-----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, BsjaPA21WeCN0tp+BkoPU0BpJDtvtMJqv5iDc8dRYx/FN3So3MaiFClUvWoEfeUJ reM4X+XkaoImKUarRHKoig== 0000891092-03-001665.txt : 20030723 0000891092-03-001665.hdr.sgml : 20030723 20030723171802 ACCESSION NUMBER: 0000891092-03-001665 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030723 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030723 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25434 FILM NUMBER: 03798941 BUSINESS ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: (978) 262-2400 MAIL ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS-PRI AUTOMATION INC DATE OF NAME CHANGE: 20020514 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS AUTOMATION INC DATE OF NAME CHANGE: 19941215 8-K 1 e15265_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2003 Brooks Automation, Inc. - -------------------------------------------------------------------------------- (Exact Name Of Registrant As Specified In Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-25434 04-3040660 - ---------------------------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 15 Elizabeth Drive, Chelmsford, MA 01824 - ---------------------------------------- ------------------------------------ (Address of Principal Executive Offices) (Zip Code) (978) 262 2400 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) (Former Name or Former Address, if Changed Since Last Report) Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description - ------- ---------------------------------------------------------------------- 99.1 Press release dated July 23, 2003 of Brooks Automation, Inc. (the "Company") announcing its financial results for the second quarter ended June 30, 2003. Item 9. Regulation FD Disclosure (Information Furnished in this Item 9 is Furnished Under Item 12). On July 23, 2003, the Company issued a press release announcing its financial results for the second quarter ended June 30, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. Limitation on Incorporation by Reference. The information furnished in this Item 9 (which is being furnished under Item 12) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements. SIGNATURE 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 hereunto duly authorized. Dated: July 23, 2003 BROOKS AUTOMATION, INC. By: /s/ Robert W. Woodbury, Jr. --------------------------------------------- Robert W. Woodbury, Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ------- ---------------------------------------------------------------------- 99.1 Press release dated July 23, 2003 of Brooks Automation, Inc. announcing its financial results for the second quarter ended June 30, 2003. EX-99.1 3 e15265ex99_1.txt PRESS RELEASE Exhibit 99.1 Brooks Automation Reports Results for Fiscal 3rd Quarter Ended June 30, 2003 CHELMSFORD, Mass., July 23 /PRNewswire-FirstCall/ -- Brooks Automation, Inc. (Nasdaq: BRKS), which delivers total automation for semiconductor manufacturing and other industries, today announced results for the fiscal third quarter ended June 30, 2003. Revenues for the third quarter were $84.0 million, a 9.6 percent sequential decline from the preceding quarter revenues of $92.9 million. Bookings for the quarter were $73.4 million, a sequential decline of 14.4 percent from the preceding quarter bookings of $85.7 million. The company had estimated in its second quarter earnings report on April, 24, 2003 that in the third quarter both revenues and bookings would decline in the range of 10 to 15 percent from second quarter results. The net loss for the third quarter on a GAAP ("Generally Accepted Accounting Principles") basis was $36.4 million, or $0.99 per share, compared to a net loss on the same basis of $28.8 million, or $0.79 per share in the immediately preceding quarter. The GAAP loss included a restructuring charge of $20.7 million consisting of previously anticipated items of $7.0 million for severance and $3.2 million for divestiture of the company's Swiss subsidiary as well as an additional charge of $10.5 million taken after re- evaluation of lease obligations. The net loss for the third quarter on a "pro forma" basis, defined as net loss before amortization of acquired intangible assets and other acquisition and disposition related charges, net of income taxes, was $10.9 million or $0.29 per share, compared to the preceding quarter pro forma loss of $12.7 million or $0.34 per share, and better than the guidance of $0.35 to $0.40 loss per share. It has been the practice of Brooks and of many other companies as well to report pro forma financial results since management believes that presenting the operating results before taking into account such charges provides useful information to aid in understanding ongoing, recurring operations. As in previous earnings reports, a reconciliation of GAAP to pro forma losses for the quarter is included in the attached exhibits. The net cash balance at the end of the third quarter was $209.6 million, including cash, cash equivalents, short-term and long-term marketable securities, compared to a balance of $212.9 million in the immediately preceding quarter. Robert J. Therrien, chairman and chief executive officer of Brooks Automation, said: "The company continued to make good progress during the June quarter in achieving near term objectives for restructuring and managing the cash flow. The pro forma operating expenses for the third quarter decreased to $37.0 million, a $4.2 million reduction from the preceding quarter, as we again realized the benefits of our cost reduction efforts. The decline in the company's cash for the quarter was only $3 million despite significant cash expenditures of $11 million related to restructuring and $4 million for a semi-annual interest payment. We were able to achieve this by continuing to focus on reducing our working capital. Since finishing the December 2002 quarter with a cash balance of $215 million, the decline in cash for the March and June quarters combined was less than $6 million. We will complete essentially all the workforce reductions as well as the facilities consolidations by the end of the September quarter, leaving us with fewer than 2,000 employees worldwide and 3 main manufacturing sites -- down from 3,300 employees and 14 sites one year ago -- as we drive towards our goal of reaching operating profitability by the end of the calendar year. We continue to leverage our world class manufacturing capability as a competitive advantage for the company. As a result, Brooks has successfully positioned itself as a leading provider of systems and custom manufacturing for its OEM customers, who are increasingly outsourcing their automation." Mr. Therrien reviewed some of the highlights of the third quarter: "Brooks introduced a number of new and enhanced products at SEMICON West earlier this month, including the OneFab(TM) AMHS (automated material handling system). We believe this new system is the most advanced fourth generation AMHS available today and when combined with industry-leading factory management and logistics software from Brooks, provides the most complete and robust factory automation solution for 300mm semiconductor manufacturers. The introduction of OneFab significantly improves Brooks' competitive position in several AMHS opportunities in the second half of this year. We hope to sustain the momentum from the excitement and interest generated by the recent launches of products such as the OneFab AMHS, the new iReticles(TM) software for managing critical reticle data, the enhanced equipment front end module FabExpress(TM) with high throughput 5-axis robot and industry-leading FixLoad(TM) loadport, the Particle Detection System for 100 percent inspection of reticles, the CleanFlow(TM) fan filter unit for mini-environments and a number of other offerings. The new flow of products and technology is essential for the company to maintain its number one position in semiconductor automation, as most recently reported by Dataquest in April 2003." Mr. Therrien commented on Brooks' business environment. "Even though visibility is still limited, we have reason to believe that bookings have bottomed in the June quarter and are likely to increase by as much as 10 to 15 percent in the next quarter as a number of semiconductor fabs begin investing in capital equipment. We expect revenues for the September quarter to be down 3 to 5 percent sequentially from the June quarter based on the lower bookings number in the preceding quarter. The GAAP loss for the September quarter is estimated to be in the range of $0.45 to $0.50 per share and pro forma loss to be in a range of $0.24 to $0.29 per share. While there are signs of a recovery for the semiconductor device sector in the second half of the year, capital equipment spending will likely lag the chip recovery and therefore we remain conservative in our planning and are staying focused on improving the operating leverage of the company and managing our cash for the next quarter." Q3 Fiscal 2003 Highlights -- Announced strategic alliance with Angstron Systems, Inc., a Santa Clara based start up company, to provide Brooks' vacuum tool system, the Gemini Express (GX) cluster tool platform, for Angstron's advanced ALD (atomic layer deposition) tool, the ATOMOS(TM). -- Announced Philips Advanced Metrology Systems, Inc., the metrology business unit of Royal Philips Electronics has purchased Brooks' atmospheric tool system, the integrated EFEM (equipment front-end module) and mini-environment system for Philips' advanced copper metrology tool, the Series 3300. -- Selected by a major Japanese semiconductor manufacturer to provide the FACTORYworks(TM) manufacturing execution system for its fab. -- Captured 12 new design-in wins for the quarter, of which 6 were for systems. -- Participated in SEMICON West from July 14-16, 2003, hosting a presentation for investors during the show on July 15. Introduced a number of new and enhanced products, highlighted by the unique OneFab(TM) AMHS, the industry's only fourth generation automated material handling system for 300mm semiconductor factory automation. -- Hosted the annual Analyst Day for financial analysts and shareholders on May 21, 2003, in Chelmsford, Massachusetts. Conference Call Brooks Automation will host a conference call on Thursday, July 24 at 9:00 AM Eastern to review its fiscal third-quarter results. On the call, management will discuss the information contained in this announcement and answer related questions. Date: Thursday, July 24, 2003 Time: 9:00 a.m. Eastern, 8:00 a.m. Central, 7:00 a.m. Mountain, 6:00 a.m. Pacific Dial In #: (719) 457-2646 Passcode: 257426 Replay: (719) 457-0820 (beginning @ 2:00 p.m. Thursday, July 24, 2003) available 7 days Passcode: 257426 This call will also be Webcast live, and can be accessed through the Brooks investor relations web page at http://investor.brooks.com. Click on the link, Webcasts, and then the link for "Brooks Automation Fiscal 2003 Third Quarter Earnings Webcast". An archive of this Webcast will be made available following the conference call, and can be accessed for at least the next twelve months on the section for Webcasts at http://investor.brooks.com under the title "Brooks Automation Fiscal 2003 Third Quarter Earnings Webcast". Pro Forma Results In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles (GAAP), Brooks also discloses pro forma, or "non-GAAP", results of operations. These pro forma results are comprised of net income or net loss before the amortization of acquired intangible assets and other acquisition and disposition related charges, net of income taxes. Pro forma results are provided as a complement to the results provided in accordance with GAAP on the basis of management's belief that presenting the Company's operating results before taking such charges into account provides useful information to aid in understanding ongoing, recurring operations. About Brooks Automation, Inc. Brooks Automation (Nasdaq: BRKS) is a leading worldwide provider of automation solutions to the global semiconductor and related industries. The company's factory and tool automation hardware, software and professional services can manage every wafer, reticle and data movement in the fab, helping semiconductor chip manufacturers improve throughput and yield while reducing both cost and time to market. Brooks products and services are used in virtually every fab in the world. For more information, visit http://www.brooks.com. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Some statements in this release are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Brooks' financial results to differ materially from our expectations. They are based on the facts known to management at the time they are made. These forward-looking statements include statements regarding our revenue and profit and loss expectations, future level and sufficiency of our cash position, our future business strategy and market opportunities, improvements in our business, our restructuring and cost reduction activities, our integration of acquired businesses, demand for our products, bookings, backlog and design-ins and the general economic outlook. Factors that could cause results to differ from our expectations include the following: our dependence on the cyclical semiconductor industry; the possibility of further or future downturns in market demand for electronics (including especially the market for semiconductor products); further downturn in the economy of the United States and other countries brought about by the war in the Iraq or political tensions arising between Western nations and North Korea; the highly competitive nature and rapid technological change that characterizes the industries in which we compete; decisions by customers to cancel or defer orders that previously had been accepted; the fact that certain of the company's orders are non-binding; the timing and effectiveness of restructuring, cost-cutting and expense control measures, including activities such as facility consolidations and staffing reductions; the possibility of intense price competition and the possible resulting need to lower our prices to our customers and thereby possibly our revenue; the effect of being required to account for stock options as an expense; our ability to manage the effects of past or future acquisitions or divestitures, including the need to integrate acquired businesses successfully; our ability to protect our intellectual property; the possibility that the value of certain acquired assets or businesses may have to be written down in light of prevailing market conditions; the impact of the outbreak of SARS in various parts of the world; and other factors and other risks that we have described in our filings with the Securities and Exchange Commission, including but not limited to Brooks' Annual Report on Form 10-K and our quarterly reports on Form 10-Q. As a result there can be no assurance that our future results will not be materially different from those projected. Brooks expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based. Brooks undertakes no obligation to update the information contained in this press release. All trademarks contained herein are the property of their respective owners. BROOKS AUTOMATION, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) June 30, September 30, 2003 2002 (unaudited) ASSETS Cash, cash equivalents and marketable securities $139,790 $150,650 Accounts receivable, net 67,477 89,150 Inventories 58,179 78,193 Other current assets 14,657 15,560 Total current assets 280,103 333,553 Property, plant and equipment, net 67,696 84,792 Long-term marketable securities 69,856 95,087 Intangible assets, net 120,268 118,804 Other assets 9,793 25,261 Total assets $547,716 $657,497 LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY Current liabilities $142,624 $157,215 Convertible subordinated notes 175,000 175,000 Other long-term liabilities 23,229 16,554 Total liabilities 340,853 348,769 Minority interests 704 493 Stockholders' equity 206,159 308,235 Total liabilities, minority interests and stockholders' equity $547,716 $657,497 Cash, cash equivalents, short- term and long-term marketable securities June 30, 2003 $209,646 March 31, 2003 $212,933 December 31, 2002 $214,973 September 30, 2002 $245,737 June 30, 2002 $286,721 BROOKS AUTOMATION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three months ended Nine months ended June 30, June 30, 2003 2002 2003 2002 Revenues $84,045 $85,762 $261,864 $201,068 Cost of revenues 56,451 59,090 185,244 134,704 Gross profit 27,594 26,672 76,620 66,364 Operating expenses: Research and development 18,103 20,679 57,531 50,254 Selling, general and administrative 21,697 28,244 78,825 66,228 Acquisition-related and restructuring charges 20,742 10,817 46,566 10,926 60,542 59,740 182,922 127,408 Loss from operations before amortization of acquired intangible assets (32,948) (33,068) (106,302) (61,044) Amortization of acquired intangible assets 940 5,522 3,928 11,711 Loss from operations (33,888) (38,590) (110,230) (72,755) Interest (income) expense, net 1,758 184 4,107 2 Other (income) expense, net 754 (400) 16,789 (1,045) Loss before income taxes and minority interests (36,400) (38,374) (131,126) (71,712) Income tax provision (benefit) 16 (14,207) 4,884 (24,964) Loss before minority interests (36,416) (24,167) (136,010) (46,748) Minority interests in earnings (loss) of consolidated subsidiary 18 30 211 (90) Net loss attributable to common stockholders $(36,434) $(24,197) $(136,221) $(46,658) Loss per share attributable to common stockholders: Basic $(0.99) $(0.89) $(3.72) $(2.08) Diluted $(0.99) $(0.89) $(3.72) $(2.08) Shares used in computing loss per share attributable to common stockholders: Basic 36,873 27,341 36,638 22,448 Diluted 36,873 27,341 36,638 22,448 Pro Forma Net Loss Before Amortization of Acquired Intangible Assets and Other Acquisition and Disposition Related Charges Net loss attributable to common stockholders before amortization of acquired intangible assets and other acquisition and disposition related charges, net of taxes $(10,861) $(12,282) $(47,545) $(29,195) Net loss attributable to common stockholders before amortization of acquired intangible assets and other acquisition and disposition related charges, net of taxes, assuming dilution $(10,861) $(12,282) $(47,545) $(29,195) Loss per share attributable to common stockholders before amortization of acquired intangible assets and other acquisition and disposition related charges, net of taxes Basic $(0.29) $(0.45) $(1.30) $(1.30) Diluted $(0.29) $(0.45) $(1.30) $(1.30) Shares used in computing loss per share attributable to common stockholders before amortization of acquired intangible assets and other acquisition and disposition related charges, net of taxes Basic 36,873 27,341 36,638 22,448 Diluted 36,873 27,341 36,638 22,448 BROOKS AUTOMATION, INC. CALCULATION OF PRO FORMA NET LOSS BEFORE AMORTIZATION OF ACQUIRED INTANGIBLE ASSETS AND OTHER ACQUISITION AND DISPOSITION RELATED CHARGES FOR THE THREE MONTHS ENDED JUNE 30, 2003 (in thousands, except per share data) (unaudited) U.S. GAAP Adjustments Pro Forma Revenues $84,045 $- $84,045 Cost of revenues 56,451 1,057 (A) 55,394 Gross profit 27,594 (1,057) 28,651 Operating expenses: Research and development 18,103 1,005 (B) 17,098 Selling, general and administrative 21,697 1,829 (C) 19,868 Acquisition-related and restructuring charges 20,742 20,742 - 60,542 23,576 36,966 Loss from operations before amortization of acquired intangible assets (32,948) (24,633) (8,315) Amortization of acquired intangible assets 940 940 - Loss from operations (33,888) (25,573) (8,315) Interest (income) expense, net 1,758 - 1,758 Other (income) expense, net 754 - 754 Loss before income taxes and minority interests (36,400) (25,573) (10,827) Income tax provision (benefit) 16 - 16 Loss before minority interests (36,416) (25,573) (10,843) Minority interests in earnings (loss) of consolidated subsidiary 18 - 18 Net loss attributable to common stockholders $(36,434) $(25,573) $(10,861) Loss per share attributable to common stockholders: Basic $(0.99) $(0.29) Diluted $(0.99) $(0.29) Shares used in computing loss per share attributable to common stockholders: Basic 36,873 36,873 Diluted 36,873 36,873 Adjustments include amortization of acquired intangible assets and other acquisition and disposition related charges. (A) Comprised of: Deferred compensation expense - IAS $194 Deferred compensation expense - PRI 863 $1,057 (B) Comprised of: Deferred compensation expense - PRI $759 Deferred compensation expense - KLA 246 $1,005 (C) Comprised of: Deferred compensation expense - PRI $1,829 $1,829 Contact: Mark Chung Director of Investor Relations Brooks Automation, Inc. Telephone: (978) 262-2459 mark.chung@brooks.com SOURCE Brooks Automation, Inc. -0- 07/23/2003 /CONTACT: Mark Chung, Director of Investor Relations of Brooks Automation, Inc., +1-978-262-2459, mark.chung@brooks.com/ /Web site: http://www.brooks.com / (BRKS) CO: Brooks Automation, Inc. ST: Massachusetts, Canada IN: CPR SEM SU: ERN CCA -----END PRIVACY-ENHANCED MESSAGE-----