Fab automation provider Brooks Automation Inc. plans to re-state earnings for 28 quarters from fiscal 1999 through fiscal 2005 as the result of an ongoing review by special committee of its historical stock options granting practices, the company said Thursday (May 11).
The company acknowledged that it believes it accounted for "certain matters concerning stock options incorrectly," and, as a result, recognized less compensation than it should have prior to 2006.
In light on the pending restatement, all financial statements, including SEC filings, financial news releases and other communications by the company for 1999 through 2005, should not be relied on, Brooks (Chelmsford, Mass.) said.
Brooks is one of several electronics companies to be touched by the controversy over questionable past stock options granting practices. These questions, first broached by a Wall Street Journal article in March, focus largely on option "backdating" making stock options effective after the fact, timing them so that they are issued at the most opportune time, such as just before a sharp rise in a company's stock price. Investigations into historical options granting practices have led to management shakeups at Vitesse Semiconductor Corp. and Power Integrations Inc. and, most recently, programmable logic heavyweight Altera Corp. announced it would establish a committee to look into its own historical practices. Other companies outside the electronics industry have also been ensnarled in this controversy, notable United HealthCare.
Brooks said in April that its board created a special committee comprised of independent directors to conduct an internal review of matters related to past stock option grants, including the timing of such grants and associated documentation. The special committee is being assisted by independent legal counsel and advisors.
Brooks said Thursday that the special committee's review is not yet complete. The company said it decided to take the action of re-stating financial results for the period in question based on the committee's most recent report, dated Wednesday.
Brooks issued a statement Thursday that said, in part, "Based on the work done to date, the Company has not concluded whether there will be any errors that affect financial statements for fiscal 2006 or whether it made material accounting errors with respect to stock option grants made after fiscal 2002 The Company is in the process of determining the impact of the errors and evaluating the impact of this matter on its system of internal controls.
Brooks said it has discussed its conclusions with its independent registered public accounting firm. The company also said it filed a form with the Securities and Exchange Commission that states it did not timely file its quarterly financial statement for the first quarter and will do so after the special committee's review is complete.