-----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, QjI2tw/fe79AWeGwHmDQXgQ/QWNwTxc6CT1AmJQas/JMe6pMPbrCY2XQlPXMruA8 4P1h3awgWj1FHqS7d339nw== 0000891092-03-003075.txt : 20031030 0000891092-03-003075.hdr.sgml : 20031030 20031030084402 ACCESSION NUMBER: 0000891092-03-003075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031003 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031030 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: 03965177 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 e16065_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) October 30, 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 October 30, 2003 of Brooks Automation, Inc. (the "Company") announcing its financial results for the fiscal fourth quarter ended September 30, 2003. Item 12. Results of Operations and Financial Condition. October 29, 2003, the Company issued a press release announcing its financial results for the fiscal fourth quarter ended September 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 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: October 30, 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 October 30, 2003 of Brooks Automation, Inc. announcing its financial results for the fiscal fourth quarter ended September 30, 2003. EX-99.1 3 e16065ex99_1.txt PRESS RELEASE Exhibit 99.1 Brooks Automation Reports Fiscal 2003 Fourth-Quarter and Full-Year Results CHELMSFORD, Mass., Oct. 30 /PRNewswire-FirstCall/ -- Brooks Automation, Inc. (Nasdaq: BRKS), which delivers total automation for semiconductor and other complex manufacturing industries, today announced results for the fiscal fourth quarter and fiscal year ended September 30, 2003. Results were generally in-line with expectations set in the preceding quarter. Revenues for the fourth quarter were $81.7 million, a decline of 2.7 percent from the preceding quarter revenues of $84.0 million. Revenues for fiscal year 2003 were $343.6 million. Bookings for the quarter were $83.1 million, a sequential increase of 13.2 percent over the preceding quarter bookings of $73.4 million. Bookings for fiscal year 2003 were $323.1 million. The net loss for the fourth quarter on a GAAP ("Generally Accepted Accounting Principles") basis was $49.5 million, or $1.33 per share, compared to a net loss on the same basis of $36.4 million, or $0.99 per share in the immediately preceding quarter. The GAAP loss in the fourth quarter included a non-cash charge of $39.9 million for the impairment of goodwill upon completion of our annual impairment test as required by FAS 142, "Goodwill and Other Intangible Assets." The tangible book value of the company was not affected by the impairment charge. The net GAAP loss for fiscal 2003 was $185.8 million or $5.05 per share, compared to a loss of $720.0 million in fiscal 2002 or $27.90 per share on the same basis. The net loss for the fourth 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 $7.2 million or $0.19 per share, compared to the preceding quarter pro forma loss of $10.9 million or $0.29 per share. It has been the practice of Brooks 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 and the year is included in the attached exhibits. The net cash balance at the end of the fourth quarter was $198.6 million, including cash, cash equivalents, short-term and long-term marketable securities. Robert J. Therrien, chairman and chief executive officer of Brooks Automation, said: "The just-concluded fourth quarter was positive for Brooks in a number of areas as we met or exceeded many of our short-term objectives for the quarter. The company's bookings came off the June bottom and grew 13.2 percent quarter-over-quarter while revenues decreased slightly from the preceding quarter, both in accordance with our previous guidance. We continued to keep a tight rein on costs, reducing our quarterly pro forma operating expenses from $37.0 million in the June quarter to $33.1 million in the September quarter. On a broader scale, we are encouraged by signs that the semiconductor industry is gathering momentum for a recovery cycle in the next 6 to 12 months. The rapid adoption of new technologies such as the transition to 300mm wafers, the shrinking size of the transistors, implementation of new materials and fab capacity utilization levels further support our view that semiconductor capital expenditures are likely to increase in 2004. As the semiconductor industry's largest independent automation supplier, Brooks is well-positioned to participate significantly in the next investment cycle." Mr. Therrien reviewed some of the highlights of the fourth quarter and fiscal year 2003: "Operationally, we have stayed focused on consolidating our factories into three main sites and strengthening our manufacturing capabilities, which we believe will result in a significant competitive advantage when the industry ramps up. Our operating expense for the quarter has been reduced by approximately $25 million compared to September 2002, primarily through our consolidation efforts including a net reduction in workforce from approximately 3,000 to 1,878 employees. We believe we have improved our market position in our core OEM business during this downturn, and stand to benefit from the continued outsourcing trend of top tier customers, who look to work with Brooks to closely couple our design and manufacturing capability to their benefit. This enables our OEM customers to focus on their value proposition -- process development, process integration and customer services. On the fab end user side of the business, we continue to do business with nearly every 300mm fab with our broad offering of factory hardware and software across a diverse customer base ranging from DRAM to logic semiconductor manufacturers, as well as flat panel display customers and other industries." Mr. Therrien commented on Brooks' business environment. "The timing of several large projects that impact our revenues are scheduled to close at the end of the December quarter and may push into the March quarter. As a result, we are guiding revenues for the December quarter to be flat sequentially from the September quarter, while bookings are expected to increase approximately 10 percent quarter-over-quarter. The GAAP loss for the December quarter is estimated to be in the range of $0.28 to $0.35 per share and pro forma loss to be essentially unchanged from the September quarter at the current revenue level. We remain focused in the near term on improving the operating margins of the company and managing our cash, and as we head into a market upturn in the next few quarters, we hope to gain significant operating leverage and further solidify our market share while delivering more value to our customers and shareholders." Q4 Fiscal 2003 Highlights -- Announced the new OneFab AMHS 300mm solution at Semicon West in July and subsequently introduced the system to customers in the United States, Asia and Europe. -- Received large order for factory automation hardware from a new 300mm DRAM fab in Taiwan. -- Shipped the first EFEM to a large OEM as part of their new outsourced automation systems model. -- Shipped the first HX 7000 flat panel display cluster tool platform to a Korean customer. -- Captured 12 new design-in wins during the quarter. -- Shipped the first new GXT 9000 300mm double cluster tool to an OEM customer. -- Shipped the 10,000th Brooks 300mm loadport during the quarter. -- Received order for 200mm SMIF expansion from a fab in southeast Asia. -- Received add-on AMHS expansion orders from 2 customers. -- Received orders from 2 different customers, one in the US and one in Japan, for multiple site licenses of MES software as corporate-wide standards. -- Received orders for RTD software licenses for multiple sites from an European semiconductor manufacturer. -- Elected Edward C. Grady, president and chief operating officer of Brooks Automation, to Brooks' Board of Directors, on September 18, 2003. -- Elected A. Clinton Allen of Needham, Massachusetts and John K. McGillicuddy of Wayland, Massachusetts to the Board of Directors of Brooks effective October 1, 2003. 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. Conference Call Brooks Automation will host a conference call on October 30, 2003 at 9:00 AM Eastern to review its fiscal fourth quarter results. On the call, management will discuss the information contained in this announcement and answer related questions. Conference Call Date: Thursday, October 30, 2003 Time: 9:00 a.m. Eastern 8:00 a.m. Central 7:00 a.m. Mountain 6:00 a.m. Pacific Dial in #: (913) 981-4913 Passcode: 566751 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 Fourth Quarter Earnings Webcast". An archive of the Webcast will be made available following the call, and can be accessed for the next twelve months on the section for Webcasts at http://investor.brooks.com under the title "Brooks Automation Fiscal 2003 Fourth Quarter Earnings Webcast". A telephone replay will also be made available following the call at the following number: (719) 457-0820, beginning @ 2:00 p.m. Thursday, October 30, 2003, and available 7 days. The passcode for the replay is: 566751. About Brooks Automation, Inc. Brooks Automation (Nasdaq: BRKS) is a leading worldwide provider of automation solutions to the global semiconductor and other complex manufacturing 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 sufficiency of our cash position, our future business strategy and market opportunities, improvements in our business, level of capital expenditures in the semiconductor industry, demand for our products, and the outlook of the general economy and the semiconductor industry. 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); 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; decisions by customers to reject the products we ship to them; the fact that design-in wins do not necessarily translate to significant revenue; the timing and effectiveness of restructuring, cost-cutting and expense control measures; intense price competition; possible disputes concerning intellectual property; continuing uncertainties in global political and economic conditions; the possibility that the value of certain acquired assets or businesses may have to be written down in light of prevailing market conditions and other factors; 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 we can provide 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) September 30, September 30, 2003 2002 ASSETS Cash, cash equivalents and marketable securities $124,999 $150,650 Accounts receivable, net 69,374 89,150 Inventories 53,212 78,193 Other current assets 22,427 15,560 Total current assets 270,012 333,553 Property, plant and equipment, net 64,825 84,792 Long-term marketable securities 69,108 95,087 Intangible assets, net 79,550 118,804 Other assets 9,206 25,261 Total assets $492,701 $657,497 LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY Current liabilities $134,857 $157,215 Convertible subordinated notes 175,000 175,000 Other long-term liabilities 19,851 16,554 Total liabilities 329,708 348,769 Minority interests 707 493 Stockholders' equity 162,286 308,235 Total liabilities, minority interests and stockholders' equity $492,701 $657,497 Cash, cash equivalents, short-term and long-term marketable securities September 30, 2003 $198,588 June 30, 2003 $209,646 March 31, 2003 $212,933 December 31, 2002 $214,973 September 30, 2002 $245,737 BROOKS AUTOMATION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Three months ended Twelve months ended September 30, September 30, 2003 2002 2003 2002 (unaudited) Revenues $81,746 $103,186 $343,610 $304,254 Cost of revenues 54,700 86,506 239,944 221,210 Gross profit 27,046 16,680 103,666 83,044 Operating expenses: Research and development 15,363 24,801 72,894 75,055 Selling, general and administrative 19,483 34,977 98,308 101,205 Acquisition-related and restructuring charges (309) 24,106 46,257 35,032 34,537 83,884 217,459 211,292 Loss from operations before amortization of acquired intangible assets (7,491) (67,204) (113,793) (128,248) Amortization of acquired intangible assets 40,677 487,859 44,605 499,570 Loss from operations (48,168) (555,063) (158,398) (627,818) Interest expense, net 1,868 448 5,975 450 Other (income) expense, net (522) 189 16,267 (856) Loss before income taxes and minority interests (49,514) (555,700) (180,640) (627,412) Income tax provision 22 117,780 4,9069 2,816 Loss before minority interests (49,536) (673,480) (185,546) (720,228) Minority interests in earnings (loss) of consolidated subsidiary 3 (184) 214 (274) Net loss attributable to common stockholders $(49,539) $(673,296) $ (185,760) $(719,954) Loss per share attributable to common stockholders: Basic $(1.33) $(18.76) $(5.05) $(27.90) Diluted $(1.33) $(18.76) $(5.05) $(27.90) Shares used in computing loss per share attributable to common stockholders: Basic 37,180 35,885 36,774 25,807 Diluted 37,180 35,885 36,774 25,807 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 $(7,169) $(16,326) $ (54,714) $(45,521) Net loss attributable to common stockholdersbefore amortization of acquired intangible assets and other acquisition and disposition related charges, net of taxes, assuming dilution $(7,169) $(16,326) $ (54,714) $(45,521) Loss per share attributable to common stockholders before amortization of acquired intangible assets and other acquisition and disposition related charges, net of taxes Basic $(0.19) $(0.45) $(1.49) $(1.76) Diluted $(0.19) $(0.45) $(1.49) $(1.76) Shares used in computing loss per shareattributable to common stockholders before amortization of acquired intangible assets and other acquisition and disposition related charges, net of taxes Basic 37,180 35,885 36,774 25,807 Diluted 37,180 35,885 36,774 25,807 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 SEPTEMBER 30, 2003 (in thousands, except per share data) (unaudited) U.S. GAAP Adjustments Pro Forma Revenues $81,746 $- $81,746 Cost of revenues 54,700 285(A) 54,415 Gross profit 27,046 (285) 27,331 Operating expenses: Research and development 15,363 280(B) 15,083 Selling, general and administrative 19,483 1,437(C) 18,046 Acquisition-related and restructuring charges (309) (309) - 34,537 1,408 33,129 Loss from operations before amortization of acquired intangible assets (7,491) (1,693) (5,798) Amortization of acquired intangible assets 40,677 40,677 - Loss from operations (48,168) (42,370) (5,798) Interest expense, net 1,868 - 1,868 Other (income), net (522) - (522) Loss before income taxes and minority interests (49,514) (42,370) (7,144) Income tax provision 22 - 22 Loss before minority interests (49,536) (42,370) (7,166) Minority interests in earnings of consolidated subsidiary 3 - 3 Net loss attributable to common stockholders $(49,539) $(42,370) $(7,169) Loss per share attributable to common stockholders: Basic $(1.33) $(0.19) Diluted $(1.33) $(0.19) Shares used in computing loss per share attributable to common stockholders: Basic 37,180 37,180 Diluted 37,180 37,180 Adjustments include amortization of acquired intangible assets and other acquisition and disposition related charges. (A) Comprised of: Deferred compensation expense - IAS $11 Deferred compensation expense - PRI 274 $285 (B) Comprised of: Deferred compensation expense - PRI $242 Deferred compensation expense - KLA 38 $280 (C) Comprised of: Deferred compensation expense - IAS $855 Deferred compensation expense - PRI 582 $1,437 BROOKS AUTOMATION, INC. CALCULATION OF PRO FORMA NET LOSS BEFORE AMORTIZATION OF ACQUIRED INTANGIBLE ASSETS AND OTHER ACQUISITION AND DISPOSITION RELATED CHARGES FOR THE YEAR ENDED SEPTEMBER 30, 2003 (in thousands, except per share data) (unaudited) U.S. GAAP Adjustments Pro Forma Revenues $343,610 $- $343,610 Cost of revenues 239,944 9,353(A) 230,591 Gross profit 103,666 (9,353) 113,019 Operating expenses: Research and development 72,894 2,907(B) 69,987 Selling, general and administrative 98,308 12,176(C) 86,132 Acquisition-related and restructuring charges 46,257 46,257 - 217,459 61,340 156,119 Loss from operations before amortization of acquired intangible assets (113,793) (70,693) (43,100) Amortization of acquired intangible assets 44,605 44,605 - Loss from operations (158,398) (115,298) (43,100) Interest expense, net 5,975 - 5,975 Other expense, net 16,267 14,805(D) 1,462 Loss before income taxes and minority interests (180,640) (130,103) (50,537) Income tax provision 4,906 943 3,963 Loss before minority interests (185,546) (131,046) (54,500) Minority interests in earnings (loss) of consolidated subsidiary 214 - 214 Net loss attributable to common stockholders $(185,760) $(131,046) $(54,714) Loss per share attributable to common stockholders: Basic $(5.05) $(1.49) Diluted $(5.05) $(1.49) Shares used in computing loss per share attributable to common stockholders: Basic 36,774 36,774 Diluted 36,774 36,774 Adjustments include amortization of acquired intangible assets and other acquisition and disposition related charges. (A) Comprised of: Adjustments to inventory $5,526 Accelerated depreciation on property, plant and equipment 1,556 Retention 225 Deferred compensation expense - IAS 225 Deferred compensation expense - PRI 1,821 $9,353 (B) Comprised of: Accelerated depreciation on property, plant and equipment $493 Deferred compensation expense - PRI 1,697 Deferred compensation expense - KLA 717 $2,907 (C) Comprised of: Accelerated depreciation on property, plant and equipment $7,319 Deferred compensation expense - IAS 891 Deferred compensation expense - PRI 3,966 $12,176 (D) Comprised of: Loss on disposal of Shinsung warrants $11,543 Loss on disposal of Shinsung shares 3,025 Other 237 $14,805 Contact: Mark Chung Director of Investor Relations Brooks Automation, Inc. Telephone: (978) 262-2459 mark.chung@brooks.com SOURCE Brooks Automation, Inc. -0- 10/30/2003 /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 IN: CPR SEM SU: ERN CCA MAV -----END PRIVACY-ENHANCED MESSAGE-----