e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 |
For the quarterly period ended: December 31, 2007
OR
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Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number 0-25434
BROOKS AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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04-3040660 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
15 Elizabeth Drive
Chelmsford, Massachusetts
(Address of principal executive offices)
Registrant’s telephone number, including area code: (978) 262-2400
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes o No o
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as
of the latest practical date, January 31, 2008:
Common
stock, $0.01 par value 65,562,621 shares
BROOKS AUTOMATION, INC.
INDEX
2
BROOKS AUTOMATION, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(In thousands, except share and per share data)
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December 31, |
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September 30, |
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2007 |
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2007 |
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Assets |
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|
|
|
|
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Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
144,559 |
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|
$ |
168,232 |
|
Marketable securities |
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|
55,087 |
|
|
|
80,102 |
|
Accounts receivable, net |
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91,635 |
|
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|
105,904 |
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Inventories, net |
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107,154 |
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|
104,794 |
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Prepaid expenses and other current assets |
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|
20,331 |
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|
20,489 |
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|
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Total current assets |
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418,766 |
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479,521 |
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Property, plant and equipment, net |
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80,782 |
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80,747 |
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Long-term marketable securities |
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|
34,997 |
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26,283 |
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Goodwill |
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319,127 |
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319,302 |
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Intangible assets, net |
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73,024 |
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76,964 |
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Equity investment in joint ventures |
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24,773 |
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24,007 |
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Other assets |
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7,316 |
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8,014 |
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Total assets |
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$ |
958,785 |
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$ |
1,014,838 |
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Liabilities, minority interests and stockholders’ equity |
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Current liabilities |
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Accounts payable |
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$ |
43,409 |
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$ |
57,758 |
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Deferred revenue |
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6,295 |
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5,424 |
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Accrued warranty and retrofit costs |
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9,569 |
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10,986 |
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Accrued compensation and benefits |
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17,563 |
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23,850 |
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Accrued restructuring costs |
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5,963 |
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|
6,778 |
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Accrued income taxes payable |
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4,433 |
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5,934 |
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Accrued expenses and other current liabilities |
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17,663 |
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21,908 |
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Total current liabilities |
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104,895 |
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132,638 |
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Accrued long-term restructuring |
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8,079 |
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8,933 |
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Income taxes payable |
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10,649 |
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10,159 |
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Other long-term liabilities |
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2,405 |
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2,866 |
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Total liabilities |
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126,028 |
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154,596 |
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Contingencies (Note 13) |
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Minority interests |
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435 |
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463 |
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Stockholders’ equity |
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Preferred stock, $0.01 par value, 1,000,000 shares authorized, no
shares issued and outstanding |
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— |
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— |
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Common stock, $0.01 par value, 125,000,000 shares authorized,
76,788,507 shares issued and 68,470,321 shares outstanding at
December 31, 2007, 76,483,603 shares issued and 70,423,603 shares
outstanding at September 30, 2007 |
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|
768 |
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|
765 |
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Additional paid-in capital |
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1,781,986 |
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1,780,401 |
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Accumulated other comprehensive income |
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19,784 |
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|
18,202 |
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Treasury stock at cost, 8,318,186 shares and 6,060,000 shares at
December 31, 2007 and September 30, 2007, respectively |
|
|
(139,970 |
) |
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|
(110,762 |
) |
Accumulated deficit |
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|
(830,246 |
) |
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|
(828,827 |
) |
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Total stockholders’ equity |
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832,322 |
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|
859,779 |
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Total liabilities, minority interests and stockholders’ equity |
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$ |
958,785 |
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$ |
1,014,838 |
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The accompanying notes
are an integral part of these unaudited consolidated financial
statements.
3
BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)
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Three months ended |
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December 31, |
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2007 |
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2006 |
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Revenues |
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Product |
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$ |
118,371 |
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$ |
161,115 |
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Services |
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29,462 |
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30,253 |
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Total revenues |
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147,833 |
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191,368 |
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Cost of revenues |
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Product |
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85,616 |
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|
107,826 |
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Services |
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23,768 |
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|
23,860 |
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Total cost of revenues |
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|
109,384 |
|
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|
131,686 |
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|
|
|
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Gross profit |
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38,449 |
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|
59,682 |
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Operating expenses |
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Research and development |
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12,432 |
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|
13,090 |
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Selling, general and administrative |
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|
29,103 |
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|
30,996 |
|
Restructuring and acquisition-related charges |
|
|
600 |
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|
— |
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Total operating expenses |
|
|
42,135 |
|
|
|
44,086 |
|
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|
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|
Operating income (loss) from continuing operations |
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|
(3,686 |
) |
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|
15,596 |
|
Interest income |
|
|
3,209 |
|
|
|
2,175 |
|
Interest expense |
|
|
133 |
|
|
|
141 |
|
Other (income) expense, net |
|
|
343 |
|
|
|
542 |
|
|
|
|
|
|
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|
Income (loss) from continuing operations before income taxes and
minority interests |
|
|
(953 |
) |
|
|
17,088 |
|
Income tax provision |
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|
670 |
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|
644 |
|
|
|
|
|
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|
Income (loss) from continuing operations before minority interests |
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(1,623 |
) |
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|
16,444 |
|
Minority interests in (income) loss of consolidated subsidiaries |
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27 |
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|
164 |
|
Equity in earnings of joint ventures |
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|
177 |
|
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|
371 |
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations |
|
|
(1,419 |
) |
|
|
16,979 |
|
Income from discontinued operations, net of income taxes |
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|
— |
|
|
|
5,160 |
|
|
|
|
|
|
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|
Net income (loss) |
|
$ |
(1,419 |
) |
|
$ |
22,139 |
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Basic income (loss) per share from continuing operations |
|
$ |
(0.02 |
) |
|
$ |
0.23 |
|
Basic income per share from discontinued operations |
|
|
— |
|
|
|
0.07 |
|
|
|
|
|
|
|
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Basic net income (loss) per share |
|
$ |
(0.02 |
) |
|
$ |
0.30 |
|
|
|
|
|
|
|
|
Diluted income (loss) per share from continuing operations |
|
$ |
(0.02 |
) |
|
$ |
0.23 |
|
Diluted income per share from discontinued operations |
|
|
— |
|
|
|
0.07 |
|
|
|
|
|
|
|
|
Diluted net income (loss) per share |
|
$ |
(0.02 |
) |
|
$ |
0.30 |
|
|
|
|
|
|
|
|
Shares used in computing income (loss) per share |
|
|
|
|
|
|
|
|
Basic |
|
|
69,110 |
|
|
|
74,595 |
|
Diluted |
|
|
69,110 |
|
|
|
74,999 |
|
The accompanying
notes are an integral part of these unaudited consolidated financial
statements.
4
BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands)
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|
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Three months ended |
|
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|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(1,419 |
) |
|
$ |
22,139 |
|
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
8,507 |
|
|
|
8,313 |
|
Stock-based compensation |
|
|
2,009 |
|
|
|
2,143 |
|
Discount on marketable securities |
|
|
(418 |
) |
|
|
(229 |
) |
Undistributed earnings of joint ventures |
|
|
(177 |
) |
|
|
(371 |
) |
Minority interests |
|
|
(27 |
) |
|
|
(164 |
) |
Loss on disposal of long-lived assets |
|
|
105 |
|
|
|
313 |
|
Changes in operating assets and liabilities, net of acquisitions and disposals: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
14,379 |
|
|
|
(13,699 |
) |
Inventories |
|
|
(2,248 |
) |
|
|
(5,256 |
) |
Prepaid expenses and other assets |
|
|
1,977 |
|
|
|
1,271 |
|
Accounts payable |
|
|
(14,396 |
) |
|
|
(4,237 |
) |
Deferred revenue |
|
|
865 |
|
|
|
694 |
|
Accrued warranty and retrofit costs |
|
|
(1,413 |
) |
|
|
274 |
|
Accrued compensation and benefits |
|
|
(6,362 |
) |
|
|
(8,005 |
) |
Accrued restructuring costs |
|
|
(1,691 |
) |
|
|
(2,201 |
) |
Accrued expenses and other current liabilities |
|
|
(5,822 |
) |
|
|
(4,457 |
) |
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(6,131 |
) |
|
|
(3,472 |
) |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(4,521 |
) |
|
|
(3,984 |
) |
Acquisition of Synetics Solutions, net of cash acquired |
|
|
— |
|
|
|
(38 |
) |
Purchases of marketable securities |
|
|
(98,115 |
) |
|
|
(75,580 |
) |
Sale/maturity of marketable securities |
|
|
114,154 |
|
|
|
100,550 |
|
Purchases of intangible assets |
|
|
(75 |
) |
|
|
— |
|
|
|
|
|
|
|
|
Net cash provided by investing activities |
|
|
11,443 |
|
|
|
20,948 |
|
|
|
|
|
|
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|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Treasury stock purchases |
|
|
(29,208 |
) |
|
|
— |
|
Proceeds from issuance of common stock, net of issuance costs |
|
|
— |
|
|
|
367 |
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(29,208 |
) |
|
|
367 |
|
|
|
|
|
|
|
|
Effects of exchange rate changes on cash and cash equivalents |
|
|
223 |
|
|
|
502 |
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
(23,673 |
) |
|
|
18,345 |
|
Cash and cash equivalents, beginning of period |
|
|
168,232 |
|
|
|
115,773 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
144,559 |
|
|
$ |
134,118 |
|
|
|
|
|
|
|
|
The accompanying notes are an
integral part of these unaudited consolidated financial statements.
5
BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. Basis of Presentation
The unaudited condensed consolidated financial statements of Brooks Automation, Inc. and its
subsidiaries (“Brooks” or the “Company”) included herein have been prepared in accordance with
generally accepted accounting principles. In the opinion of management, all material adjustments
which are of a normal and recurring nature necessary for a fair presentation of the results for the
periods presented have been reflected.
Certain information and footnote disclosures normally included in the Company’s annual
consolidated financial statements have been condensed or omitted and, accordingly, the accompanying
financial information should be read in conjunction with the consolidated financial statements and
notes thereto contained in the Company’s Annual Report on Form 10-K, filed with the United States
Securities and Exchange Commission for the year ended September 30, 2007. Certain reclassifications
have been made in the prior period consolidated financial statements to conform to the current
presentation.
Recently Enacted Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board (“FASB”) issued FIN No. 48. FIN No. 48
clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial
statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes”. FIN No. 48
prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN
No. 48 also provides guidance on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure, and transition. The Company adopted FIN No. 48 on October 1, 2007.
The effect of the adoption did not materially affect the Company’s financial position or results of
operations.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS
157 defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements. SFAS 157 applies under
other accounting pronouncements that require or permit fair value measurements, the FASB having
previously concluded in those accounting pronouncements that fair value is the relevant measurement
attribute. Accordingly, SFAS 157 does not require any new fair value measurements. SFAS 157 is
effective for fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years, with earlier adoption permitted. The provisions of SFAS 157 will be applied
prospectively as of the beginning of the fiscal year in which it is initially applied. The Company
is currently evaluating the potential impact of SFAS 157 on its financial position and results of
operations.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets
and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (“SFAS 159”). SFAS
159 permits entities to choose to measure many financial instruments and certain other items at
fair value and is effective as of the beginning of the Company’s fiscal year beginning after
November 15, 2007. The Company is currently evaluating the potential impact of SFAS 159 on its
financial position and results of operations.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS
141R). SFAS 141R significantly changes the accounting for business combinations in a number of
areas including the treatment of contingent consideration, pre-acquisition contingencies,
transaction costs, restructuring costs and income taxes. Statement 141 applies prospectively to
business combinations for which the acquisition date is on or after the beginning of the fiscal
year beginning after December 15, 2008. The Company is currently evaluating the potential impact of
SFAS 141R on its financial position and results of operations.
In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated
Financial Statements — An amendment of ARB No. 51” (SFAS 160). SFAS 160 amends ARB 51 to establish
accounting and reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity in the consolidated
financial statements. The amount of net income attributable to the noncontrolling interest
6
will be included in consolidated net income on the face of the income statement. Statement 160
clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in
deconsolidation are equity transactions if the parent retains its controlling financial interest.
In addition, this Statement requires that a parent recognize a gain or loss in net income when a
subsidiary is deconsolidated. SFAS 160 is effective for fiscal years beginning after December 15,
2008. The Company is currently evaluating the potential impact of SFAS 160 on its financial
position and results of operations.
2. Stock Based Compensation
The following table reflects compensation expense recorded during the three months ended
December 31, 2007 and 2006 in accordance with SFAS 123R (in thousands):
| |
|
|
|
|
|
|
|
|
| |
|
Three months ended |
|
| |
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
Stock options |
|
$ |
189 |
|
|
$ |
801 |
|
Restricted stock |
|
|
1,659 |
|
|
|
1,118 |
|
Employee stock purchase plan
|
|
|
161 |
|
|
|
224 |
|
|
|
|
|
|
|
|
|
|
$ |
2,009 |
|
|
$ |
2,143 |
|
|
|
|
|
|
|
|
Equity Incentive Plans
The Company’s equity incentive plans are intended to attract and retain employees and to
provide an incentive for them to assist the Company to achieve long-range performance goals and to
enable them to participate in the long-term growth of the Company. The equity incentive plans
consist of plans under which employees may be granted options to purchase shares of the Company’s
stock, restricted stock and other equity incentives. Under the equity incentive plans, stock
options generally have a vesting period of four years and are exercisable for a period not to
exceed seven years from the date of issuance. Restricted stock awards generally vest over one to
four years. At December 31, 2007, a total of 6,459,914 shares were reserved and available for the
issuance of awards under the plans.
Stock Option Activity
The following table summarizes stock option activity for the three months ended December 31,
2007:
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Weighted |
|
| |
|
Number of |
|
|
Average |
|
| |
|
Options |
|
|
Exercise Price |
|
Outstanding at September 30, 2007 |
|
|
2,512,059 |
|
|
$ |
20.11 |
|
Forfeited/expired |
|
|
(273,335 |
) |
|
|
22.16 |
|
|
|
|
|
|
|
|
Outstanding at December 31, 2007 |
|
|
2,238,724 |
|
|
$ |
19.86 |
|
Options exercisable at December 31, 2007 |
|
|
2,017,545 |
|
|
$ |
20.47 |
|
The options outstanding and exercisable at December 31, 2007 were in the following exercise
price ranges:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Options Outstanding |
|
Options Exercisable |
| |
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Remaining |
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
|
|
|
Aggregate |
| |
|
|
|
|
|
Contractual |
|
Weighted- |
|
Intrinsic |
|
|
|
|
|
Weighted- |
|
Intrinsic |
| Range of |
|
|
|
|
|
Life |
|
Average |
|
Value (in |
|
|
|
|
|
Average |
|
Value (in |
| Exercise Prices |
|
Shares |
|
(Years) |
|
Exercise Price |
|
Thousands) |
|
Shares |
|
Exercise Price |
|
Thousands) |
$3.62 — $13.21 |
|
|
651,969 |
|
|
|
3.16 |
|
|
$ |
11.32 |
|
|
$ |
1,229 |
|
|
|
525,493 |
|
|
$ |
10.94 |
|
|
$ |
1,191 |
|
$13.22 — $23.75 |
|
|
552,104 |
|
|
|
3.58 |
|
|
$ |
18.34 |
|
|
$ |
— |
|
|
|
457,401 |
|
|
$ |
18.76 |
|
|
$ |
— |
|
$24.02 — $24.30 |
|
|
674,378 |
|
|
|
2.10 |
|
|
$ |
24.30 |
|
|
$ |
— |
|
|
|
674,378 |
|
|
$ |
24.30 |
|
|
$ |
— |
|
$24.31 — $54.00 |
|
|
360,273 |
|
|
|
1.26 |
|
|
$ |
29.35 |
|
|
$ |
— |
|
|
|
360,273 |
|
|
$ |
29.35 |
|
|
$ |
— |
|
| |
|
|
$3.62 — $54.00 |
|
|
2,238,724 |
|
|
|
2.64 |
|
|
$ |
19.86 |
|
|
$ |
1,229 |
|
|
|
2,017,545 |
|
|
$ |
20.47 |
|
|
$ |
1,191 |
|
The weighted average remaining contractual life of options exercisable at December 31, 2007
was 2.5 years.
7
The aggregate intrinsic value in the table above represents the total intrinsic value, based
on the Company’s closing stock price of $13.21 as of December 31, 2007, which would have been
received by the option holders had all option holders exercised their options as of that date.
No stock options were granted during the three months ended December 31, 2007 and 2006. The
total intrinsic value of options exercised during the three month period ended December 31, 2007
and 2006 was $0 and $53,000, respectively. The total cash received from employees as a result of
employee stock option exercises during the three months ended December 31, 2007 and 2006 was $0 and
$367,000, respectively.
As of December 31, 2007 future compensation cost related to nonvested stock options is
approximately $2.0 million and will be recognized over an estimated weighted average period of 1.8
years.
Restricted Stock Activity
A summary of the status of the Company’s restricted stock as of December 31, 2007 and changes
during the three months ended December 31, 2007 is as follows:
| |
|
|
|
|
|
|
|
|
| |
|
Three months ended |
|
| |
|
December 31, 2007 |
|
| |
|
|
|
|
|
Weighted |
|
| |
|
|
|
|
|
Average |
|
| |
|
|
|
|
|
Grant-Date |
|
| |
|
Shares |
|
|
Fair Value |
|
Outstanding at beginning of year |
|
|
961,875 |
|
|
$ |
14.42 |
|
Awards granted |
|
|
470,000 |
|
|
|
12.42 |
|
Awards vested |
|
|
(125,106 |
) |
|
|
14.51 |
|
Awards canceled |
|
|
(127,644 |
) |
|
|
13.60 |
|
|
|
|
|
|
|
|
Outstanding at end of period |
|
|
1,179,125 |
|
|
$ |
13.70 |
|
The fair value of restricted stock awards vested during the three months ended December 31,
2007 and 2006 was $1.8 million and $1.2 million, respectively.
As of December 31, 2007, the unrecognized compensation cost related to nonvested restricted
stock is $12.9 million and will be recognized over an estimated weighted average amortization
period of 2.3 years.
Employee Stock Purchase Plan
The Company’s employee stock purchase plan enables eligible employees to purchase shares of
the Company’s common stock. Under this plan, eligible employees may purchase shares during
six-month offering periods commencing on February 1 and August 1 of each year at a price per share
of 85% of the lower of the fair market value price per share on the first or last day of each
six-month offering period. Participating employees may elect to have up to 10% of their base pay
withheld and applied toward the purchase of such shares. The rights of participating employees
under this plan terminate upon voluntary withdrawal from the plan at any time or upon termination
of employment. There were no shares purchased under the employee stock purchase plan during the
three months ended December 31, 2007. At December 31, 2007, a total of 1,253,422 shares were
reserved and available for issuance under this plan.
3. Goodwill and Intangible Assets
The changes in the carrying amount of goodwill by reportable segment for the three months
ended December 31, 2007 is as follows (in thousands):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Global |
|
|
|
|
| |
|
Automation |
|
|
Critical |
|
|
Customer |
|
|
|
|
| |
|
Systems |
|
|
Components |
|
|
Support |
|
|
Total |
|
Balance at September 30, 2007 |
|
$ |
43,544 |
|
|
$ |
124,091 |
|
|
$ |
151,667 |
|
|
$ |
319,302 |
|
Adjustments to goodwill: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of Helix Technology |
|
|
— |
|
|
|
(42 |
) |
|
|
(52 |
) |
|
|
(94 |
) |
Other acquisitions |
|
|
(81 |
) |
|
|
— |
|
|
|
— |
|
|
|
(81 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007 |
|
$ |
43,463 |
|
|
$ |
124,049 |
|
|
$ |
151,615 |
|
|
$ |
319,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
Components of the Company’s identifiable intangible assets are as follows (in thousands):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, 2007 |
|
|
September 30, 2007 |
|
| |
|
|
|
|
|
Accumulated |
|
|
Net book |
|
|
|
|
|
|
Accumulated |
|
|
Net book |
|
| |
|
Cost |
|
|
Amortization |
|
|
value |
|
|
Cost |
|
|
Amortization |
|
|
Value |
|
Patents |
|
$ |
9,877 |
|
|
$ |
7,203 |
|
|
$ |
2,674 |
|
|
$ |
9,802 |
|
|
$ |
7,093 |
|
|
$ |
2,709 |
|
Completed technology |
|
|
64,761 |
|
|
|
24,363 |
|
|
|
40,398 |
|
|
|
64,761 |
|
|
|
22,033 |
|
|
|
42,728 |
|
Trademark and trade names |
|
|
4,925 |
|
|
|
1,922 |
|
|
|
3,003 |
|
|
|
4,925 |
|
|
|
1,726 |
|
|
|
3,199 |
|
Non-competition agreements |
|
|
50 |
|
|
|
50 |
|
|
|
— |
|
|
|
50 |
|
|
|
50 |
|
|
|
— |
|
Customer relationships |
|
|
36,500 |
|
|
|
9,551 |
|
|
|
26,949 |
|
|
|
36,500 |
|
|
|
8,172 |
|
|
|
28,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
116,113 |
|
|
$ |
43,089 |
|
|
$ |
73,024 |
|
|
$ |
116,038 |
|
|
$ |
39,074 |
|
|
$ |
76,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for intangible assets was $4.0 million and $3.8 million for the three
months ended December 31, 2007 and 2006, respectively.
4. Property, Plant and Equipment
Property, plant and equipment as of December 31, 2007 and September 30, 2007 were as follows
(in thousands):
| |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
|
September 30, |
|
| |
|
2007 |
|
|
2007 |
|
Buildings and land |
|
$ |
44,678 |
|
|
$ |
44,678 |
|
Computer equipment and software |
|
|
37,189 |
|
|
|
37,680 |
|
Machinery and equipment |
|
|
46,024 |
|
|
|
45,082 |
|
Furniture and fixtures |
|
|
11,766 |
|
|
|
11,986 |
|
Leasehold improvements |
|
|
28,753 |
|
|
|
28,951 |
|
Construction in progress |
|
|
13,310 |
|
|
|
10,295 |
|
|
|
|
|
|
|
|
|
|
|
181,720 |
|
|
|
178,672 |
|
Less accumulated depreciation and amortization |
|
|
(100,938 |
) |
|
|
(97,925 |
) |
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
$ |
80,782 |
|
|
$ |
80,747 |
|
|
|
|
|
|
|
|
9
Depreciation expense was $4.5 million and $4.3 million for the three months ended December 31,
2007 and 2006, respectively.
5. Income Taxes
In July 2006, the FASB issued FIN No. 48. FIN No. 48 clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements in accordance with FASB
Statement No. 109, “Accounting for Income Taxes”. FIN No. 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. FIN No. 48 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods, disclosure, and transition.
The Company adopted the provisions of FIN No. 48 on October 1, 2007. The implementation of FIN
No. 48 did not materially affect the Company’s financial position or results of operations. As of
the adoption date, October 1, 2007, the Company had $14.5 million of unrecognized tax benefits, of
which $12.3 million, if recognized, would affect the effective tax rate and the remaining $2.2
million, if recognized, would decrease goodwill. As of the adoption date the Company had accrued
interest expense related to the unrecognized tax benefits of $1.4 million, which is included in the
$14.5 million of unrecognized tax benefits. The Company recognizes interest related to unrecognized
benefits as a component of tax expense.
Prior to the adoption of FIN No. 48, the Company’s policy was to classify accruals for
uncertain positions as a current liability unless it was highly probable that there would not be a
payment or settlement for such identified risks for a period of at least a year. On October 1,
2007, the Company reclassified $10.2 million of income tax liabilities from current to long-term
liabilities because a cash settlement of these liabilities is not anticipated within one year of
the balance sheet date.
The Company is subject to U.S. federal income tax and various state, local and international
income taxes in various jurisdictions. The amount of income taxes paid is subject to the Company’s
interpretation of applicable tax laws in the jurisdictions in which it files. In the normal course
of business, the Company is subject to examination by taxing authorities throughout the world. The
Company has income tax audits in progress in various state and international jurisdictions in which
it operates. In the Company’s U.S. and international jurisdictions, the years that may be examined
vary, with the earliest tax year being 2001. Based on the outcome of these examinations, or the
result of the expiration of statutes of limitations for specific jurisdictions, it is reasonably
possible that the related unrecognized tax benefits could change from those recorded in the
Company’s statement of financial position. The Company anticipates that several of these audits may
be finalized within the next 12 months. However, based on the status of these examinations, and the
protocol of finalizing such audits, it is not possible to estimate the impact of any amount of such
changes, if any, to the Company’s previously recorded uncertain tax positions.
6. Earnings (Loss) per Share
Below is a reconciliation of weighted average common shares outstanding for purposes of
calculating basic and diluted earnings (loss) per share (in thousands):
| |
|
|
|
|
|
|
|
|
| |
|
Three months ended |
|
| |
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
Weighted average common shares outstanding used in computing
basic earnings (loss) per share |
|
|
69,110 |
|
|
|
74,595 |
|
Dilutive common stock options and restricted stock awards
|
|
|
— |
|
|
|
404 |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding for purposes of
computing diluted earnings (loss) per share |
|
|
69,110 |
|
|
|
74,999 |
|
|
|
|
|
|
|
|
Approximately 2,367,000 and 3,847,000 options to purchase common stock and 555,000 and 0
shares of restricted stock were excluded from the computation of diluted earnings per share
attributable to common stockholders for the three months ended December 31, 2007 and 2006,
respectively, as their effect would be anti-dilutive. The 3,847,000 options for the three months
ended December 31, 2006 had an exercise price greater than the
10
average market price of the common stock. These options and restricted stock could, however,
become dilutive in future periods.
7. Discontinued Operations
On March 30, 2007, the Company completed the sale of its software division, Brooks Software,
to Applied Materials, Inc., a Delaware corporation (“Applied”) for cash consideration and the
assumption of certain liabilities related to Brooks Software. Brooks Software provided real-time
applications for greater efficiency and productivity in collaborative, complex manufacturing
environments. The Company transferred to Applied substantially all of its assets primarily related
to Brooks Software, including the stock of several subsidiaries engaged only in the business of
Brooks Software, and Applied assumed certain liabilities related to Brooks Software.
The Company recorded a gain of $83.9 million in the second quarter of fiscal year 2007 on the
sale of its discontinued software business, which is unchanged at December 31, 2007. This gain
reflects the proceeds of $132.5 million of cash consideration, offset by expenses of $7.7 million,
a tax provision of $1.9 million, and the write-off of net assets totaling $39.0 million.
Effective October 1, 2006, the Company’s consolidated financial statements and notes have been
reclassified to reflect this business as a discontinued operation in accordance with SFAS No. 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets.”
There were no operating results from discontinued operations of the software division for the
three months ended December 31, 2007. The summary of operating results from discontinued operations
of the software division for the three months ended December 31, 2006 is as follows (in thousands):
| |
|
|
|
|
| |
|
Three months ended |
| |
|
December 31, |
| |
|
2006 |
Revenues |
|
$ |
21,534 |
|
Gross profit |
|
|
14,622 |
|
Income from discontinued operations before income taxes
|
|
|
3,741 |
|
Income from discontinued operations, net of tax |
|
|
5,160 |
|
The income of $5,160,000 for the three months ended December 31, 2006 includes the recognition
of a tax benefit resulting from the reversal of tax reserves due to an audit settlement of
$2,100,000.
There were no assets and liabilities from discontinued operations of the software division as
of December 31, 2007 or September 30, 2007.
8. Comprehensive Income
Comprehensive income is computed as the sum of the Company’s net income (loss), the change in
the cumulative translation adjustment and the total unrealized gain (loss) on the Company’s
marketable securities. The calculation of the Company’s comprehensive income for the three months
ended December 31, 2007 and 2006 is as follows (in thousands):
| |
|
|
|
|
|
|
|
|
| |
|
Three months ended |
|
| |
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
Net income (loss) |
|
$ |
(1,419 |
) |
|
$ |
22,139 |
|
Change in cumulative translation adjustment |
|
|
2,413 |
|
|
|
1,345 |
|
Unrealized gain (loss) on marketable securities |
|
|
(832 |
) |
|
|
135 |
|
|
|
|
|
|
|
|
|
|
$ |
162 |
|
|
$ |
23,619 |
|
|
|
|
|
|
|
|
Principally all of the $832,000 unrealized loss on marketable securities for the three months ended
December 31, 2007 relates to the Company’s investment in a closely-held Swiss public company.
9. Segment Information
11
In the fourth quarter of fiscal 2007 the Company made changes to its internal reporting
structure and began reporting results in three segments: Automation Systems Group; Critical
Components Group; and Global Customer Support Group.
The Automation Systems Group segment provides a range of wafer handling products and systems
that support both atmospheric and vacuum process technology used by the Company’s customers.
The Critical Components Group segment includes cryogenic vacuum pumping, thermal management
and vacuum measurement solutions used to create, measure and control critical process vacuum
applications. The pump, gauge and chiller products serve various markets that use vacuum as a
critical enabler to overall system performance.
The Global Customer Support Group segment consists of the Company’s service organization,
which provides an extensive range of support to its customers to address their on-site needs,
consultation, or spare parts logistics, all of which enable the customer to maximize wafer fab
utilization, process tool uptime and productivity.
The Company evaluates performance and allocates resources based on revenues and operating
income (loss). Operating income (loss) for each segment includes selling, general and
administrative expenses directly attributable to the segment. Amortization of acquired intangible
assets (excluding completed technology) and restructuring charges are excluded from the segments’
operating income (loss). The Company’s non-allocable overhead costs, which include corporate
general and administrative expenses, are allocated between the segments based upon segment
revenues. Segment assets exclude deferred tax assets, acquired intangible assets, goodwill,
investments in joint ventures, marketable securities and cash equivalents.
The Company has reclassified prior year data due to the changes made in its reportable
segments.
Financial information for the Company’s business segments is as follows (in thousands):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Global |
|
|
|
|
| |
|
Automation |
|
|
Critical |
|
|
Customer |
|
|
|
|
| |
|
Systems |
|
|
Components |
|
|
Support |
|
|
Total |
|
Three months ended December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
$ |
83,070 |
|
|
$ |
32,997 |
|
|
$ |
2,304 |
|
|
$ |
118,371 |
|
Services |
|
|
4,601 |
|
|
|
— |
|
|
|
24,861 |
|
|
|
29,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
87,671 |
|
|
$ |
32,997 |
|
|
$ |
27,165 |
|
|
$ |
147,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
$ |
22,080 |
|
|
$ |
11,788 |
|
|
$ |
4,581 |
|
|
$ |
38,449 |
|
Segment operating income (loss) |
|
$ |
(2,563 |
) |
|
$ |
3,092 |
|
|
$ |
(1,930 |
) |
|
$ |
(1,401 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
$ |
116,508 |
|
|
$ |
37,053 |
|
|
$ |
7,554 |
|
|
$ |
161,115 |
|
Services |
|
|
5,289 |
|
|
|
— |
|
|
|
24,964 |
|
|
|
30,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
121,797 |
|
|
$ |
37,053 |
|
|
$ |
32,518 |
|
|
$ |
191,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
$ |
38,423 |
|
|
$ |
13,314 |
|
|
$ |
7,945 |
|
|
$ |
59,682 |
|
Segment operating income |
|
$ |
11,387 |
|
|
$ |
4,575 |
|
|
$ |
1,128 |
|
|
$ |
17,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
$ |
234,338 |
|
|
$ |
65,997 |
|
|
$ |
77,974 |
|
|
$ |
378,309 |
|
September 30, 2007 |
|
$ |
270,401 |
|
|
$ |
72,771 |
|
|
$ |
82,020 |
|
|
$ |
425,192 |
|
A reconciliation of the Company’s reportable segment operating income (loss) and segment
assets to the corresponding consolidated amounts for the three month periods ended December 31,
2007 and 2006 is as follows (in thousands):
12
| |
|
|
|
|
|
|
|
|
| |
|
Three months ended |
|
| |
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
Segment operating income (loss) from continuing operations |
|
$ |
(1,401 |
) |
|
$ |
17,090 |
|
Amortization of acquired intangible assets |
|
|
1,685 |
|
|
|
1,494 |
|
Restructuring charges |
|
|
600 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income (loss) from continuing operations |
|
$ |
(3,686 |
) |
|
$ |
15,596 |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
|
September 30, |
|
| |
|
2007 |
|
|
2007 |
|
Segment assets |
|
$ |
378,309 |
|
|
$ |
425,192 |
|
Goodwill |
|
|
319,127 |
|
|
|
319,302 |
|
Intangible assets |
|
|
73,024 |
|
|
|
76,964 |
|
Investments in cash equivalents, marketable securities and joint ventures |
|
|
188,325 |
|
|
|
193,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
958,785 |
|
|
$ |
1,014,838 |
|
|
|
|
|
|
|
|
10. Restructuring-Related Charges and Accruals
The Company recorded a charge to continuing operations of $600,000 in the three months ended
December 31, 2007 which primarily relates to costs for workforce reductions of administrative
personnel in Chelmsford and in the United Kingdom. There were no restructuring charges incurred to
continuing operations in the three months ended December 31, 2006.
The activity for the three months ended December 31, 2007 and 2006 related to the Company’s
restructuring-related accruals is summarized below (in thousands):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Activity — Three Months Ended December 31, 2007 |
|
| |
|
Balance |
|
|
|
|
|
|
|
|
|
|
Balance |
|
| |
|
September 30, |
|
|
|
|
|
|
|
|
|
|
December 31, |
|
| |
|
2007 |
|
|
Expense |
|
|
Utilization |
|
|
2007 |
|
Facilities |
|
$ |
12,804 |
|
|
$ |
8 |
|
|
$ |
(905 |
) |
|
$ |
11,907 |
|
Workforce-related |
|
|
2,907 |
|
|
|
592 |
|
|
|
(1,364 |
) |
|
|
2,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,711 |
|
|
$ |
600 |
|
|
$ |
(2,269 |
) |
|
$ |
14,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Activity — Three Months Ended December 31, 2006 |
|
| |
|
Balance |
|
|
|
|
|
|
|
|
|
|
Balance |
|
| |
|
September 30, |
|
|
|
|
|
|
|
|
|
|
December 31, |
|
| |
|
2006 |
|
|
Expense |
|
|
Utilization |
|
|
2006 |
|
Facilities |
|
$ |
13,697 |
|
|
$ |
— |
|
|
$ |
(1,211 |
) |
|
$ |
12,486 |
|
Workforce-related |
|
|
2,846 |
|
|
|
20 |
|
|
|
(1,001 |
) |
|
|
1,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
16,543 |
|
|
$ |
20 |
|
|
$ |
(2,212 |
) |
|
$ |
14,351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workforce related charges include $0 and $20,000 for the three months ended December 31, 2007
and 2006, respectively, related to discontinued operations.
The Company expects the majority of the remaining severance costs totaling $2,135,000 will be
paid over the next twelve months. The expected facilities costs, totaling $11,907,000, net of
estimated sub-rental income, will be paid on leases that expire through September 2011.
11. Employee Benefit Plans
The components of the Company’s net pension cost relating to a noncontributory defined benefit
pension plan acquired with the Helix acquisition for the three months ended December 31, 2007 and
2006 is as follows (in thousands):
| |
|
|
|
|
|
|
|
|
| |
|
Three months ended |
|
| |
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
Service cost |
|
$ |
37 |
|
|
$ |
63 |
|
Interest cost |
|
|
183 |
|
|
|
174 |
|
Expected return on assets |
|
|
(227 |
) |
|
|
(250 |
) |
|
|
|
|
|
|
|
Net periodic pension cost
|
|
$ |
(7 |
) |
|
$ |
(13 |
) |
|
|
|
|
|
|
|
13
In conjunction with the acquisition of Helix, the Company closed the defined benefit pension
plan to new hires and approved the decision to freeze the plan such that no further benefits would
accrue after October 31, 2006.
The Company does not expect to make contributions to the pension plan in fiscal 2008 given
that the plan has been frozen.
12. Other Balance Sheet Information
Components of other selected captions in the Consolidated Balance Sheets are as follows (in
thousands):
| |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
|
September 30, |
|
| |
|
2007 |
|
|
2007 |
|
Accounts receivable |
|
$ |
93,060 |
|
|
$ |
107,373 |
|
Less allowances |
|
|
1,425 |
|
|
|
1,469 |
|
|
|
|
|
|
|
|
|
|
$ |
91,635 |
|
|
$ |
105,904 |
|
|
|
|
|
|
|
|
Inventories |
|
|
|
|
|
|
|
|
Raw materials and purchased parts |
|
$ |
44,267 |
|
|
$ |
50,304 |
|
Work-in-process |
|
|
37,941 |
|
|
|
31,555 |
|
Finished goods |
|
|
24,946 |
|
|
|
22,935 |
|
|
|
|
|
|
|
|
|
|
$ |
107,154 |
|
|
$ |
104,794 |
|
|
|
|
|
|
|
|
The Company provides for the estimated cost of product warranties, primarily from historical
information, at the time product revenue is recognized and retrofit accruals at the time retrofit
programs are established. While the Company engages in extensive product quality programs and
processes, including actively monitoring and evaluating the quality of its component suppliers, the
Company’s warranty obligation is affected by product failure rates, utilization levels, material
usage, service delivery costs incurred in correcting a product failure, and supplier warranties on
parts delivered to the Company. Product warranty and retrofit activity on a gross basis for three
months ended December 31, 2007 and 2006 is as follows (in thousands):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Activity — Three Months Ended December 31, 2007 |
| Balance |
|
|
|
|
|
|
|
|
|
|
|
Balance |
| September 30, |
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| 2007 |
|
|
|
Accruals |
|
Settlements |
|
2007 |
| $ |
10,986 |
|
|
|
|
$ |
1,298 |
|
|
$ |
(2,715 |
) |
|
$ |
9,569 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Activity — Three Months Ended December 31, 2006 |
| Balance |
|
|
|
|
|
|
|
|
|
|
|
Balance |
| September 30, |
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| 2006 |
|
|
|
Accruals |
|
Settlements |
|
2006 |
| $ |
11,608 |
|
|
|
|
$ |
3,280 |
|
|
$ |
(2,993 |
) |
|
$ |
11,895 |
|
13. Contingencies
The Company has been involved in various regulatory proceedings and private litigation matters
involving equity incentive practices. A description of this litigation is included in the Company’s
annual report on Form 10-K for the fiscal year ended September 30, 2007. In furtherance of the
Company’s cooperation with the Securities and Exchange Commission (“SEC”), on December 20, 2007 the
Company entered into an agreement with the SEC tolling any statute of limitations applicable to any
action or proceeding brought by the SEC against Brooks from December 12, 2007 to February 29, 2008.
With respect to the putative class action captioned as James R. Shaw v. Brooks Automation, Inc. et
al pending in the United States District Court for the District of Massachusetts, the court granted
in part and denied in part defendants’ motions to dismiss, and allowed the lead plaintiff’s motion
to add a named plaintiff. The Section 10(b) and Rule 10b-5 claims against Joseph Martin and Ellen
Richstone were dismissed, and the Section 11 claims against Mr. Martin, Robert Woodbury and Edward
Grady were dismissed. Also, the Section 11 claims against PricewaterhouseCoopers LLP were
dismissed, and therefore it was dismissed entirely. The motions were denied as to the remaining
claims in the consolidated amended complaint. On January 22, 2008, the plaintiffs in the action
filed a motion for class certification.
14
14. Subsequent Event
On November 9, 2007 the Company announced that its Board of Directors authorized a stock
repurchase plan to buy up to $200 million of the Company’s outstanding common stock. During the
period from January 1, 2008 through February 11, 2008, the Company purchased 4,237,138 shares of
its common stock for a total of $51.2 million, in addition to the 2,258,186 shares for a total of
$29.2 million purchased in the three months ended December 31, 2007, in connection with the stock
repurchase plan.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this Quarterly Report on Form 10-Q constitute “forward-looking
statements” which involve known risks, uncertainties and other factors which may cause the actual
results, our performance or our achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. Such factors
include the Risk Factors which are set forth in our Annual Report on Form 10-K and which are
incorporated herein by reference and summarized in Part II, Item 1A of this report. Precautionary
statements made in our Annual Report on Form 10-K or in Part II, Item 1A of this report should be
read as being applicable to all related forward-looking statements whenever they appear in this
report.
Overview
We are a leading supplier of technology products and solutions primarily serving the worldwide
semiconductor market. We principally supply hardware and services to both original equipment
manufacturers, or OEMs, who make semiconductor device manufacturing equipment, and chip
manufacturers. We are a technology and market leader with offerings ranging from individual
hardware modules to fully integrated systems as well as services to install and support our
products worldwide.
We report results in three segments: Automation Systems Group, Critical Components Group and
Global Customer Support Group. Our Automation Systems Group segment provides a range of wafer
handling products and systems that support both atmospheric and vacuum process technology used by
our customers. Our Critical Components Group segment includes cryogenic vacuum pumping, thermal
management and vacuum measurement products used to create, measure and control critical process
vacuum applications. Our Global Customer Support Group segment provides an extensive range of
support to our customers to address their on-site needs, consultation, or spare parts logistics,
all of which enable the customer to maximize wafer fab utilization, process tool uptime and
productivity.
Global economic uncertainties have created a reduction in current demands for semiconductor
capital equipment. We are focusing on future actions to improve our margin and change our cost
structures to respond to the recent industry downturn in an effort to improve our future
profitability.
Recent Developments
On November 9, 2007 we announced that our Board of Directors authorized a stock repurchase
plan to buy up to $200 million of our outstanding common stock. Stock repurchase transactions
authorized under the plan will occur from time to time in the open market, through block trades or
otherwise. Management and the Board of Directors will exercise discretion with respect to the
timing and amount of any shares repurchased, based on their evaluation of a variety of factors,
including current market conditions. Repurchases may be commenced or suspended at any time without
prior notice. Additionally, Brooks has and may in the future initiate repurchases under a Rule
10b5-1 plan, which would permit shares to be repurchased when Brooks would otherwise be precluded
from doing so under insider-trading laws. Any repurchased shares will be available for use in
connection with its stock plans and for other corporate purposes. The repurchase program will be
funded using the Company’s available cash resources.
Three Months Ended December 31, 2007, Compared to Three Months Ended December 31, 2006
Revenues
We reported revenues of $147.8 million for the three months ended December 31, 2007, compared
to $191.4 million in the three months ended December 31, 2006, a 22.8% decrease. This decrease
reflects lower revenues related to our automation systems group segment of $34.1 million, lower
revenues associated with our
15
critical components group segment of $4.1 million, and lower revenues associated with our global
customer support group segment of $5.4 million due primarily to lower demand for semiconductor
capital equipment primarily from large OEM equipment suppliers.
Our automation systems group segment reported revenues of $87.7 million in the three months
ended December 31, 2007, a decrease of 28.0% from $121.8 million reported in the three months ended
December 31, 2006. This decrease reflects the lower revenues of $29.7 million related to our legacy
tool automation products, along with lower revenues related to our custom design automation systems
business of $4.4 million, which are both due to lower demand for semiconductor capital equipment.
Our critical components group segment reported revenues of $33.0 million in the three months
ended December 31, 2007, a 11.1% decrease from $37.1 million in the three months ended December 31,
2006. This decrease reflects lower revenues of $3.2 million for pressure management and control
products and $0.9 million less for thermal management products.
Our global customer support group segment reported revenues of $27.2 million in the three
months ended December 31, 2007, a 16.3% decrease from $32.5 million in the three months ended
December 31, 2006. This decrease is primarily attributed to lower revenues of $4.4 million related
to end user hardware, upgrades and spares, along with lower revenues of $0.9 million for hardware
repair and field services.
Product revenues decreased $42.7 million, or 26.5%, to $118.4 million, in the three months
ended December 31, 2007, from $161.1 million in the three months ended December 31, 2006. This
decrease is attributable to lower revenues of $33.4 million associated with our automation systems
group segment, lower revenues associated with our critical components group segment of $4.1
million, and lower revenues associated with our global customer support group segment of $5.3
million, all primarily due to lower demand for semiconductor capital equipment.
Service revenues decreased $0.8 million, or 2.6%, to $29.5 million, in the three months ended
December 31, 2007, from $30.3 million in the three months ended December 31, 2006. This decrease is
primarily attributable to lower spares revenues to OEM customers within our automation system
group.
Backlog for our products and services as of December 31, 2007, totaled approximately $106
million as compared to approximately $125 million at December 31, 2006.
Gross Margin
Gross margin dollars decreased to $38.4 million for the three months ended December 31, 2007
compared to $59.7 million for the three months ended December 31, 2006. The decrease in gross
margin dollars reflects the lower margin associated with our automation systems group segment of
$16.4 million, lower margin associated with our critical components group segment of $1.5 million,
and lower margin associated with our global customer support segment of $3.4 million, due primarily
to the lower revenues experienced in the three months ended December 31, 2007 compared to the three
months ended December 31, 2006. Gross margin as a percent of revenue decreased to 26.0% in the
three months ended December 31, 2007 compared to 31.2% for the three months ended December 31,
2006, due primarily to unfavorable product mix and the lower absorption of factory overhead on
lower revenues.
Gross margin of our automation systems group segment decreased to $22.1 million in the three
months ended December 31, 2007 compared to $38.4 million in the three months ended December 31,
2006. This decrease reflects lower margin of approximately $11.5 million on lower legacy tool
automation revenues, lower margin of approximately $2.2 million of custom automation systems, along
with unfavorable factory overhead absorption and other variances of approximately $2.6 million.
Gross margin as a percent of revenue decreased to 25.2% in the three months ended December 31, 2007
compared to 31.5% for the three months ended December 31, 2006 primarily due to the higher
contribution of the lower margin custom automation systems business.
Gross margin of our critical components group segment decreased to $11.8 million in the three
months ended December 31, 2007 compared to $13.3 million in the three months ended December 31,
2006. This decrease is
16
consistent with the decrease in revenues described above. Gross margin as a percent of revenue
remained flat at 35.8% in the three months ended December 31, 2007 and 2006.
Gross margin of our global customer support group segment decreased to $4.6 million in the
three months ended December 31, 2007 compared to $7.9 million in the three months ended December
31, 2006. This decrease is primarily due to lower margin of $2.5 million on the lower revenues
associated with end user hardware, along with lower margin of $0.8 million related to repairs and
field services. Gross margin as a percent of revenue decreased to 16.9% in the three months ended
December 31, 2007 compared to 24.3% for the three months ended December 31, 2006 primarily due to
the higher service delivery-related costs.
Gross margin on product revenues decreased to $32.7 million for the three months ended
December 31, 2007 compared to $53.3 million in the three months ended December 31, 2006. The
decrease in product margins is primarily attributable to lower margin of $16.5 million related to
our automation systems group products, lower margin of $1.5 million associated with our critical
components group products, and lower margin of $2.6 million related to end-user factory hardware
products. Gross margin percentage on product revenues decreased to 27.7% for the three months ended
December 31, 2007 compared to 33.1% for the three months ended December 31, 2006, primarily due to
unfavorable product mix and the lower absorption of factory overhead on lower revenues.
Gross margin on service revenues was $5.7 million or 19.3% for the three months ended December
31, 2007, compared to $6.4 million or 21.1% in the three months ended December 31, 2006. The
decrease in service margins is primarily attributable to higher service delivery-related costs.
Research and Development
Research and development expenses for the three months ended December 31, 2007, were $12.4
million, compared to $13.1 million in the three months ended December 31, 2006. Research and
development expenses increased as a percentage of revenues, to 8.4%, from 6.8 % in the three months
ended December 31, 2006. The decrease in absolute spending primarily reflects lower spending of
$0.4 million associated with the automation systems group, along with lower spending associated
with our critical components and global customer support segments of $0.2 million and $0.1 million,
respectively. The overall increase in R&D spending as a percentage of revenue is primarily due to
the lower revenues in the three months ended December 31, 2007 compared to the three months ended
December 31, 2006.
Selling, General and Administrative
Selling, general and administrative expenses were $29.1 million for the three months ended
December 31, 2007 compared to $31.0 million in the three months ended December 31, 2006. Selling,
general and administrative expenses increased as a percentage of revenues, to 19.7% in the three
months ended December 31, 2007, from 16.2% in the three months ended December 31, 2006. The
decrease in absolute spending is primarily attributable to the lower management incentive costs of
$1.3 million along with lower sales and marketing expenses of $0.8 million. The overall increase in
SG&A spending as a percentage of revenue is primarily due to lower revenues in the three months
ended December 31, 2007 compared to the three months ended December 31, 2006.
Restructuring and Acquisition-related Charges
We recorded a charge to continuing operations of $0.6 million in the three months ended
December 31, 2007 which primarily relates to costs for workforce reductions of administrative
personnel in Chelmsford and in the United Kingdom. There were no restructuring charges incurred in
the three months ended December 31, 2006. The impact of these cost reductions on our liquidity is
not significant, as these cost savings are expected to yield actual cash savings within twelve
months.
Interest Income and Expense
Interest income increased by $1.0 million, to $3.2 million, in the three months ended December
31, 2007, from $2.2 million in the three months ended December 31, 2006. This increase is due
primarily to higher average
17
investment balances and higher average interest rates. Interest expense remained flat at $0.1
million in the three months ended December 31, 2007 and 2006.
Other (Income) Expense
We recorded other expense, net of $0.3 million for the three months ended December 31, 2007
compared to other expense, net of $0.5 million for the three months ended December 31, 2006. This
decrease is primarily due to higher foreign exchange losses of $0.7 million offset by lower
repayments on notes that had previously been written off of $0.4 million.
Income Tax Provision
We recorded an income tax provision of $0.7 million in the three months ended December 31,
2007 and an income tax provision of $0.6 million in the three months ended December 31, 2006. The
tax provision recorded for both periods is attributable to alternative minimum taxes along with
foreign income and interest related to unrecognized tax benefits. We continued to provide a full
valuation allowance for our net deferred tax assets at December 31, 2007 and 2006, as we believe it
is more likely than not that the future tax benefits from accumulated net operating losses and
deferred taxes will not be realized. However, it is possible that the “more likely than not”
criterion could be met in fiscal 2008 or a future period, which could result in the reversal of a
significant portion or all of the valuation allowance, which, at that time, would be recorded as a
tax benefit in the consolidated statements of operations.
Discontinued Operations
We completed the sale of our software division to Applied Materials on March 30, 2007. We
recorded income from the operation of our discontinued software business of $5.2 million for the
three months ended December 31, 2006. There was no activity associated with this discontinued
business in the three months ended December 31, 2007.
Liquidity and Capital Resources
Our business is significantly dependent on capital expenditures by semiconductor manufacturers
and OEM’s that are, in turn, dependent on the current and anticipated market demand for
semiconductors. Demand for semiconductors is cyclical and has historically experienced periodic
downturns. In response to these downturns, we have implemented cost reduction programs aimed at
aligning our ongoing operating costs with our currently expected revenues over the near term. These
cost management initiatives have included consolidating facilities, reductions to headcount, salary
and wage reductions and reduced spending. The cyclical nature of the industry make estimates of
future revenues, results of operations and net cash flows inherently uncertain.
At December 31, 2007, we had cash, cash equivalents and marketable securities aggregating
$234.6 million. This amount was comprised of $144.5 million of cash and cash equivalents, $55.1
million of investments in short-term marketable securities and $35.0 million of investments in
long-term marketable securities. At September 30, 2007, we had cash, cash equivalents and
marketable securities aggregating $274.6 million. This amount was comprised of $168.2 million of
cash and cash equivalents, $80.1 million of investments in short-term marketable securities and
$26.3 million of investments in long-term marketable securities.
Cash used in operations was $6.1 million for the three months ended December 31, 2007, and was
primarily attributable to our net loss of $1.4 million and a reduction of $14.7 million in our net
working capital, partially offset by non-cash depreciation and amortization of $8.5 million and
compensation expense related to common stock and options of $2.0 million. The $14.7 million change
in working capital was primarily the result of decreased accrued expenses of $15.3 million.
Cash provided by investing activities was $11.4 million for the three months ended December
31, 2007, and is principally comprised of net sales of marketable securities of $16.0 million,
partially offset by $4.5 million used for capital additions.
18
Cash used in financing activities was $29.2 million for the three months ended December 31,
2007, and is due to the treasury share repurchase.
While we have no significant firm capital commitments, we are in the process of implementing
an Oracle ERP system that is expected to cost approximately $22.0 million when fully implemented,
of which $10.1 million has been incurred at December 31, 2007 and is included in construction in
progress within property, plant and equipment. We will continue to make capital expenditures to
support our business, and may also use our resources to acquire companies, technologies or products
that complement our business.
At December 31, 2007, we had approximately $0.7 million of an uncommitted demand promissory
note facility still in use, all of it for letters of credit.
We believe that we have adequate resources to fund our currently planned working capital and
capital expenditure requirements for both the short and long-term as well as our stock repurchase
plan announced on November 9, 2007. However, the cyclical nature of the semiconductor industry
makes it difficult for us to predict future liquidity requirements with certainty. We may be unable
to obtain any required additional financing on terms favorable to us, if at all. If adequate funds
are not available on acceptable terms, we may be unable to fund our expansion, successfully develop
or enhance products, respond to competitive pressure or take advantage of acquisition
opportunities, any of which could have a material adverse effect on our business. In addition, we
are subject to litigation related to our stock-based compensation restatement which could have an
adverse affect on our existing resources.
Recently Enacted Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (“FIN
No. 48”). FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income
Taxes”. FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. FIN No. 48 also provides guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosure, and transition. We adopted FIN No. 48 on
October 1, 2007. The effect of the adoption did not materially affect our financial position or
results of operations.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS
157 defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements. SFAS 157 applies under
other accounting pronouncements that require or permit fair value measurements, the FASB having
previously concluded in those accounting pronouncements that fair value is the relevant measurement
attribute. Accordingly, SFAS 157 does not require any new fair value measurements. SFAS 157 is
effective for fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years, with earlier adoption permitted. The provisions of SFAS 157 will be applied
prospectively as of the beginning of the fiscal year in which it is initially applied. We are
currently evaluating the potential impact of SFAS 157 on our financial position and results of
operations.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets
and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (“SFAS 159”). SFAS
159 permits entities to choose to measure many financial instruments and certain other items at
fair value and is effective as of the beginning of the Company’s fiscal year beginning after
November 15, 2007. We are currently evaluating the potential impact of SFAS 159 on our financial
position and results of operations.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS
141R). SFAS 141R significantly changes the accounting for business combinations in a number of
areas including the treatment of contingent consideration, pre-acquisition contingencies,
transaction costs, restructuring costs and income taxes. Statement 141 applies prospectively to
business combinations for which the acquisition date is on or after the beginning of the fiscal
year beginning after December 15, 2008. We are currently evaluating the potential impact of SFAS
141R on our financial position and results of operations.
19
In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated
Financial Statements — An amendment of ARB No. 51” (SFAS 160). SFAS 160 amends ARB 51 to establish
accounting and reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity in the consolidated
financial statements. The amount of net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement. Statement 160 clarifies
that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation
are equity transactions if the parent retains its controlling financial interest. In addition, this
Statement requires that a parent recognize a gain or loss in net income when a subsidiary is
deconsolidated. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We are
currently evaluating the potential impact of SFAS 160 on our financial position and results of
operations.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
We are exposed to a variety of market risks, including changes in interest rates affecting the
return on our cash and cash equivalents, short-term and long-term investments and fluctuations in
foreign currency exchange rates.
Interest Rate Exposure
As our cash and cash equivalents consist principally of money market securities, which are
short-term in nature, our exposure to market risk related to interest rate fluctuations for these
investments is not significant. Our short-term and long-term investments consist mainly of highly
rated corporate debt securities, and as such, market risk to these investments is not significant.
At December 31, 2007, the unrealized gain on marketable securities, excluding our investment in a
closely-held Swiss public company, was $0 and the change in this amount for the quarter ended
December 31, 2007 was a loss of approximately $40,000. A hypothetical 100 basis point change in
interest rates would result in an annual change of approximately $3.0 million in interest income
earned.
Currency Rate Exposure
Approximately 97% of our business conducted in the United States is transacted in the U.S.
dollar. Of the remaining 3%, most of these transactions are denominated in Euros or Japanese yen.
In addition, a portion of our business is conducted outside of the United States through foreign
subsidiaries in Europe and Asia in their respective local currency. We also purchase materials from
some suppliers outside of the United States that is transacted in currencies other than the U.S.
Dollar. In the three months ended December 31, 2007, we recorded foreign exchange gains related to
receivables of $0.1 million, and foreign exchange losses of $0.7 million related to payables due to
the general weakening of the U.S. dollar in this period. The changes in currency exchange rates
relative to the U.S. dollar during the three months ended December 31, 2007 compared to the
currency exchange rates at September 30, 2007 resulted in an increase in net assets of $2.4 million
that we reported as a separate component of comprehensive income. Due to the limited exposure to
foreign currency risk, the impact of a hypothetical 10% change in foreign exchange rates at
December 31, 2007 is not considered material.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this
report, and pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
our chief executive officer, chief financial officer and principal accounting officer have
concluded that our disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports that we file under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported in accordance with the time specified by the
SEC’s rules and forms.
Change in Internal Controls. There were no changes in our internal control over financial
reporting that occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Brooks has been involved in various regulatory proceedings and private litigation matters
involving equity incentive practices. A description of this litigation is included in our annual
report on Form 10-K for the fiscal year ended September 30, 2007. In furtherance of our cooperation
with the Securities and Exchange Commission (“SEC”), on December 20, 2007 we entered into an
agreement with the SEC tolling any statute of limitations applicable to any action or proceeding
brought by the SEC against Brooks from December 12, 2007 to February 29, 2008. With respect to the
putative class action captioned as James R. Shaw v. Brooks Automation, Inc. et al pending in the
United States District Court for the District of Massachusetts, the court granted in part and
denied in part defendants’ motions to dismiss, and allowed the lead plaintiff’s motion to add a
named plaintiff. The Section 10(b) and Rule 10b-5 claims against Joseph Martin and Ellen Richstone
were dismissed, and the Section 11 claims against Mr. Martin, Robert Woodbury and Edward Grady were
dismissed. Also, the Section 11 claims against PricewaterhouseCoopers LLP were dismissed, and
therefore it was dismissed entirely. The motions were denied as to the remaining claims in the
consolidated amended complaint. On January 22, 2008, the plaintiffs in the action filed a motion
for class certification.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On November 9, 2007, we announced that our Board of Directors authorized a stock repurchase
plan to buy up to $200,000,000 of our outstanding common stock. The following table provides
information concerning shares of the Company’s Common Stock $0.01 par value purchased in connection
with the stock repurchase plan during the three months ended December 31, 2007.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number (or |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate |
|
| |
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Dollar Value) of |
|
| |
|
Total |
|
|
|
|
|
|
Shares Purchased as |
|
|
Shares that May Yet |
|
| |
|
Number |
|
|
|
|
|
|
Part of Publicly |
|
|
be Purchased Under |
|
| |
|
of Shares |
|
|
Average Price Paid |
|
|
Announced Plans |
|
|
the Plans or |
|
| Period |
|
Purchased |
|
|
per Share |
|
|
or Programs |
|
|
Programs |
|
October 1 — 31, 2007 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
November 1 — 30, 2007 |
|
|
145,000 |
|
|
|
12.67 |
|
|
|
145,000 |
|
|
|
198,163,387 |
|
December 1 — 31, 2007 |
|
|
2,113,186 |
|
|
|
12.95 |
|
|
|
2,113,186 |
|
|
|
170,791,945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total |
|
|
2,258,186 |
|
|
$ |
12.93 |
|
|
|
2,258,186 |
|
|
$ |
170,791,945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides information concerning shares of the Company’s Common Stock $0.01
par value purchased in connection with the forfeiture of shares to satisfy the employees’
obligations with respect to withholding taxes in connection with the vesting of shares of
restricted stock during the three months ended December 31, 2007.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number (or |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate |
|
| |
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Dollar Value) of |
|
| |
|
Total |
|
|
|
|
|
|
Shares Purchased as |
|
|
Shares that May Yet |
|
| |
|
Number |
|
|
|
|
|
|
Part of Publicly |
|
|
be Purchased Under |
|
| |
|
of Shares |
|
|
Average Price Paid |
|
|
Announced Plans |
|
|
the Plans or |
|
| Period |
|
Purchased |
|
|
per Share |
|
|
or Programs |
|
|
Programs |
|
October 1 — 31, 2007 |
|
|
9,825 |
|
|
$ |
13.46 |
|
|
|
9,825 |
|
|
$ |
— |
|
November 1 — 30, 2007 |
|
|
6,703 |
|
|
|
13.43 |
|
|
|
6,703 |
|
|
|
— |
|
December 1 — 31, 2007 |
|
|
16,174 |
|
|
|
12.46 |
|
|
|
16,174 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total |
|
|
32,702 |
|
|
$ |
12.96 |
|
|
|
32,702 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 6. Exhibits
The following exhibits are included herein:
21
| |
|
|
|
|
| Exhibit No. |
|
Description |
| 31.01 |
|
|
Rule 13a-14(a), 15d-14(a) Certification |
| |
|
|
|
|
| 31.02 |
|
|
Rule 13a-14(a), 15d-14(a) Certification |
| |
|
|
|
|
| 31.03 |
|
|
Rule 13a-14(a), 15d-14(a) Certification |
| |
|
|
|
|
| 32 |
|
|
Section 1350 Certifications |
22
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.
|
|
| DATE: February 11, 2008 |
/s/ Robert J. Lepofsky
|
|
| |
Robert J. Lepofsky |
|
| |
Director, President and Chief Executive Officer
(Principal Executive Officer) |
|
| |
| |
|
|
| DATE: February 11, 2008 |
/s/ Martin S. Headley
|
|
| |
Martin S. Headley |
|
| |
Executive Vice President and Chief Financial Officer |
|
| |
| |
|
|
| DATE: February 11, 2008 |
/s/ Richard C. Small
|
|
| |
Richard C. Small |
|
| |
Senior Vice President and Corporate Controller
(Principal Accounting Officer) |
|
23
EXHIBIT INDEX
| |
|
|
|
|
| Exhibit No. |
|
Description |
| 31.01 |
|
|
Rule 13a-14(a), 15d-14(a) Certification |
| |
|
|
|
|
| 31.02 |
|
|
Rule 13a-14(a), 15d-14(a) Certification |
| |
|
|
|
|
| 31.03 |
|
|
Rule 13a-14(a), 15d-14(a) Certification |
| |
|
|
|
|
| 32 |
|
|
Section 1350 Certifications |
24