statements of operations for the fiscal years ended September 30,
1995, 1996 and 1997 with FASTech's historical consolidated statements of
operations for the fiscal years ended December 31, 1995, 1996 and 1997,
respectively. The unaudited pro forma condensed combined statement of
operations for the nine months ended June 30, 1997 combines Brooks' historical
consolidated statement of operations for the nine months ended June 30, 1997
with FASTech's historical consolidated statements of operations for the nine
months ended September 30, 1997. The unaudited pro forma condensed combined
statement of operations for the nine months ended June 30, 1998 combines Brooks'
historical consolidated statement of operations for the nine months ended June
30, 1998 with FASTech's historical consolidated statements of operations for the
six months ended June 30, 1998 and the three months ended December 31, 1997.
Accordingly, FASTech's historical consolidated statement of operations for the
three months ended December 31, 1997, which includes revenues of $5,018,000 and
a net loss of $2,624,000, has been included in the unaudited pro forma condensed
combined statements of operations for both the fiscal year ended September 30,
1997 and the nine months ended June 30, 1998.
2. PRO FORMA EARNINGS PER SHARE
The unaudited pro forma combined earnings per share information is based
upon the weighted average number of common and dilutive potential common shares
outstanding of Brooks and FASTech for each period presented, giving effect to
the Merger as if it occurred at the beginning of the earliest period presented,
using exchange ratios of 0.127469 of a share of Brooks common stock for each
share of FASTech common stock, and 0.147209, 0.167118, 0.197585, 0.372104 and
0.252057 of a share of Brooks common stock for each share of FASTech Series A,
B, C, D and E preferred stock, respectively.
3. CONFORMING ADJUSTMENTS AND INTERCOMPANY TRANSACTIONS
There were no material adjustments required to conform the accounting
policies of Brooks and FASTech. For the purposes of presenting the unaudited
pro forma condensed combined statements of operations, dividends accrued on
preferred stock in the historical FASTech financial statements were eliminated.
There are no material intercompany transactions included in the unaudited pro
forma condensed combined financial statements.
4
4. TRANSACTION COSTS
It is estimated that the combined company will incur charges to operations
of approximately $600,000 representing direct transaction costs of the Merger,
primarily for accounting and legal fees. The estimated charge is reflected in
the unaudited condensed pro forma balance sheet as of June 30, 1998, but is not
reflected in the unaudited pro forma condensed combined statements of
operations. These non-recurring transaction costs will be charged to operations
as incurred. These costs reflect a preliminary estimate only and, therefore,
are subject to change.
It is expected that following the Merger, the combined company will incur
additional significant costs associated with integrating the two companies,
which amounts will be charged to operations as incurred. The amount of such
costs is not currently reasonably estimable and, accordingly, the amount has not
been reflected in the unaudited pro forma condensed combined balance sheet as of
June 30, 1998. There can be no assurance that the combined company will not
incur additional material charges to reflect costs associated with the Merger,
or that management will be successful in its efforts to integrate the operations
of the two companies.
5