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 9, 2007

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)	(IRS Employer Identification No.)

15 Elizabeth Drive, Chelmsford, MA	01824
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (978) 262-2400.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 2.02 Results of Operations and Financial Condition
	ITEM 9.01 Financial Statements and Exhibits
	SIGNATURES
	EXHIBIT INDEX
Ex-99.1 Press Release issued on May 9, 2007.

ITEM 2.02 Results of Operations and Financial Condition

On May 9, 2007, Brooks Automation, Inc. announced via press release its financial results for the fiscal second quarter ended March 31, 2007. A copy of the press release is attached hereto as Exhibit 99.1.

Limitation on Incorporation by Reference. The information furnished in this Item 2.02 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 this 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.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release issued on May 9, 2007 by Brooks Automation, Inc., announcing its financial results for the fiscal second quarter ended March 31, 2007.

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 hereunto duly authorized.

BROOKS AUTOMATION, INC.
 

/s/ Thomas S. Grilk  

Thomas S. Grilk 

Senior Vice President, General Counsel and Secretary 

Date: May 9, 2007

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued on May 9, 2007.

EX-99.1

Contact:
Mark Chung
Brooks Automation, Inc.
Telephone: (978) 262-2459
mark.chung@brooks.com

          Brooks Automation Reports Results for Fiscal Q2 2007 Ended March 31, 2007

• GAAP net income for Q2 increases to $107.8 million and $1.43 GAAP EPS

• Revenues increase to $194.9 million up 31% from year-ago

• Bookings increase to $213.9 million up 29% from year-ago

• Sale of Software Division to Applied Materials completed March 30, 2007

CHELMSFORD, MA, May 9, 2007 — Brooks Automation, Inc. (NASDAQ: BRKS), which helps create manufacturing efficiency for the semiconductor and other complex industries, today announced the results for its second quarter of fiscal 2007 ended March 31, 2007. The results discussed below unless otherwise noted relate to continuing operations for Brooks after the completion of the sale of its software division, which for financial reporting purposes has been treated as discontinued operations.

Revenues for the second quarter of 2007 were $194.9 million, an increase of 31 percent over year-ago revenues for the second quarter of 2006 of $148.8 million. The increase reflects additional revenues of approximately $22 million related to the acquisition of Synetics Solutions. Revenues increased 2 percent sequentially over the preceding quarter revenues of $191.4 million.

Bookings for the second quarter of 2007 were $213.9 million, an increase of 29 percent over year-ago bookings for the second quarter of 2006 of $166.0 million, and an increase of 31 percent over the preceding quarter bookings of $163.9 million.

Net income for the second quarter of 2007 on a Generally Accepted Accounting Principles (GAAP) was $107.8 million, or $1.43 per diluted share, compared to a year-ago GAAP net income of $4.4 million, or $0.06 per share, and GAAP net income in the preceding quarter of $22.1 million, or $0.30 per diluted share.

Non-GAAP income from continuing operations in Q2 was $22.6 million or $0.30 per diluted share inclusive of stock option expenses but excluding $6.9 million related to restructuring, amortization of completed technology and amortization of acquired intangible assets, as well as income of $92.0 million related to discontinued operations and gain on the sale of discontinued operations. A reconciliation of GAAP to non-GAAP results is provided elsewhere in this release.

During the quarter, Brooks completed the sale of its software division to Applied Materials on March 30, 2007.

Creating Manufacturing Efficiency. Accelerating Your Profit.

Press Release

Edward C. Grady, president and chief executive officer of Brooks Automation, said, “Brooks continued to enjoy robust demand for our products and services during the just-concluded March quarter. Our bookings grew strongly to a new record level of $213.9 million driven especially by market share gains at key customers and strong demand for our tool automation and vacuum products. One of our fastest growing product lines is our vacuum automation systems business led by our new Marathon 2™ platform that is gaining acceptance in the market. In addition, our vacuum cryopump continued its market-leading performance with 3 new design-in wins at Asian fabs for ion implant. We remain focused on growth, profitability and delivering value to our customers, shareholders and employees.”

Company Guidance for Q3 2007 Ending June 30, 2007

• Revenues are expected to be in the range of $190 to $200 million.

• GAAP EPS is expected to be in the range of $0.23 to $0.27 per share, which includes approximately $0.05 per share in certain charges and special items comparable to those referenced with respect to Q2.

Discussion of Non-GAAP Financials

The financial results that exclude certain charges and special items are not in accordance with GAAP. Management believes the presentation of non-GAAP financial measures, which exclude the costs associated with acquisitions and other special items, is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results.

A detailed reconciliation of the GAAP to the non-GAAP financials is provided with the financial tables.

Conference Call and Webcast

Brooks Automation will host a conference call at 4:30 p.m. Eastern on Wednesday, May 9, 2007 to discuss the results of Q2 2007.

Conference Call Date:	Wednesday, May 9, 2007
Time:	4:30 p.m. Eastern
Dial in #:	(913) 312-1294
Passcode:	6972467

A live Webcast of this conference call will be available in the investor relations section of the Brooks Automation web site, http://investor.brooks.com under the title “Brooks Automation Second Quarter of Fiscal 2007 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 Second Quarter of Fiscal 2007

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Press Release

Earnings Webcast.” A telephone replay will also be made available following the call at the following number: (719) 457-0820 beginning at 7:00 p.m. Eastern, May 9, 2007, and available 7 days. The passcode for the replay is 6972467.

About Brooks Automation, Inc.

Brooks is a leading worldwide provider of automation solutions and integrated subsystems to the global semiconductor and related industries. The company’s advanced offerings in hardware and services can help customers improve manufacturing efficiencies, accelerate time-to-market and reduce cost of ownership. Brooks products and global services are used in virtually every semiconductor fab in the world as well as in a number of diverse industries outside of semiconductor manufacturing. For more information, visit http://www.brooks.com.

Safe Harbor Statement under Section 21E of the Securities Exchange Act of 1934.

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 and business 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 bookings, revenues, and profit and loss expectations, expected restructuring charges and other charges, our future business strategy and market opportunities, level of capital expenditures and bookings expectations in the semiconductor and discrete manufacturing industries, demand for our new and existing products, purchasing and manufacturing trends among semiconductor manufacturing OEMs, the benefits of the acquisitions of Synetics and Helix, our strategy of sourcing from low cost regions, and the outlook of 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 downturns in market demand for electronics; our possible inability to meet increased demand for our products due to difficulties in obtaining components and materials from our suppliers in required quantities and of required quality; a decision by semiconductor manufacturing OEMs not to outsource increasing amounts of their manufacturing operations; our ability to continue to effectively implement our flexible manufacturing model and our supply chain consolidation; the highly competitive nature and rapid technological change that characterizes the industries in which we compete; decisions by customers to accelerate delivery under or to cancel or defer orders that previously had been accepted; decisions by customers to reject the products we ship to them; the possibility that we may not be able to fulfill customer orders within a period of time acceptable to them; the fact that design-in wins do not necessarily translate to significant revenue; the timing and effectiveness of restructuring, cost-cutting, low cost sourcing and expense control measures; intense price competition; disputes concerning intellectual property; our ability to successfully integrate Synetics’ and Helix’s operations and employees; the risk that the cost savings and any other synergies from the Synetics and Helix acquisitions may not be fully realized or may take longer to realize than expected; the risk that possible disruption from the Synetics and Helix acquisitions will make it more difficult to maintain relationships with customers and employees;

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Press Release

continuing uncertainties in global political and economic conditions, especially arising out of conflict in the Middle East; the potential for the incurrence of material expense and the diversion of management’s attention from other business concerns created by pending investigations by the Securities and Exchange commission and the Department of Justice; and other antitrust authorities 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 Forms 10-K and 10-K/A, current reports on Form 8-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.

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Press Release

BROOKS AUTOMATION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)

	March 31,		September 30,
	2007		2006
ASSETS
Cash, cash equivalents and marketable securities	$	313,158	$	184,053
Accounts receivable, net		137,548		113,440
Inventories		104,820		99,854
Other current assets		22,501		35,465
Total current assets		578,027		432,812
Property, plant and equipment, net		79,523		76,667
Long-term marketable securities		7,634		7,307
Intangible assets, net		400,137		406,665
Other assets		27,293		69,126
Total assets	$	1,092,614	$	992,577
LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS’ EQUITY
Short-term debt	$	6	$	11
Current liabilities		142,331		180,168
Long-term liabilities		13,638		12,870
Total liabilities		155,975		193,049
Minority interests		446		394
Stockholders’ equity		936,193		799,134
Total liabilities, minority interests and stockholders’ equity	$	1,092,614	$	992,577

Cash, cash equivalents, short-term and long-term marketable securities
March 31, 2007	$	320,792
December 31, 2006	$	184,100
September 30, 2006	$	191,360
June 30, 2006	$	342,351
March 31, 2006	$	373,012

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Press Release

BROOKS AUTOMATION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2007 AND 2006
(in thousands, except per share data)
(unaudited)

	Three months ended						Six months ended
	March 31,						March 31,
	2007			2006			2007			2006
Revenues	$	194,926		$	148,772		$	386,294		$	257,267
Cost of revenues		132,436			102,889			264,122			185,921
Gross profit		62,490			45,883			122,172			71,346
Gross margin		32.1	%		30.8	%		31.6	%		27.7	%
Operating expenses:
Research and development		13,278			10,908			26,368			20,116
Selling, general and administrative		30,562			27,701			61,558			53,328
Restructuring charges		3,040			1,947			3,040			2,856
		46,880			40,556			90,966			76,300
Operating income (loss) from continuing operations		15,610			5,327			31,206			(4,954	)
Interest (income) expense, net		(2,041	)		(1,182	)		(4,075	)		(2,352	)
Other (income) expense, net		204			(904	)		375			(715	)
Income (loss) from continuing operations before income taxes and minority interests		17,447			7,413			34,906			(1,887	)
Income tax provision		1,480			868			2,124			1,192
Income (loss) from continuing operations before minority interests		15,967			6,545			32,782			(3,079	)
Minority interests in (loss) of consolidated subsidiary		216			(568	)		52			(766	)
Income (loss) from continuing operations		15,751			7,113			32,730			(2,313	)
Income (loss) from discontinued operations, net of income taxes		8,138			(2,761	)		13,298			(5,035	)
Gain on sale of discontinued operations, net of income taxes		83,898			—			83,898			—
Income (loss) from discontinued operations, net of income taxes		92,036			(2,761	)		97,196			(5,035	)
Net income (loss)	$	107,787		$	4,352		$	129,926		$	(7,348	)
Basic income (loss) per share:
Continuing operations	$	0.21		$	0.10		$	0.44		$	(0.03	)
Discontinued operations		1.23			(0.04	)		1.30			(0.07	)
Basic income (loss) per share	$	1.44		$	0.06		$	1.74		$	(0.10	)
Diluted income (loss) per share:
Continuing operations	$	0.21		$	0.10		$	0.44		$	(0.03	)
Discontinued operations		1.22			(0.04	)		1.29			(0.07	)
Diluted income (loss) per share	$	1.43		$	0.06		$	1.73		$	(0.10	)
Shares used in computing income (loss) per share:
Basic		74,766			74,371			74,680			70,174
Diluted		75,327			74,595			75,173			70,174

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Press Release

BROOKS AUTOMATION, INC.
CALCULATION OF PRO FORMA NET INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2007
(in thousands, except per share data)
(unaudited)

	U.S. GAAP			Adjustments			Pro Forma
Revenues	$	194,926		$	—		$	194,926
Cost of revenues		132,436			2,331	A		130,105
Gross profit		62,490			(2,331	)		64,821
Gross margin		32.1	%					33.3	%
Operating expenses:
Research and development		13,278						13,278
Selling, general and administrative		30,562			1,482	B		29,080
Restructuring charges		3,040			3,040			—
		46,880			4,522			42,358
Operating income (loss) from continuing operations		15,610			(6,853	)		22,463
Interest (income) expense, net		(2,041	)		—			(2,041	)
Other (income) expense, net		204						204
Income (loss) from continuing operations before income taxes and minority interests		17,447			(6,853	)		24,300
Income tax provision		1,480			—			1,480
Income (loss) from continuing operations before minority interests		15,967			(6,853	)		22,820
Minority interests in (loss) of consolidated subsidiary		216			—			216
Income (loss) from continuing operations		15,751			(6,853	)		22,604
Income (loss) from discontinued operations, net of income taxes		92,036			92,036			—
Net income (loss)	$	107,787		$	85,183		$	22,604
Basic income (loss) per share from continuing operations	$	0.21		$	(0.09	)	$	0.30
Basic income (loss) per share from discontinued operations		1.23			1.23			—
Basic income (loss) per share	$	1.44		$	1.14		$	0.30
Diluted income (loss) per share from continuing operations	$	0.21		$	(0.09	)	$	0.30
Diluted income (loss) per share from discontinued operations		1.22			1.22			—
Diluted income (loss) per share	$	1.43		$	1.13		$	0.30
Shares used in computing earnings (loss) per share
Basic		74,766			74,766			74,766
Diluted		75,327			75,327			75,327
Adjustments:
(A) Amortization of completed technology					2,331
(B) Amortization of other acquired intangible assets					1,482

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