-----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, Df4B4rs5HI1dZ9EuTXvdaQgSsrSdWwianS1+pbGwcskGQfHVK1r/rQ7zns8q4oI2 FplL8v47TjW+5TI8oGdUtA== 0001275287-05-001681.txt : 20050503 0001275287-05-001681.hdr.sgml : 20050503 20050503162134 ACCESSION NUMBER: 0001275287-05-001681 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050503 DATE AS OF CHANGE: 20050503 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: 05795384 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 ba2617.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): May 3, 2005 BROOKS AUTOMATION, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Commission file number: 0-25434 Delaware 04-3040660 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 15 Elizabeth Drive, Chelmsford, MA 01824 ----------------------------------------------------- (Address of principal executive offices and Zip Code) 978-262-2400 ---------------------------------------------------- (Registrant's telephone number, including area code) 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 On May 3, 2005, the Company announced via press release, its financial results for the fiscal second quarter ended March 31, 2005. A copy of the press release is attached hereto. 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 (c) EXHIBITS 99.1 Press release dated as of May 3, 2005 of Brooks Automation, Inc. (the "Company") announcing its financial results for the fiscal second quarter ended March 31, 2005 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. By: /s/ Robert W. Woodbury --------------------------------- Name: Robert W. Woodbury Title: Senior Vice President and Chief Financial Officer Date: May 3, 2005 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------------------------------------------------------------- *99.1 Press release dated as of May 3, 2005 - ---------- *Filed herewith. EX-99.1 2 ba2617ex991.txt Exhibit 99.1 BROOKS AUTOMATION REPORTS RESULTS FOR FISCAL 2005 SECOND QUARTER ENDED MARCH 31, 2005 Company exceeds guidance for revenues and bookings and FirstCall consensus for EPS; grows #1 market share position in semiconductor automation in 2004. CHELMSFORD, Mass., May 3 /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 second quarter ended March 31, 2005. Revenues for the second quarter of fiscal 2005 were $129.5 million, a 9.9 percent sequential increase from the preceding quarter revenues of $117.8 million and a decline of 6.2 percent from a year ago revenues of $138.0 million for the same period. Bookings during the quarter were $115.1 million, an increase of 13.2 percent over the preceding quarter reported bookings of $101.7 million. Net income for the second quarter of fiscal 2005 on a GAAP ("Generally Accepted Accounting Principles") basis was a loss of $2.5 million, which included a charge of $6.7 million for restructuring, $0.7 million for amortization of acquired intangible assets, and $0.6 million of other charges. The GAAP loss of $0.06 per share for the quarter included a greater than anticipated restructuring charge related to the accelerated consolidation of the Company's manufacturing operations in Jena, Germany, which was originally expected to be a third quarter event but agreement with the workers' council was successfully reached in the second quarter ahead of schedule. The net impact on EPS from the charges related to restructuring, amortization of acquired intangible assets, and other charges was $0.18 per share. Edward C. Grady, president and chief executive officer of Brooks Automation, said "The Company accomplished most of its objectives for the quarter and finished better than our guidance for bookings and revenues. I'm also pleased with our progress in the markets that we serve, once again being recognized as the market share leader in semiconductor automation in calendar year 2004 for the fourth consecutive year, as reported in April 2005 by the independent market research firm Gartner Dataquest. In our core business, the tool automation segment, we increased our market share by approximately 6 percentage points to 55 percent of the market. This segment is also growing the fastest within automation and also outpaced the wafer fab equipment industry according to Dataquest. Overall, we are well positioned in the sweet spot of the market with outstanding technology, good customer relationships and exciting new products that we hope will help us continue to increase our leadership position and drive profitable growth. In the quarter, our tool automation business had solid growth driven by strong systems level shipments to OEM customers, reflecting the ongoing outsourcing trend that increases our served markets. We successfully started shipping some of our next generation vacuum robots and a vacuum system to strategic customers. Both revenues and bookings increased sequentially over the preceding quarter for this segment. Our software business closed on another robust bookings quarter, contributed solid operating profit and continued to make progress introducing the real time enterprise initiative to major global enterprises. Software revenues grew slightly in the quarter and we maintained strong market share in 300mm fabs and in China, an important emerging market. Factory hardware exceeded our expectations for revenue for the quarter as we gained final acceptance on a number of backlog projects. I was pleased with our continued focus on managing cash and working capital. The cash and securities balance at the end of the quarter increased by $12.8 million over the preceding quarter's balance, the Company's fourth consecutive quarter of positive cash flow and fifth in the past six quarters, a period in which the industry has gone through a sharp upturn and then a slowdown. We reduced inventories by $9.0 million and DSO improved to 63 days." Mr. Grady continued, "We believe that the business environment for Brooks remains relatively stable but will reflect some of the softness in the near term end market demand. For our fiscal third quarter ending in June, revenues for the Company are expected to be in the $115 to $120 million range, while bookings are expected to stay flat with some possible upside. The earnings per share on a GAAP basis are anticipated to be in the range of negative $0.01 to positive $0.06 per share. Restructuring and other charges are expected to impact EPS by approximately $0.04 per share. We continue to focus on positive cash flow and operating income leverage while improving gross margins of our hardware products. Remember that margins in the tool automation segment are reduced by our CDA, or Customer Designed Automation, business which has low gross margins but good operating margins that are above our corporate average. Looking at the big picture, I believe the Company as a whole has never been as well positioned as we are today, with an established base of customers, proven products, talented people and a strong R&D program. Regardless of the uncertainty in the market, we have made tremendous progress as an organization, and I am proud of what our people have accomplished to date." Business Segment Data The following table summarizes the four business segments of Brooks for fiscal Q2.
Factory Factory Equipment Automation Automation Automation Hardware Software Other Total ---------- ---------- ---------- ---------- ---------- Three months ended March 31, 2005: Revenues, in thousands $ 70,727 $ 32,704 $ 26,023 $ 19 $ 129,473 Gross margin, in thousands $ 20,566 $ 5,093 $ 18,202 $ (291) $ 43,570 Gross margin, % 29.1% 15.6% 69.9% - 33.7% Operating margin, in thousands $ 5,033 $ (719) $ 3,526 $ (1,429) $ 6,411 Amortization of acquired intangible assets $ 737 Restructuring charges $ 6,690 Total operating income (loss) $ (1,016)
Q2 Fiscal 2005 Highlights -- Recognized by Gartner Dataquest as #1 market share leader for semiconductor automation in calendar 2004, holding the top spot for the fourth consecutive year. Within semiconductor automation, Brooks grew its #1 position in equipment automation. Brooks remained in the #1 position in fab management software, a category in the factory automation software segment. Brooks also won the #1 position in reticle management systems, a category in the factory automation hardware segment. -- Captured 10 new design-in wins at OEM customers in Q2. -- Shipped multiple configurations of our next generation vacuum robot to large US customer. -- Shipped first next generation vacuum system to key Asian customer. -- Grew OEM systems business significantly on a sequential basis as tier 1 OEMs continued to outsource their systems business. -- Won vacuum systems business for Veeco Instruments, a key data storage supplier. -- Won new customer in China for lithography reticle management system, the Guardian(TM) Bare Reticle Stocker, extending market share lead in this geography. -- Completed and received acceptance on multi-million dollar AMHS expansion projects at two 300mm fabs as well as at one 200mm fab. -- Brooks Software division bookings increased sequentially and achieved its second highest bookings level in Company history. -- Booked multi-million dollar order from a Taiwanese 300mm fab for full suite of software. -- Booked multi-million dollar order from a Korean 300mm fab for MES and related software. -- Booked five new orders from 300mm fabs for Real Time Dispatch software, continuing near 100 percent market share in this application space for 300mm fabs. -- Booked orders from two new Gen-6 LCD customers in Taiwan. Brooks now provides MCS (material control system) software to 3 out of 4 major Gen-6 LCD fabs in Taiwan. -- Booked multiple orders from large Aerospace & Defense customer, including joint development project for enterprise application. Conference Call and Webcast Brooks Automation will host a conference call on Tuesday, May 3, 2005 at 4:30 PM Eastern to review its fiscal second quarter results. On the call, management will discuss the information contained in this announcement and answer related questions. Conference Call Date: Tuesday, May 3, 2005 Time: 4:30 p.m. Eastern Dial in #: (719) 457-2656 Passcode: 2615148 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 Second 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 Second Quarter 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, Tuesday, May 3, 2005, and available 7 days. The passcode for the replay is 2615148. 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; 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, 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. 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, 2005 2004 ------------- ------------- ASSETS Cash, cash equivalents and marketable securities $ 296,044 $ 255,367 Accounts receivable, net 91,002 124,004 Inventories 63,641 71,891 Other current assets 12,372 9,873 Total current assets 463,059 461,135 Property, plant and equipment, net 56,279 58,810 Long-term marketable securities 55,170 73,743 Intangible assets, net 67,511 68,963 Other assets 4,273 8,388 Total assets $ 646,292 $ 671,039 LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY Current liabilities $ 140,749 $ 166,998 Convertible subordinated notes 175,000 175,000 Other long-term liabilities 13,353 15,228 Total liabilities 329,102 357,226 Minority interests 1,126 918 Stockholders' equity 316,064 312,895 Total liabilities, minority interests and stockholders' equity $ 646,292 $ 671,039 Cash, cash equivalents, short- term and long-term marketable securities March 31, 2005 $ 351,214 December 31, 2004 $ 338,377 September 30, 2004 $ 329,110 June 30, 2004 $ 321,385 March 31, 2004 $ 309,808 BROOKS AUTOMATION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)
Three months ended Six months ended March 31, March 31, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Revenues $ 129,473 $ 137,984 $ 247,291 $ 220,530 Cost of revenues 85,903 87,074 162,041 139,375 Gross profit 43,570 50,910 85,250 81,155 Operating expenses: Research and development 16,464 16,634 32,376 32,702 Selling, general and administrative 20,695 21,469 41,551 41,236 Amortization of acquired intangible assets 737 939 1,627 1,882 Restructuring and acquisition- related charges 6,690 2,168 9,351 2,168 44,586 41,210 84,905 77,988 Income (loss) from operations (1,016) 9,700 345 3,167 Interest (income) expense, net 137 1,083 556 2,516 Other (income) expense, net (287) 239 (66) 197 Income (loss) before income taxes and minority interests (866) 8,378 (145) 454 Income tax provision 1,528 1,829 3,014 2,842 Income (loss) before minority interests (2,394) 6,549 (3,159) (2,388) Minority interests in income (loss) of consolidated subsidiary 78 317 208 249 Net income (loss) $ (2,472) $ 6,232 $ (3,367) $ (2,637) Earnings (loss) per share: Basic $ (0.06) $ 0.14 $ (0.08) $ (0.06) Diluted $ (0.06) $ 0.14 $ (0.08) $ (0.06) Shares used in computing earnings (loss) per share: Basic 44,873 44,412 44,787 41,417 Diluted 44,873 44,995 44,787 41,417
SOURCE Brooks Automation, Inc. -0- 05/03/2005 /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-----