-----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, OXvN+mOoWzjSDu41vVv6O35HpySPdtoKg6piyXiEs/PIjCE72EMH16DhDLel6A+Y 3XNetCKBzVtvaeKRC4u0qA== 0001275287-06-000639.txt : 20060206 0001275287-06-000639.hdr.sgml : 20060206 20060206162551 ACCESSION NUMBER: 0001275287-06-000639 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060206 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060206 DATE AS OF CHANGE: 20060206 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: 06581928 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 ba4730.txt FORM 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): February 6, 2006 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 February 6, 2006, Brooks Automation, Inc. announced via press release, its financial results for the fiscal first quarter ended December 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 (d) Exhibits 99.1 Press release of February 6, 2006 of Brooks Automation, Inc. (the "Company") announcing its financial results for the fiscal first quarter ended December 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: February 6, 2006 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------- -------------------------------------------------------------------- *99.1 Brooks Automation, Inc. press release of February 6, 2006. - ---------- *Furnished herewith. EX-99.1 2 ba4730ex991.txt EXHIBIT 99.1 Exhibit 99.1 [LOGO OF BROOKS AUTOMATION] Brooks Automation, Inc. Tel (978) 262-2400 15 Elizabeth Drive Fax (978) 262-2500 Chelmsford, MA 01824 www.brooks.com FINAL - ----- Contact: Mark Chung Director of Investor Relations Brooks Automation, Inc. Telephone: (978) 262-2459 mark.chung@brooks.com BROOKS AUTOMATION REPORTS RESULTS FOR Q1 OF FISCAL 2006 ENDED DECEMBER 31, 2005 Company exceeds guidance for revenues, bookings and earnings; integration of Helix merger proceeding on track CHELMSFORD, Mass., February 6, 2006 -- Brooks Automation, Inc. (NASDAQ: BRKS), which produces hardware, software and systems to enable manufacturing efficiencies for the semiconductor and other complex manufacturing industries, today announced results for its first quarter of fiscal 2006 ended December 31, 2005. Revenues for the first quarter of fiscal 2006 were $127.2 million, better than Company guidance of $120 to $125 million. The acquisition of Helix Technology, which was included for 2 months of the quarter, accounted for $30.9 million of revenues, without which revenues were $96.3 million for Brooks, better than the guided range of $90 to $95 million. Bookings during the quarter were $141.3 million. Bookings exclusive of the Helix acquisition increased 22.9 percent sequentially for Brooks, better than the guided range of a 15 to 20 percent increase. Including Helix, overall bookings increased 63.5 percent sequentially. Net loss from continuing operations for the first quarter of fiscal 2006 on a Generally Accepted Accounting Principles (GAAP) basis was $11.3 million, or $0.17 per share, which included a total of $12.6 million, or $0.19 per share, in certain charges and special items. A majority of the charges were related to the acquisition of Helix, including a $7.0 million charge related to the purchase accounting inventory step-up and $2.1 million for amortization of acquired intangible assets. Additionally, stock option expense related to the adoption of SFAS 123 (R) "Stock Based Compensation" was $1.6 million. The remaining $2.0 million in charges were non-Helix related restructuring and amortization of acquired intangible assets. Edward C. Grady, president and chief executive officer of Brooks Automation, said "We saw strong improvement in customer demand during the December quarter. The timing couldn't be better for us, as we completed the acquisition of Helix and have positioned the combined company to realize strong leverage in an expected robust investment cycle for the semiconductor industry. I am pleased with the progress of the integration of Helix, resulting from a focused team effort that is enabling a fast and smooth transition across our various organizations. I am particularly pleased with the implementation of Helix's highly-regarded customer support and service model which is already helping to improve our relations with major customers on a global scale." Creating Manufacturing Efficiency. Accelerating Your Profit. PRESS RELEASE Mr. Grady further commented on the financial performance in the quarter and provided guidance for the March quarter. "The December quarter was a transitional quarter for Brooks, with the consolidation of Helix and a strong positive bookings inflection. We exceeded our guidance and consensus estimates for bookings, revenues and earnings. The pro forma gross margin for the company improved to 36.4 percent. Our balance sheet remains strong with $374 million in cash and equivalents. Looking forward to the March quarter, we expect order rates to continue to be strong. Bookings are expected to be $165 million to $175 million. We expect March quarter revenues to be $152 to $158 million. Net income is expected to be in the range of breakeven to $0.04 per share on a GAAP basis, which includes $0.12 per share in certain charges and special items. We are confident that our strategy of 'sintegrated engineered content' is the right approach for us and our customers, and we are focused on continuing to build our business and create value for our stakeholders. I am pleased with the organization we have built with the combination of the Brooks and Helix teams and to see the progress we are continuing to make in our key served markets." BUSINESS SEGMENT DATA The following table (unaudited) summarizes the two reporting segments of Brooks for fiscal Q1.
Hardware Software Total ----------- ----------- ----------- THREE MONTHS ENDED DECEMBER 31, 2005: Revenues, in thousands $ 108,495 $ 18,680 $ 127,175 Gross margin, in thousands $ 25,463 $ 11,471 $ 36,934 Gross margin, % 23.5%(A) 61.4%(B) 29.0%(C) Operating margin, in thousands $ (6,285) $ (2,836) $ (9,121) Operating margin, % (5.8)% (15.2)% (7.2)% Amortization of other acquired intangible assets $ 768 Restructuring charges $ 1,222 Total loss from continuing operations $ (11,111)
The Q1 results reflect approximately two months of the consolidated results of the former Helix business which are included in the Hardware reporting segment. Note: (A) Gross margin for the Hardware segment was 31.5 percent excluding $7.0 million in inventory step-up charge related to the acquisition of Helix, $1.5 million of amortization of completed technology and $0.2 million of FAS 123R expenses; (B) Gross margin for the Software segment was 64.7 percent excluding $0.6 million of amortization of completed technology and $0.1 million of FAS 123R expenses; and (C) Gross margin for the total company was 36.4 percent without the aforementioned charges. Creating Manufacturing Efficiency. Accelerating Your Profit. Page 2 PRESS RELEASE DISCUSSION OF NON-GAAP FINANCIALS The financial results that exclude certain charges and special items are not in accordance with GAAP. Management believes the presentation of non-GAAP financial measures, which exclude the costs associated with acquisitions and other special items, is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results, especially to help explain financials subsequent to the acquisition of Helix Technology. The following table is provided to summarize costs that are not included in the non-GAAP discussion.
Charge or item in Q1 2006 Amount EPS impact - ------------------------------------------------- ------------ ------------ ($thousands) Acquisition-related inventory write-off $ 6,983 $ 0.11 Stock options expenses $ 1,563 $ 0.02 Amortization of acquired intangible assets $ 2,836 $ 0.04 Acquisition-related and restructuring charges $ 1,222 $ 0.02 Total (with rounding) $ 12,604 $ 0.19
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 conference call today at 4:30 p.m. Eastern, February 6, 2006 to discuss the results. Conference Call Date: Monday, February 6, 2006 Time: 4:30 p.m. Eastern Dial in #: (719) 457-2698 Passcode: 2004734 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 First Quarter Fiscal 2006 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 First Quarter Fiscal 2006 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, February 6, 2006, and available 7 days. The passcode for the replay is 2004734. Creating Manufacturing Efficiency. Accelerating Your Profit. Page 3 PRESS RELEASE 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, software 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, our ability to meet customer shipment and delivery requirements, 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 acquisition of Helix, our ability to integrate successfully the business and personnel of Brooks and 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; 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. Creating Manufacturing Efficiency. Accelerating Your Profit. Page 4 BROOKS AUTOMATION, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) DECEMBER 31, SEPTEMBER 30, 2005 2005 ------------- ------------- ASSETS Cash, cash equivalents and marketable securities $ 353,193 $ 324,023 Accounts receivable, net 92,216 77,555 Inventories 78,056 48,434 Other current assets 19,102 16,077 ------------- ------------- Total current assets 542,567 466,089 Property, plant and equipment, net 71,657 54,165 Long-term marketable securities 20,784 32,935 Intangible assets, net 427,661 65,922 Other assets 19,923 4,969 ------------- ------------- Total assets $ 1,082,592 $ 624,080 ============= ============= LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY Current liabilities $ 140,692 $ 125,095 Convertible subordinated notes 175,000 175,000 Other long-term liabilities 17,075 13,090 ------------- ------------- Total liabilities 332,767 313,185 Minority interests 861 1,060 Stockholders' equity 748,964 309,835 ------------- ------------- Total liabilities, minority interests and stockholders' equity $ 1,082,592 $ 624,080 ============= ============= Cash, cash equivalents, short-term and long-term marketable securities December 31, 2005 $ 373,977 September 30, 2005 $ 356,958 June 30, 2005 $ 349,724 March 31, 2005 $ 351,214 December 31, 2004 $ 338,377
BROOKS AUTOMATION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)
THREE MONTHS ENDED DECEMBER 31, ----------------------------- 2005 2004 ------------- ------------- Revenues $ 127,175 $ 117,233 Cost of revenues 90,241 75,814 ------------- ------------- Gross profit 36,934 41,419 ------------- ------------- Gross margin 29.0% 35.3% Operating expenses: Research and development 16,111 15,640 Selling, general and administrative 30,712 20,781 Restructuring charges 1,222 2,661 ------------- ------------- 48,045 39,082 ------------- ------------- Income (loss) from continuing operations (11,111) 2,337 Interest (income) expense, net (1,170) 419 Other (income) expense, net 180 221 ------------- ------------- Income (loss) from continuing operations before income taxes and minority interests (10,121) 1,697 Income tax provision 1,347 1,486 ------------- ------------- Income (loss) from continuing operations before minority interests (11,468) 211 Minority interests in income (loss) of consolidated subsidiary (198) 130 ------------- ------------- Income (loss) from continuing operations (11,270) 81 Income (loss) from discontinued operations, net of income taxes 52 (976) ------------- ------------- Net loss $ (11,218) $ (895) ============= ============= Basic income (loss) per share: Continuing operations $ (0.17) $ 0.00 Discontinued operations 0.00 (0.02) ------------- ------------- Basic income (loss) per share $ (0.17) $ (0.02) ============= ============= Diluted income (loss) per share: Continuing operations $ (0.17) $ 0.00 Discontinued operations 0.00 (0.02) ------------- ------------- Diluted income (loss) per share $ (0.17) $ (0.02) ============= ============= Shares used in computing loss per share: Basic 66,112 44,702 Diluted 66,112 44,980
BROOKS AUTOMATION, INC. CALCULATION OF PRO FORMA NET INCOME FOR THE THREE MONTHS ENDED DECEMBER 31, 2005 (in thousands, except per share data) (unaudited)
U.S. GAAP ADJUSTMENTS PRO FORMA ------------- ------------- ------------- Revenues $ 127,175 $ - $ 127,175 Cost of revenues 90,241 9,318 A 80,923 ------------- ------------- ------------- Gross profit 36,934 (9,318) 46,252 ------------- ------------- ------------- Gross margin 29.0% 36.4% Operating expenses: Research and development 16,111 217 B 15,894 Selling, general and administrative 30,712 1,847 C 28,865 Restructuring charges 1,222 1,222 - ------------- ------------- ------------- 48,045 3,286 44,759 ------------- ------------- ------------- Income (loss) from continuing operations (11,111) (12,604) 1,493 Interest (income) expense, net (1,170) - (1,170) Other (income) expense, net 180 180 ------------- ------------- ------------- Income (loss) from continuing operations before income taxes and minority interests (10,121) (12,604) 2,483 Income tax provision 1,347 - 1,347 ------------- ------------- ------------- Income (loss) from continuing operations before minority interests (11,468) (12,604) 1,136 Minority interests in income of consolidated subsidiary (198) - (198) ------------- ------------- ------------- Income (loss) from continuing operations (11,270) (12,604) 1,334 Income (loss) from discontinued operations, net of income taxes 52 - 52 ------------- ------------- ------------- Net income (loss) $ (11,218) $ (12,604) $ 1,386 ============= ============= ============= Basic income (loss) per share from continuing operations $ (0.17) $ (0.19) $ 0.02 Basic income (loss) per share from discontinued operations 0.00 - 0.00 ------------- ------------- ------------- Basic income (loss) per share $ (0.17) $ (0.19) $ 0.02 ============= ============= ============= Diluted income (loss) per share from continuing operations $ (0.17) $ (0.19) $ 0.02 Diluted income (loss) per share from discontinued operations 0.00 - 0.00 ------------- ------------- ------------- Diluted income (loss) per share $ (0.17) $ (0.19) $ 0.02 ============= ============= ============= Shares used in computing earnings (loss) per share Basic 66,112 66,112 66,112 Diluted 66,112 66,112 66,112 Adjustments: (A) Write-off of Helix inventory step-up 6,983 Amortization of completed technology 2,068 FAS 123R expenses 267 ------------- 9,318 ------------- (B) FAS 123R expenses 217 (C) FAS 123R expenses 1,079 Amortization of other acquired intangible assets 768 ------------- 1,847 -------------
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