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 8, 2008

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

EX-99.1 PRESS RELEASE DATED MAY 8, 2008

ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 8, 2008, Brooks Automation, Inc. (“Brooks” or the “Company”) announced via press release its financial results for the fiscal quarter ended March 31, 2008. 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 8, 2008 by Brooks Automation, Inc., announcing its financial results for the fiscal quarter ended March 31, 2008.

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 8, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Brooks Automation, Inc. on May 8, 2008 announcing its financial results for the fiscal quarter ended March 31, 2008.

EX-99.1

For Further Information:
Michael W. McCarthy
Director — Investor Relations
Office: (978) 262-2459
michael.mccarthy@brooks.com

Press Release

For Immediate Release
May 8, 2008

Brooks Automation Reports Second Quarter Financial Results

Chelmsford, Massachusetts May 8, 2008 — Brooks Automation, Inc. (Nasdaq: BRKS) announced financial results for the Company’s second quarter and first six months of fiscal 2008 ended on March 31, 2008.

Revenues for the second quarter of 2008 were $147.6 million, compared to revenues of $194.9 million in the second quarter of 2007, a decrease of 24.3%. Sequentially, revenues were essentially flat from fiscal 2008 first quarter revenues of $147.8 million.

Loss from continuing operations for the second quarter of fiscal 2008 amounted to $8.7 million, or $0.14 per diluted share. This compares with income from continuing operations of $15.8 million, or $0.21 per diluted share in the second quarter of the prior year. Sequentially, the loss from continuing operations increased $7.3 million compared to a first quarter loss of $1.4 million, or $0.02 per diluted share. The loss from continuing operations for the second quarter of fiscal 2008 before special charges was $3.2 million or $0.05 per diluted share, which came in at the mid-point of the Company’s guidance. The special charges taken during the quarter included restructuring and a loss on investment that totaled $5.4 million, or $0.09 per diluted share. The loss from continuing operations reported in the first quarter of fiscal 2008 included $0.6 million, or $0.01 per diluted share, of restructuring charges.

Net loss for the second quarter of 2008 totaled $8.3 million or $0.13 per diluted share. This compares to net income of $107.8 million or $1.43 per diluted share in the second quarter of 2007, which included income from discontinued operations of $92.0 million or $1.22 per diluted share.

Adjusted Earnings before Interest, Depreciation and Amortization for the second quarter of fiscal 2008 was $7.2 million compared to $28.2 million in the prior year period and $7.3 million in the first quarter of fiscal 2008. Together with cash generated from managing operating assets, this resulted in cash flows from operations for the second quarter of fiscal 2008 of $11.3 million compared to $21.5 million in the prior year period and cash outflows of $6.1 million in the first quarter of fiscal 2008.

— more —

Brooks Automation Reports Second Quarter Financial Results................page two

Revenues for the first six months of fiscal year 2008 were $295.5 million, a 23.5% decrease from prior year revenues of $386.3 million. The net loss for the first half of fiscal 2008 was $9.7 million, or $0.15 per diluted share compared to the prior year’s net income of $129.9 million or $1.73 per diluted share. The loss for fiscal 2008 included the previously mentioned charges. Net income for fiscal 2007 included the aforementioned gains on the March 30, 2007 sale of the Brooks Software division and income from that discontinued operation.

The results for the quarter ending March 31, 2008 include the recognition of a gain in discontinued operations related to the resolution of certain contingencies.

Commenting on the second quarter results, Robert J. Lepofsky, President and Chief Executive Officer of Brooks said, “Our results for the quarter were in the middle of the range of guidance provided earlier but are still below the level of performance we are aiming to achieve in the short term.”

Mr. Lepofsky further noted “We are presently six months into a time-phased restructuring effort designed to significantly improve our competitive position and financial performance. This effort will leverage strategic investments we have made over the past two years and will ultimately broaden Brook’s product portfolio and customer base. Our reported financial results somewhat mask the underlying progress we have made to date. Implementation of our organizational realignment aimed at increasing customer responsiveness and reducing cost accelerated, as planned, in March. Rationalization of our world-wide facilities will reduce our global footprint by about fifteen percent by the end of the current quarter. Real progress has been made in the resolution of several outstanding legal issues that will eliminate the financial burden of these matters as we move forward.”

Mr. Lepofsky continued “Our customers are responding very favorably to our initiatives as well. They have embraced our increased focus on performance and responsiveness and are rewarding us with new commitments for a larger share of their business. It is well understood that the difficult external environment that we currently face is exerting increasing pressure on top line expansion. However, the talented people comprising the global Brooks organization recognize that current market conditions represent a short-term challenge while the successful implementation of our restructuring plans are forming the basis for sustainable long term performance. We believe that our shareholders will clearly see the results of their work in the quarters ahead.”

Business Outlook

In providing guidance for the third quarter of fiscal 2008 ending on June 30, 2008, Brooks expects revenues could be in the range of $125 million to $140 million with a net loss between $0.12 per share and breakeven. The guidance for loss per share does not include restructuring costs that are likely to be incurred during the quarter.

— more —

Brooks Automation Reports Second Quarter Financial Results................page three

A reconciliation of non-GAAP measures to the most nearly comparable GAAP measure follows the consolidated statements of operations, balance sheets and statements of cash flows attached to this release.

Brooks Automation management will host a public conference call on Thursday, May 8, 2008 at 4:30 p.m. ET to discuss the attached quarterly results and business highlights. During the call, Company management will respond to questions concerning, but not limited to, the Company’s financial performance, business conditions and industry outlook. Their responses could contain information that has not been previously disclosed.

Analysts, investors and members of the media may participate in the call by dialing (213)785-2437. Participants outside of the United States and Canada can access the call using the same number. It is recommended that participants dial in five minutes prior to the call’s scheduled start time. The call will also be broadcast live on Brooks’ website at www.brooks.com. Additionally, the call will be archived on this website for convenient on-demand replay until Brooks Automation reports fiscal 2008 third quarter results in mid-August, 2008.

# # #

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 see www.brooks.com or email co.csr@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, profit and loss and cash flow expectations, expected restructuring charges and other charges, the impact of anticipated workforce reductions, future business strategy and market opportunities, level of capital expenditures and bookings expectations in the semiconductor industry, demand for our new and existing products, purchasing and manufacturing trends among semiconductor manufacturing OEMs, 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; expenses associated with legal disputes and litigation; continuing uncertainties in global political and economic conditions, the potential for the incurrence of material expense and the diversion of management’s attention from other business concerns created by the pending investigation by the Securities and Exchange Commission; and other factors and other risks that we have described in our filings with the Securities and Exchange Commission, including but not limited to our Annual Report on Form 10-K, 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.

08-09

BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)

	Three months ended					Six months ended
	March 31,					March 31,
	2008			2007		2008			2007
Revenues
Product	$	118,503		$	162,999	$	238,573		$	325,140
Services		29,144			31,927		56,907			61,154
Total revenues		147,647			194,926		295,480			386,294
Cost of revenues
Product		87,407			109,519		173,667			217,646
Services		23,801			22,917		46,925			46,476
Total cost of revenues		111,208			132,436		220,592			264,122
Gross profit		36,439			62,490		74,888			122,172
Operating expenses
Research and development		11,553			13,278		23,985			26,368
Selling, general and administrative		29,896			30,562		58,999			61,558
Restructuring charges		2,506			3,040		3,106			3,040
Total operating expenses		43,955			46,880		86,090			90,966
Operating income (loss) from continuing operations		(7,516	)		15,610		(11,202	)		31,206
Interest income		1,806			2,355		5,015			4,530
Interest expense		310			314		443			455
Loss on investment		2,931			—		2,931			—
Other (income) expense, net		(1,161	)		383		(818	)		925
Income (loss) from continuing operations before income taxes and minority interests		(7,790	)		17,268		(8,743	)		34,356
Income tax provision		885			1,480		1,555			2,124
Income (loss) from continuing operations before minority interests		(8,675	)		15,788		(10,298	)		32,232
Minority interests in income of consolidated subsidiaries		35			216		8			52
Equity in earnings of joint ventures		46			179		223			550
Income (loss) from continuing operations		(8,664	)		15,751		(10,083	)		32,730
Income from discontinued operations, net of income taxes.		—			8,138		—			13,298
Gain on sale of discontinued operations, net of income taxes		371			83,898		371			83,898
Income from discontinued operations, net of income taxes.		371			92,036		371			97,196
Net income (loss)	$	(8,293	)	$	107,787	$	(9,712	)	$	129,926
Basic income (loss) per share from continuing operations.	$	(0.14	)	$	0.21	$	(0.15	)	$	0.44
Basic income per share from discontinued operations		0.01			1.23		0.01			1.30
Basic net income (loss) per share	$	(0.13	)	$	1.44	$	(0.15	)	$	1.74
Diluted income (loss) per share from continuing operations	$	(0.14	)	$	0.21	$	(0.15	)	$	0.44
Diluted income per share from discontinued operations		0.01			1.22		0.01			1.29
Diluted net income (loss) per share	$	(0.13	)	$	1.43	$	(0.15	)	$	1.73
Shares used in computing income (loss) per share
Basic		63,859			74,766		66,494			74,680
Diluted		63,859			75,327		66,494			75,173

BROOKS AUTOMATION, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(In thousands, except share and per share data)

	March 31,			September 30,
	2008			2007
Assets
Current assets
Cash and cash equivalents	$	113,267		$	168,232
Marketable securities		42,029			80,102
Accounts receivable, net		92,566			105,904
Inventories, net		113,304			104,794
Prepaid expenses and other current assets		17,604			20,489
Total current assets		378,770			479,521
Property, plant and equipment, net		82,588			80,747
Long-term marketable securities		27,795			26,283
Goodwill		318,745			319,302
Intangible assets, net		68,907			76,964
Equity investment in joint ventures		26,223			24,007
Other assets		6,775			8,014
Total assets	$	909,803		$	1,014,838
Liabilities, minority interests and stockholders’ equity
Current liabilities
Accounts payable	$	47,482		$	57,758
Deferred revenue		8,666			5,424
Accrued warranty and retrofit costs		9,564			10,986
Accrued compensation and benefits		18,741			23,850
Accrued restructuring costs		7,006			6,778
Accrued income taxes payable		4,629			5,934
Accrued expenses and other current liabilities		19,385			21,908
Total current liabilities		115,473			132,638
Accrued long-term restructuring		7,378			8,933
Income taxes payable		10,649			10,159
Other long-term liabilities		2,516			2,866
Total liabilities		136,016			154,596
Contingencies
Minority interests		471			463
Stockholders’ equity
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $0.01 par value, 125,000,000 shares authorized, 76,966,916 shares issued and 63,505,047 shares outstanding at March 31, 2008, 76,483,603 shares issued and 70,423,603 shares outstanding at September 30, 2007		770			765
Additional paid-in capital		1,785,731			1,780,401
Accumulated other comprehensive income		26,310			18,202
Treasury stock at cost, 13,461,869 shares and 6,060,000 shares at March 31, 2008 and September 30, 2007, respectively		(200,956	)		(110,762	)
Accumulated deficit		(838,539	)		(828,827	)
Total stockholders’ equity		773,316			859,779
Total liabilities, minority interests and stockholders’ equity	$	909,803		$	1,014,838

BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands)

	Six months ended
	March 31,
	2008			2007
Cash flows from operating activities
Net income (loss)	$	(9,712	)	$	129,926
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		17,032			16,242
Stock-based compensation		4,543			4,070
Discount on marketable securities		(669	)		(571	)
Undistributed earnings of joint ventures		(223	)		(550	)
Minority interests		8			52
Loss on disposal of long-lived assets		289			476
Gain on sale of software division, net		(371	)		(81,813	)
Loss on investment		2,931			—
Changes in operating assets and liabilities, net of acquisitions and disposals:
Accounts receivable		15,152			(21,725	)
Inventories		(6,830	)		(6,092	)
Prepaid expenses and other current assets		3,213			(8,110	)
Accounts payable		(10,469	)		(14,999	)
Deferred revenue		3,132			4,434
Accrued warranty and retrofit costs		(1,145	)		590
Accrued compensation and benefits		(5,432	)		(938	)
Accrued restructuring costs		(1,378	)		(1,474	)
Accrued expenses and other current liabilities		(4,867	)		(1,480	)
Net cash provided by operating activities		5,204			18,038
Cash flows from investing activities
Purchases of property, plant and equipment		(10,746	)		(12,180	)
Proceeds from the sale of software division		—			119,090
Purchases of marketable securities		(106,944	)		(128,221	)
Sale/maturity of marketable securities		143,805			136,055
Other		(75	)		(23	)
Net cash provided by investing activities		26,040			114,721
Cash flows from financing activities
Treasury stock purchases		(90,194	)		—
Proceeds from issuance of common stock, net of issuance costs		1,473			3,530
Net cash provided by (used in) financing activities		(88,721	)		3,530
Effects of exchange rate changes on cash and cash equivalents		2,512			619
Net increase (decrease) in cash and cash equivalents		(54,965	)		136,908
Cash and cash equivalents, beginning of period		168,232			115,773
Cash and cash equivalents, end of period	$	113,267		$	252,681

BROOKS AUTOMATION, INC.
Supplemental Information
(unaudited)
(In thousands, except per share data)

Notes on Non-GAAP Financial Measures:

The information in this press release is for: internal managerial purposes; when publicly providing guidance on future results; and as a means to evaluate period-to-period comparisons. These financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management believes these financial measures provide an additional way of viewing aspects of our operations, that, when viewed with our GAAP results and the accompanying reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of our business. Management strongly encourages investors to review our financial statements and publicly-filed reports in their entirety and not rely on any single measure.

The press release includes financial measures which exclude the effects of charges associated with our restructuring programs and gains or losses on investments. Management believes these measures are useful to investors because it eliminates accounting charges that do not reflect Brooks’ day-to-day operations. A table reconciling income and diluted earnings per share from continuing operations is presented below:

	Quarter ended
	March 31, 2008				December 31, 2007				March 31, 2007
			per				per				per
	$		share		$		share		$		share
Income (loss) from continuing operations		-8,664		-$0.14		-1,419		-$0.02		15,751	$	0.21
Add: Restructuring expenses		2,506	$	0.04		600	$	0.01		3,040	$	0.04
Add: Loss on investment		2,931	$	0.05		0	$	0.00		0	$	0.00
Income (loss) before special charges		-3,227		-$0.05		-819		-$0.01		18,791	$	0.25

	Six months ended
	March 31, 2008				March 31, 2007
			per				per
	$		share		$		share
Income (loss) from continuing operations		-10,083		-$0.15		32,730		0.44
Add: Restructuring expenses		3,106	$	0.05		3,040	$	0.04
Add: Loss on investment		2,931	$	0.04		0	$	0.00
Income (loss) before special charges		-4,046		-$0.06		35,770	$	0.48

BROOKS AUTOMATION, INC.
Supplemental Information
(unaudited)
(In thousands)

Management utilizes adjusted Earnings before Interest, Depreciation and Amortization (“adjusted EBITDA”) as a means of assessing the changes in the underlying cash generation potential of the business. A table reconciling adjusted EBITDA to Net income (loss) from continuing operations is presented below:

	Quarter ended						Six months ended
	March 31,		December 31,		March 31,		March 31,		March 31,
	2008		2007		2007		2008		2007
Income (loss) from continuing operations		-8,664		-1,419		15,751		-10,083		32,730
Less: Interest income		-1,806		-3,209		-2,355		-5,015		-4,530
Add: Interest expense		310		133		314		443		455
Add: Income tax provision		885		670		1,480		1,555		2,124
Add: Depreciation		4,400		4,532		4,200		8,932		8,638
Add: Amortization of completed technology		2,314		2,314		2,314		4,628		4,628
Add; Amortization of acquired intangible assets		1,787		1,685		1,482		3,472		2,976
Add: Stock compensation expense		2,534		2,009		1,927		4,543		4,070
Add: Restructuring expenses		2,506		600		3,040		3,106		3,040
Add: Loss on investment		2,931		0		0		2,931		0
Adjusted EBITDA		7,197		7,315		28,153		14,512		54,131