-----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, CgFy4x2JmFhwvLYblGSPIFc27Yyt0fYp50AozJjjY9GSRgNjbG/a3F9wsPfMRfuL EN7ofhZ63FyyDk76UmTG6A== 0000891092-04-002204.txt : 20040504 0000891092-04-002204.hdr.sgml : 20040504 20040504122119 ACCESSION NUMBER: 0000891092-04-002204 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040503 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040504 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: 04776355 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 e17742_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) May 3, 2004 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 May 3, 2004 of Brooks Automation, Inc. (the "Company") announcing a legal settlement in Israel. Item 12. Results of Operations and Financial Condition. On May 3, 2004, the Company issued a press release announcing a legal settlement in Israel. 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 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 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: May 3, 2004 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 May 3, 2004 of Brooks Automation, Inc. announcing a legal settlement in Israel. EX-99.1 2 e17742ex99_1.txt PRESS RELEASE Exhibit 99.1 Brooks Automation Announces Legal Settlement in Israel CHELMSFORD, Mass., May 3 /PRNewswire-FirstCall/ -- Brooks Automation, Inc. (Nasdaq: BRKS), which creates manufacturing efficiency for the semiconductor and other complex manufacturing industries, today announced that on April 28, 2004 Brooks was notified by letter that a legal settlement had been concluded against it in Israel in the amount of approximately $700,000. As previously disclosed in periodic filings with the Securities and Exchange Commission, the legal proceeding arose out of a dispute between PRI Automation, Inc. ("PRI"), prior to the acquisition of PRI by Brooks, and an Israeli engineering services firm. The dispute pertained to an arrangement under which PRI engaged the services of the Israeli firm to obtain workers to perform work on a contract basis for PRI in Israel in 1997. Those workers were later hired by PRI as direct employees, and the Israeli firm subsequently filed suit alleging contractual violations and other damages. Brooks anticipates making payment of the full amount of the settlement to the Israeli firm during May 2004. Because this resolution provides additional evidence with respect to the expense associated with the previously disclosed legal proceeding, Brooks will record the expense associated with the payment of this settlement in the fiscal quarter ended March 31, 2004. The financial tables attached to this release show the impact of this expense on previously announced financial results released by Brooks on April 22, 2004. All trademarks contained herein are the property of their respective owners. Contact: Mark Chung Director of Investor Relations Brooks Automation, Inc. Telephone: (978) 262-2459 mark.chung@brooks.com BROOKS AUTOMATION, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) March 31, September 30, 2004 2003 ASSETS Cash, cash equivalents and marketable securities $199,817 $129,480 Accounts receivable, net 103,379 69,374 Inventories 80,447 53,212 Other current assets 10,802 17,946 Total current assets 394,445 270,012 Property, plant and equipment, net 60,587 64,825 Long-term marketable securities 109,991 69,108 Intangible assets, net 78,578 79,550 Other assets 9,384 9,206 Total assets $652,985 $492,701 LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY Current liabilities $165,684 $134,857 Convertible subordinated notes 175,000 175,000 Other long-term liabilities 18,699 19,851 Total liabilities 359,383 329,708 Minority interests 956 707 Stockholders' equity 292,646 162,286 Total liabilities, minority interests and stockholders' equity $652,985 $492,701 Cash, cash equivalents, short- term and long-term marketable securities March 31, 2004 $309,808 December 31, 2003 $312,680 September 30, 2003 $198,588 June 30, 2003 $209,646 March 31, 2003 $212,933 BROOKS AUTOMATION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Three months ended Six months ended March 31, March 31, 2004 2003 2004 2003 Revenues $137,984 $92,964 $220,530 $177,819 Cost of revenues 87,074 68,312 139,375 128,793 Gross profit 50,910 24,652 81,155 49,026 Operating expenses: Research and development 16,634 19,754 32,702 39,428 Selling, general and administrative 21,469 23,022 41,236 57,128 Acquisition-related and restructuring charges 2,168 4,728 2,168 25,824 40,271 47,504 76,106 122,380 Income (loss) from operations before amortization of acquired intangible assets 10,639 (22,852) 5,049 (73,354) Amortization of acquired intangible assets 939 941 1,882 2,988 Income (loss) from operations 9,700 (23,793) 3,167 (76,342) Interest (income) expense, net 1,083 1,529 2,516 2,349 Other (income) expense, net 239 3,323 197 16,035 Income (loss) before income taxes and minority interests 8,378 (28,645) 454 (94,726) Income tax provision 1,829 53 2,842 4,868 Income (loss) before minority interests 6,549 (28,698) (2,388) (99,594) Minority interests in earnings of consolidated subsidiary 317 103 249 193 Net income (loss) $6,232 $(28,801) $(2,637) $(99,787) Income (loss) per share: Basic $0.14 $(0.79) $(0.06) $(2.73) Diluted $0.14 $(0.79) $(0.06) $(2.73) Shares used in computing income (loss) per share: Basic 44,412 36,682 41,417 36,521 Diluted 44,995 36,682 41,417 36,521 Pro Forma Net Income (loss) Before Amortization of Acquired Intangible Assets and Other Acquisition and Disposition Related Charges Net income (loss) before amortization of acquired intangible assets and other acquisition and disposition related charges, net of taxes $10,829 $(12,652) $3,861 $(36,684) Income (loss) per share before amortization of acquired intangible assets and other acquisition and disposition related charges, net of taxes Basic $0.24 $(0.34) $0.09 $(1.00) Diluted $0.24 $(0.34) $0.09 $(1.00) Shares used in computing income (loss) per share before amortization of acquired intangible assets and other acquisition and disposition related charges, net of taxes Basic 44,412 36,682 41,417 36,521 Diluted 44,995 36,682 42,036 36,521 BROOKS AUTOMATION, INC. CALCULATION OF PRO FORMA NET INCOME BEFORE AMORTIZATION OF ACQUIRED INTANGIBLE ASSETS AND OTHER ACQUISITION AND DISPOSITION RELATED CHARGES FOR THE THREE MONTHS ENDED MARCH 31, 2004 (in thousands, except per share data) (unaudited) U.S. GAAP Adjustments Pro Forma Revenues $137,984 $- $137,984 Cost of revenues 87,074 - 87,074 Gross profit 50,910 - 50,910 Operating expenses: Research and development 16,634 10 (A) 16,624 Selling, general and administrative 21,469 772 (B) 20,697 Acquisition-related and restructuring charges 2,168 2,168 - 40,271 2,950 37,321 Income from operations before amortization of acquired intangible assets 10,639 (2,950) 13,589 Amortization of acquired intangible assets 939 939 - Income from operations 9,700 (3,889) 13,589 Interest (income) expense, net 1,083 - 1,083 Other (income) expense, net 239 708 (C) (469) Income before income taxes and minority interests 8,378 (4,597) 12,975 Income tax provision 1,829 - 1,829 Income before minority interests 6,549 (4,597) 11,146 Minority interests in earnings of consolidated subsidiary 317 - 317 Net income $6,232 $(4,597) $10,829 Income per share: Basic $0.14 $0.24 Diluted $0.14 $0.24 Shares used in computing income per share: Basic 44,412 44,412 Diluted 44,995 44,995 Adjustments include amortization of acquired intangible assets and other acquisition and disposition related charges. (A) Comprised of: Deferred compensation expense - IAS $10 $10 (B) Comprised of: Deferred compensation expense - IAS $772 $772 (C) Comprised of: Legal settlement - PRI $708 $708 BROOKS AUTOMATION, INC. CALCULATION OF PRO FORMA NET INCOME BEFORE AMORTIZATION OF ACQUIRED INTANGIBLE ASSETS AND OTHER ACQUISITION AND DISPOSITION RELATED CHARGES FOR THE SIX MONTHS ENDED MARCH 31, 2004 (in thousands, except per share data) (unaudited) U.S. GAAP Adjustments Pro Forma Revenues $220,530 $- $220,530 Cost of revenues 139,375 237 (A) 139,138 Gross profit 81,155 (237) 81,392 Operating expenses: Research and development 32,702 229 (B) 32,473 Selling, general and administrative 41,236 1,274 (C) 39,962 Acquisition-related and restructuring charges 2,168 2,168 - 76,106 3,671 72,435 Income from operations before amortization of acquired intangible assets 5,049 (3,908) 8,957 Amortization of acquired intangible assets 1,882 1,882 - Income from operations 3,167 (5,790) 8,957 Interest (income) expense, net 2,516 - 2,516 Other (income) expense, net 197 708 (D) (511) Income before income taxes and minority interests 454 (6,498) 6,952 Income tax provision 2,842 - 2,842 Income (loss) before minority interests (2,388) (6,498) 4,110 Minority interests in earnings of consolidated subsidiary 249 - 249 Net income (loss) $(2,637) $(6,498) $3,861 Income (loss) per share: Basic $(0.06) $0.09 Diluted $(0.06) $0.09 Shares used in computing income (loss: per share: Basic 41,417 41,417 Diluted 41,417 42,036 Adjustments include amortization of acquired intangible assets and other acquisition and disposition related charges. (A) Comprised of: Deferred compensation expense - PRI $237 $237 (B) Comprised of: Deferred compensation expense - PRI $208 Deferred compensation expense - IAS 21 $229 (C) Comprised of: Deferred compensation expense - IAS $772 Deferred compensation expense - PRI 502 $1,274 (D) Comprised of: Legal settlement - PRI $708 $708 SOURCE Brooks Automation, Inc. -0- 05/03/2004 /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, Israel IN: CPR SEM SU: ERN LAW -----END PRIVACY-ENHANCED MESSAGE-----