-----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, Fv85Vjb9Zx1EbuNhUQbhplOqHC+0TlZh73Ng/gzBUUNvdPMGuwN+8dKiLavv8K89 W8tAJ9q6PWeRYP1PZBm4Aw== 0001275287-05-002914.txt : 20050801 0001275287-05-002914.hdr.sgml : 20050801 20050801161040 ACCESSION NUMBER: 0001275287-05-002914 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 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: 05988560 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 ba3257.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): August 1, 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 August 1, 2005, the Company announced via press release, its financial results for the fiscal third quarter ended June 30, 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) EXHIBIT 99.1 Press release dated as of August 1, 2005 of Brooks Automation, Inc. (the "Company") announcing its financial results for the fiscal third quarter ended June 30, 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, thereunto duly authorized. Brooks Automation Inc. By: /s/ Robert W. Woodbury --------------------------- Name: Robert W. Woodbury Title: Senior Vice President and Chief Financial Officer Date: August 1, 2005 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------------ ---------------------------------------- *99.1 Press release dated as of August 1, 2005 - ---------- *Filed herewith. EX-99.1 2 ba3257ex991.txt Exhibit 99.1 BROOKS AUTOMATION REPORTS RESULTS FOR FISCAL 2005 THIRD QUARTER ENDED JUNE 30, 2005 CHELMSFORD, Mass., Aug. 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 third quarter of fiscal 2005 ended June 30, 2005. Revenues for the third quarter of fiscal 2005 were $113.8 million, a 12.1 percent sequential decrease from the preceding quarter revenues of $129.5 million and a decline of 26.0 percent from a year ago revenues of $153.8 million for the same period. Bookings during the quarter were $93.9 million, a sequential decrease of 18.4 percent over the preceding quarter reported bookings of $115.1 million. Net income for the third quarter of fiscal 2005 on a GAAP ("Generally Accepted Accounting Principles") basis was $0.9 million, or $0.02 earnings per diluted share, which compares to a loss in the immediately preceding quarter of $2.5 million, or $0.06 loss per share. The net impact on EPS in the third quarter from the charges related to restructuring and amortization of acquired intangible assets was $0.04 per share. The net impact on EPS in the second quarter from 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 business environment was relatively soft going into our third quarter and remains so as we enter the current quarter. Software orders in particular were much lighter than expected in the past quarter. We recognized the possibility of a timing impact entering the quarter but the magnitude was greater than anticipated. While revenues in the third quarter were slightly below our guidance primarily due to push-outs by two key software customers, we met guidance for earnings and maintained a strong balance sheet. During the quarter, we continued to focus on meeting customer commitments, staying on track with new product development and introductions, and controlling expenses. We displayed many of our new and future products to our top customers at SEMICON West in July and received a very favorable response. We continued to make significant progress in positioning Brooks as a key outsourcing partner to major tier one OEM customers, especially in the vacuum automation market. I am particularly proud of the milestone that our team achieved by shipping our new MagnaTran(TM) vacuum robot for use by a major OEM on one of its market-leading tool platforms. We believe the outsourcing trend by large OEMs will continue, and Brooks is working to be the supplier of choice for these customers by leveraging our leading technology, attractive cost of ownership and strong customer support." Mr. Grady commented on the financial outlook for the next quarter. "While we expect the business environment to remain challenging in our fiscal fourth quarter ending on September 30, 2005, we do see indications that order rates and shipments in the December quarter should improve. We expect revenues for Brooks in the September quarter to be in the range of $100 to $105 million, or down approximately 10% compared to our quarter just ended, with net income reflecting the lower revenues with GAAP loss per share of $0.07 to $0.13. Restructuring, amortization of acquired intangible assets and other charges are estimated to account for $0.03 per share. Bookings, which have been difficult to forecast, are expected to be flat-to-up 5 percent in the next quarter. During the June quarter we took actions to reduce cost and we expect to continue these actions as we convert our Jena facility in Germany from primary manufacturing to a local final integration center by the end of the quarter." "On a separate note," continued Mr. Grady, "we are excited by the upcoming acquisition of Helix Technology, which we announced on July 11. Upon completion, which is expected in the fourth calendar quarter of 2005, I believe this transaction will significantly strengthen the financial performance of Brooks throughout the business cycles while improving our position as a major vacuum systems supplier for top tier OEM customers. We expect this transaction to be significantly accretive to Brooks' earnings in our fiscal year 2006. We are excited by the opportunities presented by this strategic combination with Helix as we continue to focus on bringing value to our shareholders, employees and customers." Completion of the Helix acquisition is subject to the applicable Hart-Scott-Rodino waiting period, stockholder approval of each company and other customary closing conditions. Business Segment Data The following table (unaudited) summarizes the three business segments of Brooks for fiscal Q3.
Factory Factory Equipment Automation Automation Automation Hardware Software Total ------------ ------------ ------------ ------------ Three months ended June 30, 2005: Revenues, in thousands $ 69,385 $ 21,938 $ 22,437 $ 113,760 Gross margin, in thousands $ 18,864 $ 5,789 $ 15,432 $ 40,085 Gross margin, % 27.2% 26.4% 68.8% 35.2% Operating margin, in thousands $ 3,107 $ 383 $ 23 $ 3,513 Amortization of acquired intangible assets $ 737 Restructuring charges $ 928 Total income from continuing operations $ 1,848
In Q3, the Company sold substantially all of the assets of its Specialty Equipment and Life Sciences Division, previously reported in the "Other" business segment, and has adjusted its financial statements accordingly to reflect this business as a discontinued operation. Q3 Fiscal 2005 Highlights * Captured 12 new design-in wins at OEM customers in Q3. * Shipped new MagnaTran 8(TM) vacuum transfer robot to major OEM in North America, displacing the OEM's current internally-developed robot. * Received acceptance of new Marathon 2(TM) vacuum transport system from Asian customer. * Shipped first production HX vacuum system for Gen-7 flat panel OEM customer in Korea. * Shipped evaluation units of new Jet(TM) atmospheric equipment front end module (EFEM) to two customers. * Captured 6 new design-in wins for lithography automation from customers in North America, Asia and Europe. * Booked new order from a Korean Gen-7 LCD customer for Material Control System (MCS) software, the second major LCD customer using Brooks' MCS in Korea. * Booked new order for FACTORYworks(TM) Manufacturing Execution System (MES) from high tech customer in China, continuing Brooks Software success in this important region. * Participated in SAP's SAPPHIRE '05 international customer conference in Boston, MA, May 17-19, showcasing the interoperability of Brooks Manufacturing and SAP Business Applications. * Announced the certification of Brooks' Integration Gateway through SAP's "Powered by SAP NetWeaver(TM)" program. The Integration Gateway will enable interoperability of Brooks' real-time manufacturing software with SAP's business solutions. Conference Call and Webcast Brooks Automation will host a conference call at 4:15 p.m. Eastern, August 1, 2005 to review its third fiscal quarter results. On the call, management will discuss the information contained in this announcement and answer related questions. Conference Call Date: Monday, August 1, 2005 Time: 4:15 p.m. Eastern Dial in #: (719) 457-2630 Passcode: 8030472 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 Third 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 Third 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, Monday, August 1, 2005, and available 7 days. The passcode for the replay is 8030472. 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. Participants in Solicitation Brooks, Helix and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Brooks and Helix stockholders in respect of the proposed transaction. Information regarding Brooks' participants is available in Brooks' Annual Report on Form 10-K for the year ended September 30, 2004, and the proxy statement, dated January 10, 2005, for its 2005 annual meeting of stockholders, which are filed with the SEC. Information regarding Helix's participants is available in Helix's Annual Report on Form 10-K for the year ended December 31, 2004, and the proxy statement, dated May 2, 2005, for its 2005 annual meeting of stockholders, which are filed with the SEC. Additional information regarding interests of such participants will be included in the Registration Statement containing the Joint Proxy Statement/Prospectus to be filed with the SEC. "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 products, purchasing and manufacturing trends among semiconductor manufacturing OEMs, the benefits of the proposed transaction with Helix 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; 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 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; the risk that the Helix acquisition will not be completed because a closing condition will not be satisfied; our ability to successfully integrate Helix's operations and employees; the risk that the cost savings and any other synergies from the Helix acquisition may not be fully realized or may take longer to realize than expected; the risk that possible disruption from the Helix acquisition will make it more difficult to maintain relationships with customers and employees; 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)
June 30, September 30, 2005 2004 ------------ ------------- ASSETS Cash, cash equivalents and marketable securities $ 301,637 $ 255,367 Accounts receivable, net 90,982 124,004 Inventories 57,708 71,891 Other current assets 14,105 9,873 Total current assets 464,432 461,135 Property, plant and equipment, net 56,517 58,810 Long-term marketable securities 48,087 73,743 Intangible assets, net 66,678 68,963 Other assets 4,755 8,388 Total assets $ 640,469 $ 671,039 LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY Current liabilities $ 136,181 $ 166,998 Convertible subordinated notes 175,000 175,000 Other long-term liabilities 12,087 15,228 Total liabilities 323,268 357,226 Minority interests 991 918 Stockholders' equity 316,210 312,895 Total liabilities, minority interests and stockholders' equity $ 640,469 $ 671,039 Cash, cash equivalents, short- term and long-term marketable securities June 30, 2005 $ 349,724 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 Nine months ended June 30, June 30, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Revenues $ 113,760 $ 153,787 $ 360,447 $ 372,709 Cost of revenues 73,675 96,512 234,436 234,575 Gross profit 40,085 57,275 126,011 138,134 Operating expenses: Research and development 16,069 16,520 48,075 48,542 Selling, general and administrative 20,503 22,385 60,695 62,143 Amortization of acquired intangible assets 737 912 2,364 2,772 Restructuring and acquisition- related charges 928 884 9,487 3,052 38,237 40,701 120,621 116,509 Income from continuing operations 1,848 16,574 5,390 21,625 Interest expense (income), net 90 1,138 646 3,654 Other (income) expense, net (640) 339 (706) 536 Income from continuing operations before income taxes and minority interests 2,398 15,097 5,450 17,435 Income tax provision 1,251 2,711 4,265 5,553 Income from continuing operations before minority interests 1,147 12,386 1,185 11,882 Minority interests in income (loss) of consolidated subsidiary (136) (65) 72 184 Income from continuing operations 1,283 12,451 1,113 11,698 Loss from discontinued operations, net of income taxes (357) (123) (3,554) (2,007) Net income (loss) $ 926 $ 12,328 $ (2,441) $ 9,691 Basic income (loss) per share from continuing operations $ 0.03 $ 0.28 $ 0.02 $ 0.28 Basic income (loss) per share from discontinued operations (0.01) (0.00) (0.08) (0.05) Basic income (loss) per share $ 0.02 $ 0.28 $ (0.05) $ 0.23 Diluted income (loss) per share from continuing operations $ 0.03 $ 0.28 $ 0.02 $ 0.27 Diluted income (loss) per share from discontinued operations (0.01) (0.00) (0.08) (0.05) Diluted income (loss) per share $ 0.02 $ 0.27 $ (0.05) $ 0.23 Shares used in computing earnings (loss) per share Basic 44,999 44,562 44,857 42,458 Diluted 45,216 44,983 45,124 43,011
SOURCE Brooks Automation, Inc. -0- 08/01/2005 /CONTACT: Mark Chung, Director of Investor Relations of Brooks Automation, Inc., +1-978- 262-2459, mark.chung@brooks.com/ /First Call Analyst: / /FCMN Contact: / /Web site: http://www.brooks.com/ -----END PRIVACY-ENHANCED MESSAGE-----