-----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, JkUpdMXAKShziOB1j6pNHYTeO5d8JonJw3tTwQ87wgZFF5lkuPcVsXSj9C64eeUd tM4bB0XxkyXIcA6KtHc67Q== 0001275287-06-002423.txt : 20060502 0001275287-06-002423.hdr.sgml : 20060502 20060502170553 ACCESSION NUMBER: 0001275287-06-002423 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060428 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060502 DATE AS OF CHANGE: 20060502 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: 06800324 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 ba5675.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): April, 28, 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 May 2, 2006, Brooks Automation, Inc. announced via press release its financial results for the fiscal first quarter ended March 31, 2006. 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 8.01 Other Events. On April 28, 2006 the Company entered into a settlement agreement with Information Technology Innovation LLC ("ITI") and other parties settling disputes that were the subject of patent litigation in the United States District Court for the Northern District of Illinois involving Brooks Automation, ITI, Freescale Semiconductor, Inc, Motorola, Inc and Intel Corporation. In exchange for a cash payment, the settlement affords a license, releases and covenants not to sue to Brooks Automation, the other parties named above, and all users of certain Brooks Automation factory modeling software products such as the "Autosched" product. ITEM 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Press release of May 2, 2006 of Brooks Automation, Inc. (the "Company") announcing its financial results for the fiscal first quarter ended March 31, 2006. 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 2, 2006 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------------------------------------------------- *99.1 Brooks Automation, Inc. press release of May 2, 2006. - ---------- *Furnished herewith. EX-99.1 2 ba5675ex991.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 CONFIDENTIAL - DRAFT ONLY - 2006-05-02 2:30PM - --------------------------------------------- CONTACT: Mark Chung Director of Investor Relations Brooks Automation, Inc. Telephone: (978) 262-2459 mark.chung@brooks.com BROOKS AUTOMATION REPORTS PRELIMINARY RESULTS FOR Q2 OF FISCAL 2006 ENDED MARCH 31, 2006 o GAAP net income of $5.9 million exceeds guidance; o Company achieves record level bookings of $193.0 million; o Revenues of $169.2 million also record for Company; o Quarter reflects full impact of Helix acquisition; o Filing of Form 10-Q expected to be delayed. CHELMSFORD, Mass., May 2, 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 preliminary results for its second quarter of fiscal 2006 ended March 31, 2006. The second quarter results include results of Helix Technology (acquired October 26, 2005) for the full quarter, while the first quarter results included only two months of Helix results. Revenues for the second quarter of fiscal 2006 increased to $169.2 million, compared to preceding quarter revenues of $127.2 million, which included only two months of Helix results. Bookings for the second quarter were $193.0 million, compared to preceding quarter bookings of $141.3 million, which also included only two months of Helix results. Net income on a Generally Accepted Accounting Principles (GAAP) basis was $5.9 million or $0.08 per diluted share for the second quarter of fiscal 2006, compared to a net loss for the first quarter of $11.2 million, or $0.17 per share. GAAP net income in Q2 included a total of $10.4 million, or $0.14 per share, in charges and special items, which consisted of a $4.2 million charge related to the purchase accounting for the Helix inventory step-up, $3.7 million for amortization of acquired intangible assets, and $1.1 million for restructuring. Additionally, stock option expense related to the adoption of SFAS 123 (R) "Stock Based Compensation" was $1.4 million. For comparison purposes, GAAP net income in Q1 included a total of $12.6 million, or $0.19 per share, in certain charges and special items, which included a $7.0 million charge related to the purchase accounting inventory step-up, $2.8 million for amortization of acquired intangible assets, stock option expense of $1.6 million and $1.2 million for restructuring. Without the charges and special items, non-GAAP net income in Q2 was $0.22 per diluted share and in Q1 was $0.02 per diluted share. A reconciliation of GAAP to non-GAAP results is provided elsewhere in this release. Creating Manufacturing Efficiency. Accelerating Your Profit. Edward C. Grady, President and Chief Executive Officer of Brooks Automation, said "We are pleased with our performance in Q2, which can be attributed not only to the strength of the current investment cycle of the semiconductor industry, but also to the underlying strength of our business model. We were able to realize good financial leverage from our market position and our focus on operations, as well as from the positive synergies of the Helix merger. Our $193 million in bookings in Q2 was the highest quarterly bookings level in the Company's history." Mr. Grady further commented, "In Q2, the gross margin for the Company improved for the fourth consecutive quarter to 39.4 percent, excluding acquisition-related charges and stock option expense. Our cash balance was essentially flat at $373 million even while the business ramped up. We are also pleased that we were able to settle patent litigation related to a certain software product enabling us to obtain closure on that issue for Brooks and for our customers, resulting in an expense that is included in the `other expense' line in our income statement. Looking forward to the June quarter, we expect the end markets to remain strong but with slowing growth. Revenues for the June quarter are expected to be $170 to $180 million. GAAP EPS is expected to be in the range of $0.14 to $0.20 per share, which is expected to include approximately $0.09 per share in certain charges and special items comparable to those referenced with respect to Q2. Finally, I would like to add that we are highly encouraged by the continuing success of the Helix integration. We thank our customers, our shareholders and our employees for their continued support." The Company also announced that it expects to delay the filing of its Form 10-Q for the quarter ended March 31, 2006. As previously announced, a special committee of independent directors has been established to review all facts and circumstances relating to the granting of stock options to employees and directors of the Company. The Company does not expect to file its fiscal 2006 second quarter Form 10-Q until the special committee has completed its review, due in part to the potential impact of the review on prior years' financial results. The results of fiscal 2006 second quarter are preliminary pending the completion of the review. The Company is also evaluating the impact of this matter on its system of internal controls. BUSINESS SEGMENT DATA The following table (unaudited) summarizes the two reporting segments of Brooks for fiscal Q2.
Hardware Software Total ------------ ------------ ------------ THREE MONTHS ENDED MARCH 31, 2006: Revenues, in thousands $ 148,772 $ 20,405 $ 169,177 Gross margin, in thousands $ 45,843 $ 13,857 $ 59.700 Gross margin, % 30.8%(A) 67.9%(B) 35.3%(C) Operating margin, in thousands $ 9,510 $ 676 $ 10,186 Operating margin, % 6.4% 3.3% 6.0% Amortization of other acquired intangible assets $ 1,272 Restructuring charges $ 1,143 Total income from continuing operations $ 7,771
Note: (A) Gross margin for the Hardware segment was 35.2 percent excluding $4.2 million in inventory step-up charge related to the acquisition of Helix, $2.1 million of amortization of completed technology and $0.2 million of FAS 123R expenses; (B) Gross margin for the Software segment was 69.8 percent excluding $0.3 million of amortization of completed technology and $0.1 million of FAS 123R expenses; and (C) Gross margin for the total company was 39.4 percent without the aforementioned charges. Creating Manufacturing Efficiency. Accelerating Your Profit. Page 2 DISCUSSION OF NON-GAAP FINANCIALS The financial results that exclude certain charges and special items are not in accordance with GAAP. Management believes the presentation of non-GAAP financial measures, which exclude the costs associated with acquisitions and other special items, is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results, especially to help explain financials subsequent to the acquisition of Helix Technology. The following table is provided to summarize costs that are not included in the non-GAAP discussion.
Second Quarter 2006 First Quarter 2006 --------------------------- --------------------------- Amount EPS Amount EPS Charge or item ($thousands) impact ($thousands) impact - --------------------------------------------- ------------ ------------ ------------ ------------ Acquisition-related inventory write-off $ 4,232 $ 0.06 $ 6,983 $ 0.11 Stock options expenses $ 1,354 $ 0.02 $ 1,563 $ 0.02 Amortization of acquired intangible assets $ 3,683 $ 0.05 $ 2,836 $ 0.04 Acquisition-related and restructuring charges $ 1,143 $ 0.02 $ 1,222 $ 0.02 Total (with rounding) $ 10,412 $ 0.14 $ 12,604 $ 0.19
A detailed reconciliation of the GAAP to the non-GAAP financials is provided with the financial tables. EARNINGS CONFERENCE CALL DETAILS Conference Call Date: Tuesday, May 2, 2006 Time: 4:30 p.m. Eastern Dial in #: (719) 457-2650 Passcode: 2329149 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 Second Quarter Fiscal 2006 Earnings Webcast." Creating Manufacturing Efficiency. Accelerating Your Profit. Page 3 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 Second 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, Tuesday, May 2, 2006, and available 7 days. The passcode for the replay is 2329149. 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 and the impact of settling certain litigation. Factors that could cause results to differ from our expectations include the following: the special committee's review of past option grant practices and the results of that review; 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; any modification to the settlement terms upon which recent patent litigation has been concluded; 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. # # # Creating Manufacturing Efficiency. Accelerating Your Profit. Page 4 All trademarks contained herein are the property of their respective owners. BROOKS AUTOMATION, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
MARCH 31, DECEMBER 31, 2006 2005 ------------ ------------ ASSETS Cash, cash equivalents and marketable securities $ 365,041 $ 353,193 Accounts receivable, net 119,134 92,216 Inventories 79,574 78,056 Other current assets 25,559 19,102 ------------ ------------ Total current assets 589,308 542,567 Property, plant and equipment, net 70,302 71,657 Long-term marketable securities 7,971 20,784 Intangible assets, net 415,206 427,661 Other assets 27,246 19,923 ------------ ------------ Total assets $ 1,110,033 $ 1,082,592 ============ ============ LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY Current liabilities $ 162,611 $ 140,692 Convertible subordinated notes 175,000 175,000 Other long-term liabilities 12,346 17,075 ------------ ------------ Total liabilities 349,957 332,767 Minority interests 294 861 Stockholders' equity 759,782 748,964 ------------ ------------ Total liabilities, minority interests and stockholders' equity $ 1,110,033 $ 1,082,592 ============ ============ Cash, cash equivalents, short-term and long-term marketable securities March 31, 2006 $ 373,012 December 31, 2005 $ 373,977 September 30, 2005 $ 356,958 June 30, 2005 $ 349,724 March 31, 2005 $ 351,214
Creating Manufacturing Efficiency. Accelerating Your Profit. Page 5 BROOKS AUTOMATION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)
THREE MONTHS THREE MONTHS SIX MONTHS ENDED ENDED ENDED DECEMBER 31, MARCH 31, MARCH 31, 2005 2006 2006 -------------- -------------- -------------- Revenues $ 127,175 $ 169,177 $ 296,352 Cost of revenues 90,241 109,477 199,718 -------------- -------------- -------------- Gross profit 36,934 59,700 96,634 -------------- -------------- -------------- Gross margin 29.0% 35.3% 32.6% Operating expenses: Research and development 16,111 16,992 33,103 Selling, general and administrative 30,712 33,794 64,506 Restructuring charges 1,222 1,143 2,365 -------------- -------------- -------------- 48,045 51,929 99,974 -------------- -------------- -------------- Income (loss) from continuing operations (11,111) 7,771 (3,340) Interest (income) expense, net (1,170) (1,182) (2,352) Other (income) expense, net 180 2,605 2,785 -------------- -------------- -------------- Income (loss) from continuing operations before income taxes and minority interests (10,121) 6,348 (3,773) Income tax provision 1,347 995 2,342 -------------- -------------- -------------- Income (loss) from continuing operations before minority interests (11,468) 5,353 (6,115) Minority interests in income (loss) of consolidated subsidiary (198) (568) (766) -------------- -------------- -------------- Income (loss) from continuing operations (11,270) 5,921 (5,349) Income (loss) from discontinued operations, net of income taxes 52 (2) 50 -------------- -------------- -------------- Net income (loss) $ (11,218) $ 5,919 $ (5,299) ============== ============== ============== Basic income (loss) per share: Continuing operations $ (0.17) $ 0.08 $ (0.08) Discontinued operations 0.00 (0.00) 0.00 -------------- -------------- -------------- Basic income (loss) per share $ (0.17) $ 0.08 $ (0.08) ============== ============== ============== Diluted income (loss) per share: Continuing operations $ (0.17) $ 0.08 $ (0.08) Discontinued operations 0.00 (0.00) 0.00 -------------- -------------- -------------- Diluted income (loss) per share$ (0.17) $ 0.08 $ (0.08) ============== ============== ============== Shares used in computing income (loss) per share: Basic 66,112 74,371 70,174 Diluted 66,112 74,596 70,174
Creating Manufacturing Efficiency. Accelerating Your Profit. Page 6 BROOKS AUTOMATION, INC. CALCULATION OF PRO FORMA NET INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2006 (in thousands, except per share data)
U.S. GAAP ADJUSTMENTS PRO FORMA -------------- -------------- -------------- Revenues $ 169,177 $ - $ 169,177 Cost of revenues 109,477 6,891 A 102,586 -------------- -------------- -------------- Gross profit 59,700 (6,891) 66,591 -------------- -------------- -------------- Gross margin 35.3% 39.4% Operating expenses: Research and development 16,992 195 B 16,797 Selling, general and administrative 33,794 2,183 C 31,611 Restructuring charges 1,143 1,143 - -------------- -------------- -------------- 51,929 3,521 48,408 -------------- -------------- -------------- Income (loss) from continuing operations 7,771 (10,412) 18,183 Interest (income) expense, net (1,182) - (1,182) Other (income) expense, net 2,605 2,605 -------------- -------------- -------------- Income (loss) from continuing operations before income taxes and minority interests 6,348 (10,412) 16,760 Income tax provision 995 - 995 -------------- -------------- -------------- Income (loss) from continuing operations before minority interests 5,353 (10,412) 15,765 Minority interests in income of consolidated subsidiary (568) - (568) -------------- -------------- -------------- Income (loss) from continuing operations 5,921 (10,412) 16,333 Income (loss) from discontinued operations, net of income taxes (2) - (2) -------------- -------------- -------------- Net income (loss) $ 5,919 $ (10,412) $ 16,331 ============== ============== ============== Basic income (loss) per share from continuing operations $ 0.08 $ (0.14) $ 0.22 Basic income (loss) per share from discontinued operations (0.00) - (0.00) -------------- -------------- -------------- Basic income (loss) per share $ 0.08 $ (0.14) $ 0.22 ============== ============== ============== Diluted income (loss) per share from continuing operations $ 0.08 $ (0.14) $ 0.22 Diluted income (loss) per share from discontinued operations (0.00) - (0.00) -------------- -------------- -------------- Diluted income (loss) per share $ 0.08 $ (0.14) $ 0.22 ============== ============== ============== Shares used in computing earnings (loss) per share Basic 74,371 74,371 74,371 Diluted 74,596 74,596 74,596 Adjustments: (A) Write-off of Helix inventory step-up 4,232 Amortization of completed technology 2,411 FAS 123R expenses 248 -------------- 6,891 -------------- (B) FAS 123R expenses 195 (C) FAS 123R expenses 911 Amortization of other acquired intangible assets 1,272 -------------- 2,183 --------------
Creating Manufacturing Efficiency. Accelerating Your Profit. Page 7 -----END PRIVACY-ENHANCED MESSAGE-----