-----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, LNtygjCoGb1+IP1EHJs7s/zphCE8cz5yY77bPAKywDzmI9rdWofOlo85HvpDHdQL ZsN0Sm+vUOhM5l3i6DSpkQ== 0001275287-05-000348.txt : 20050201 0001275287-05-000348.hdr.sgml : 20050201 20050201163318 ACCESSION NUMBER: 0001275287-05-000348 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050201 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050201 DATE AS OF CHANGE: 20050201 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: 05566217 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 ba1946.txt ================================================================================ 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) FEBRUARY 1, 2005 BROOKS AUTOMATION, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-25434 04-3040660 ---------------------------- ------------ ------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) 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 -------------------------------------------------------------- (Former name or former address, if changed since last report.) 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. February 1, 2005, the Company issued a press release announcing its financial results for the fiscal first quarter ended December 31, 2004. 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 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 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. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press release dated February 1, 2005 of Brooks Automation, Inc. (the "Company") announcing its financial results for the fiscal first quarter ended December 31, 2004. 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. ------------------------------ (Registrant) Date February 1, 2005 By: /s/ Robert W. Woodbury, Jr. --------------------------- Robert W. Woodbury, Senior Vice President and Chief Financial Officer EX-99.1 2 ba1946ex991.txt Exhibit 99.1 BROOKS AUTOMATION REPORTS RESULTS FOR FISCAL 2005 FIRST QUARTER ENDED DECEMBER 31, 2004 CHELMSFORD, Mass., Feb. 1 /PRNewswire-FirstCall/ -- Brooks Automation, Inc. (Nasdaq: BRKS), which develops and produces hardware, software and systems that enable manufacturing efficiencies for the semiconductor and other complex manufacturing industries, today announced results for its fiscal 2005 first quarter ended December 31, 2004. Revenues for the first quarter of fiscal 2005 were $117.8 million, a 42.8 percent increase from $82.5 million in the same quarter a year ago and a 28.2 percent sequential decline from the preceding quarter revenues of $164.0 million. New orders during the quarter were $101.7 million. Net income for the first quarter of fiscal 2005 on a GAAP ("Generally Accepted Accounting Principles") basis was a loss of $0.9 million, which included a charge of $2.7 million for restructuring, $0.9 million for amortization of acquired intangible assets, and $0.5 million write-off of inventory from the Life Sciences division. The GAAP loss per share of $0.02 per share was within the guidance provided by management in the preceding quarter's conference call. The first quarter 2005 GAAP net income compares to a net loss in the first quarter 2004 of $8.9 million or $0.23 loss per share on the same basis. Edward C. Grady, president and chief executive officer of Brooks Automation, said "As expected, our revenues were down from the preceding quarter's record high level as the industry adjusted to fluctuating supply and demand, but our results show that we continue to react quickly to market conditions and manage our expenses effectively. Many industry watchers have anticipated that the weakening end market demand in the latter part of 2004 and heading into 2005 would cause a slowdown in our sector. Historically, inflection points in the industry cycles have had a magnified effect on Brooks' OEM business over a short term period of one to two quarters before our business stabilizes. We continue to make good progress with our primary target markets in tool automation and factory automation software. An industry slowdown is the best time to capture design-in wins with OEMs, and we are involved in what we believe is the highest level of new opportunities in Company history, and the most ever with tier one OEM customers. Software bookings were again strong in the quarter, driven primarily by the semiconductor and FPD markets. We have recently announced several new solutions as part of our Real Time Enterprise initiative that are attracting interest in their target markets. These new offerings include a comprehensive manufacturing RFID solution for discrete industries, our Lean Manufacturing solution for the Aerospace and Defense industry, and an eDHR (electronic device history record) solution for track-and-trace requirements. Our software division is planning a number of new solution launches in 2005 that we expect will further expand our served available market." "Looking forward, we expect to see a slight improvement next quarter," continued Mr. Grady. "Revenues for Brooks should be flat to up 5 percent in the March quarter compared to the December quarter, and bookings should increase approximately 5 to 10 percent sequentially. This guidance reflects near term recovery in our OEM tool automation segment but does not suggest that the rest of the industry will be up. We are proactively managing our business during this period of industry softness and are taking more restructuring actions in the March quarter to continue our emphasis on cost control. The earnings per share on a GAAP basis for the March quarter are anticipated to be in the range of a loss of $0.05 per share to breakeven. We expect restructuring and other charges to impact EPS by approximately $0.10 per share. We remain focused on managing our business through all cycles of the semiconductor industry to deliver value to our customers, shareholders and employees." Q1 Fiscal 2005 Highlights * Captured 13 new design-in wins at OEM customers in Q1. * Booked order for multiple FabExpress equipment front-end modules from emerging OEM for its new process tool. * Selected by major process control OEM for new compact vacuum tool system. * Booked multi-million dollar order from new 300mm fab for Manufacturing Execution System (MES) and related fab management software from a leading semiconductor manufacturer in Korea. * Booked multi-million dollar order from a new Generation 6 LCD fab in Taiwan for material control software (MCS) to run factory automation system. * Won new orders for Real Time Dispatch and Reporter software from two Taiwanese DRAM manufacturers and one new Japanese customer for their 300mm fabs. * Won new order for Advance Productivity Family (APF) Suite software from a major high tech industry customer for its magnetic head manufacturing facility, after detailed ROI analysis showing cycle time variability improvement, through-put optimization and improved equipment utilization. * Announced comprehensive RFID solution for discrete manufacturers; Lean Manufacturing solution for Aerospace and Defense; and tracking and traceability solution for eDHR requirements especially in the medical device manufacturing industry. * Announced partnership with AssurX to joint develop, market and deliver software solutions such as eDHR for enterprise quality tracking, as well as membership in EPCglobal, which develops and oversees commercial and technical standards such as for electronic product code (EPC) technology that would enable and accelerate the adoption of RFID technologies in manufacturing and the extended supply chain. Conference Call and Webcast Brooks Automation will host a conference call on Tuesday, February 1, 2005 at 4:30 PM Eastern to review its fiscal first quarter results. On the call, management will discuss the information contained in this announcement and answer related questions. Conference Call Date: Tuesday, February 1, 2005 Time: 4:30 p.m. Eastern Dial in #: (719) 457-2654 Passcode: 1344122 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 Fiscal 2005 First 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 2005 First Quarter Earnings Webcast". A telephone replay will also be made available following the call at the following number: (719) 457-0820 beginning at 8:30 p.m. Tuesday, February 1, 2005, and available 7 days. The passcode for the replay is 1344122. 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 customers 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 as well as by many customers in 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, gross margin and operating margin expectations, expected restructuring 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 products, and the outlook of the semiconductor and discrete manufacturing industries. 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; 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 acceptance of our software products and services in industries outside of the semiconductor industry; 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, especially arising out of conflict in the Middle East; 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. 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) December 31, September 30, 2004 2004 ------------- ------------- ASSETS Cash, cash equivalents and marketable securities $ 261,722 $ 255,367 Accounts receivable, net 92,727 124,004 Inventories 72,664 71,891 Other current assets 13,401 9,873 Total current assets 440,514 461,135 Property, plant and equipment, net 58,280 58,810 Long-term marketable securities 76,655 73,743 Intangible assets, net 68,266 68,963 Other assets 8,434 8,388 Total assets $ 652,149 $ 671,039 LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY Current liabilities $ 144,064 $ 166,998 Convertible subordinated notes 175,000 175,000 Other long-term liabilities 14,144 15,228 Total liabilities 333,208 357,226 Minority interests 1,049 918 Stockholders' equity 317,892 312,895 Total liabilities, minority interests and stockholders' equity $ 652,149 $ 671,039 Cash, cash equivalents, short- term and long-term marketable securities December 31, 2004 $ 338,377 September 30, 2004 $ 329,110 June 30, 2004 $ 321,385 March 31, 2004 $ 309,808 December 31, 2003 $ 312,680 BROOKS AUTOMATION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Three months ended December 31, ----------------------- 2004 2003 ---------- ---------- Revenues $ 117,818 $ 82,546 Cost of revenues 76,138 52,301 Gross profit 41,680 30,245 Operating expenses: Research and development 15,912 16,068 Selling, general and administrative 20,856 19,767 Amortization of acquired intangible assets 890 943 Acquisition-related and restructuring charges 2,661 - 40,319 36,778 Income (loss) from operations 1,361 (6,533) Interest (income) expense, net 419 1,433 Other (income) expense, net 221 (42) Income (loss) before income taxes and minority interests 721 (7,924) Income tax provision 1,486 1,013 Loss before minority interests (765) (8,937) Minority interests in income (loss) of consolidated subsidiary 130 (68) Net loss $ (895) $ (8,869) Earnings (loss) per share: Basic $ (0.02) $ (0.23) Diluted $ (0.02) $ (0.23) Shares used in computing loss per share: Basic 44,702 38,484 Diluted 44,702 38,484 SOURCE Brooks Automation, Inc. -0- 02/01/2005 /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/ - - -----END PRIVACY-ENHANCED MESSAGE-----