-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U5INMb4w37xXP+u6SHSvcrPcnXtMvaGddrSjf7oMpsVyeaJ+qpiG8TwmEgL1Df3n IebBKVwpQlyFW31B7kwEhA== 0000927016-97-002337.txt : 19970815 0000927016-97-002337.hdr.sgml : 19970815 ACCESSION NUMBER: 0000927016-97-002337 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKS AUTOMATION INC CENTRAL INDEX KEY: 0000933974 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 043040660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25434 FILM NUMBER: 97661404 BUSINESS ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 5084531112 MAIL ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSBORO STATE: MA ZIP: 01824 10-Q 1 QUARTERLY REPORT 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 BROOKS AUTOMATION, INC. INDEX
PAGE PART 1 FINANCIAL INFORMATION NUMBER - -------- --------------------- ------ Item 1 Consolidated Financial Statements: - ------ ---------------------------------- 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
Page 2 of 14 BROOKS AUTOMATION, INC. CONSOLIDATED BALANCE SHEET (IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
JUNE 30, SEPTEMBER 30, 1997 1996 (UNAUDITED) ASSETS Current assets: 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 ======= =======
The accompanying notes are an integral part of these consolidated financial statements. Page 3 of 14 BROOKS AUTOMATION, INC. CONSOLIDATED STATEMENT OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
NINE MONTHS ENDED THREE MONTHS ENDED JUNE 30, JUNE 30, 1997 1996 1997 1996 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 ======= ======= ======= =======
The accompanying notes are an integral part of these consolidated financial statements. Page 4 of 14 BROOKS AUTOMATION, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
NINE MONTHS ENDED JUNE 30, 1997 1996 ---- ---- 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 ======= ========
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 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.
Nine months ended Three months ended June 30, June 30, 1997 1996 1997 1996 ---- ---- ---- ---- 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 ====== ====== ====== ======
Page 6 of 14 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 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 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 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 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 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 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 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 EX-10.25 2 LOAN AGREEMENT 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 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 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 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 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 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 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 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 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 (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 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 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 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. 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 ---------------------------- 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. 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 ---------------------------- EX-10.26 3 AMENDED CREDIT AGREEMENT [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. 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). 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 [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. 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- 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- 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- 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- Brooks Automation Massachusetts Securities Corp. Stanley D. Piekos - ------------------------------ (Borrower) By: Stanley D. Piekos --------------------------- VP & Chief Financial Officer ----------------------------- (Name and Title) [SEAL] -7- EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS 9-MOS JUN-30-1997 JUN-30-1996 OCT-01-1996 OCT-01-1995 SEP-30-1997 SEP-30-1996 1,129 4,843 0 0 24,679 21,767 (160) (80) 21,028 19,095 50,592 48,251 19,523 13,831 3,307 2,111 73,580 63,063 23,105 14,007 0 0 0 0 0 0 76 75 49,820 48,178 73,580 63,063 55,603 66,446 55,603 66,446 38,094 38,478 38,094 38,478 18,701 18,206 0 0 415 283 (1,591) 9,791 (354) 3,459 (1,237) 6,332 0 0 0 0 0 0 (1,237) 6,332 (.16) .77 (.16) .77
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