Brooks Automation Announces Fiscal 2001 Third Quarter Results.Business/Technology Editors CHELMSFORD, Mass.--(BUSINESS WIRE)--July 25, 2001 Letter of Intent Signed to Acquire Leader in Minienvironments Sold to OEMs Brooks Automation, Inc. (Nasdaq: BRKS BRKS Brooks (street suffix) ) today reported results for its third fiscal quarter ended June 30, 2001. The results include a full quarter of operations of Semy Engineering, which was acquired on February 16, 2001. Results have not been restated to reflect the acquisition of Progressive Technologies, Inc., which was acquired in a pooling of interests Pooling of Interests An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together. Notes: The opposite of pooling of interests is the purchase acquisition method. transaction on July 12, 2001. The results do not reflect the adoption of SAB SAB Spontaneous abortion. See Abortion. 101 effecting revenue recognition, which the Company will adopt in the fourth quarter of FY01. The Company does not expect the adoption of SAB 101 to have a material impact on financial results for the current fiscal year. Sales for the quarter were $93,767,000, up 7% from $87,827,000 in Q3 FY00. Net income before amortization of acquired intangible assets Intangible Asset An asset that is not physical in nature. Notes: Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets. and acquisition-related charges ("BAAI") was $4,035,000, or $0.22 per diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. share, compared to net income BAAI one year ago of $8,110,000, or $0.44 per diluted share. Bookings for the quarter were $69,744,000. Brooks also announced the signing of a letter of intent to acquire General Precision, Inc. ("GPI (Graphical Programming Interface) A graphics language in OS/2 Presentation Manager. It is a derivative of the GDDM mainframe interface and includes Bezier curves. ") of Valencia, California, a leading merchant supplier of minienvironments to OEMs. The deal is structured as a purchase transaction for a combination of Brooks common stock and cash. The transaction is expected to close in the September quarter, subject to completion of a mutually satisfactory acquisition agreement, due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. and customary regulatory approvals. GPI has a world class customer base of top tier OEMs and provides high end solutions for process tools in lithography lithography (lĭthŏg`rəfē), type of planographic or surface printing. It is distinguished from letterpress (relief) printing and from intaglio printing (in which the design is cut or etched into the plate). , track, wet bench and furnace furnace, enclosed space for the burning of fuel. There are many kinds of furnaces, the type depending upon the fuel and the use to which the heat produced within it is put. Most familiar are the furnaces used in the heating of buildings. . The combination of GPI's minienvironments and PTI's minienvironment air flow control with Brooks' load ports, atmospheric robots, tool control software and e-Diagnostics would give Brooks the opportunity to offer the best-in-class products for tool-fab interface requirements in semiconductor manufacturing. "The benefits of our focused diversification Diversification A risk management technique that mixes a wide variety of investments within a portfolio. It is designed to minimize the impact of any one security on overall portfolio performance. Notes: Diversification is possibly the greatest way to reduce the risk. strategy are becoming more evident", said Robert J. Therrien, president and chief executive officer of Brooks Automation, Inc. "With more products to offer from one integrated source, the Company is seeing deal sizes increase and bundled products gain fast acceptance in the marketplace, as evidenced by the shipment of the 100th unit of Fab Express. While we are not immune to the industry slowdown, I feel that Brooks is better positioned to withstand this period of reduced semiconductor capital equipment spending. All of our business divisions will grow on a fiscal year over year basis. Our leadership in factory automation software continues to solidify so·lid·i·fy v. so·lid·i·fied, so·lid·i·fy·ing, so·lid·i·fies v.tr. 1. To make solid, compact, or hard. 2. To make strong or united. v.intr. and will show the largest growth on a fiscal year over year basis. Our initiatives in process control have the potential to replicate rep·li·cate v. 1. To duplicate, copy, reproduce, or repeat. 2. To reproduce or make an exact copy or copies of genetic material, a cell, or an organism. n. A repetition of an experiment or a procedure. the success we have had in consolidating best in class products in Computer Integrated Manufacturing (application) Computer Integrated Manufacturing - (CIM) http://dmtf.org/. ("CIM (1) (Computer-Integrated Manufacturing) Integrating office/accounting functions with automated factory systems. Point of sale, billing, machine tool scheduling and supply ordering are part of CIM. "). The response to our entry into e-Diagnostics has been stronger than expected, both from end users and from OEMs. Our core business, robotic ro·bot·ic adj. Relating to, characteristic of, or employing robots. modules and systems, while bearing the brunt brunt n. 1. The main impact or force, as of an attack. 2. The main burden: bore the brunt of the household chores. of the slowdown in automation spending, continues to add to its product portfolio, and we believe will be stronger than ever when the upturn occurs. Our factory automation hardware continues to gain market share and increase its product offerings with recent acquisitions. As I have said many times before and again now in the face of a downturn of uncertain length, I have never felt better about Brooks and what it can offer customers in integrated automated au·to·mate v. au·to·mat·ed, au·to·mat·ing, au·to·mates v.tr. 1. To convert to automatic operation: automate a factory. 2. solutions that lower the cost of manufacturing semiconductors". "Our optimistic op·ti·mist n. 1. One who usually expects a favorable outcome. 2. A believer in philosophical optimism. op outlook is tempered in the short run by the impact of the slowdown in 200mm semiconductor capital equipment spending on Brooks Automation. We expect that September quarter revenues will be in the range of $70M to $80M. While our goal is to achieve breakeven breakeven 1. The level of output or sales necessary to cover fixed expenses. Companies in industries that have high fixed costs and, consequently, high breakevens, such as automobile and steel manufacturing, are likely to exhibit large fluctuations or better results, we expect that in the September quarter, depending on actual revenue levels and product mix, the Company could report results between breakeven and a loss per share of $0.10 on a BAAI basis". Q3 FY01 Major Accomplishments -- Quarterly revenues of $93.8M, up 7% over Q3 FY00; -- EPS before amortization of acquired intangible assets and acquisition-related charges of $0.22; -- Completed key acquisitions: SimCon, a distributor of Brooks Software in Europe; CCS Technology, a leading provider of 300mm testing software and e-Diagnostics, a bold initiative in remote diagnostics; -- Achieved product delivery milestones: 10,000th robotic module; 3000th 300mm load port module; 1000th cluster tool platform; 100th fab express; -- Key appointments: Jeff Cassis, SVP of the Factory Automation Software Division; Santo Dinaro, SVP of Global Operations; -- Joe Martin, Executive Vice President and CFO of Fairchild Semiconductor, was appointed to Brooks Board of Directors; -- Completed private placement of $175M in convertible subordinated notes; -- 300mm products represented 38% of Q3 sales, 37% of Q3 orders; -- New product rollout continues with APCadapter(TM), FABready(TM) suite, MapTrack Express(TM), InLine Express(TM), 300works(TM), Reliance 4-Axis and Reliance 5-Axis atmospheric robots; -- Second office in Japan opened in Nagoya; -- Multi-million dollar order for integrated fab software received from SMIC Corporation, intended for a 200mm fab in China. About General Precision, Inc. General Precision, Inc. headquartered in Valencia, California is a leader in state-of-the-art environmental control systems and automation products to support critical processes. General Precision, Inc. is a leader in the design, development and manufacture of state-of-the-art products which provide contamination control Procedures to avoid, reduce, remove, or render harmless (temporarily or permanently) nuclear, biological, and chemical contamination for the purpose of maintaining or enhancing the efficient conduct of military operations. , process isolation, wafer (1) A small, thin continuous-loop magnetic tape cartridge that has been used from time to time for data storage and specialized applications. (2) The base unit of chip making. It is a slice taken from a salami-like silicon crystal ingot up to 12" (300mm) in diameter. handling and precise temperature/humidity control solutions to support a wide variety of critical processes and manufacturing applications for the semiconductor, disc-drive, pharmaceutical and aerospace industries. The company's website is www.generalprecision.com. Brooks Automation, Inc. Brooks Automation, Inc. is a leading supplier of integrated automation solutions for the global semiconductor, data storage and flat panel display A thin display screen for computer and TV usage. The first flat panels appeared on laptop computers in the mid-1980s, and the LCD technology became the standard. Stand-alone LCD screens became available for desktop computers in the mid-1990s and exceeded sales of CRTs for the first time manufacturing industries manufacturing industries npl → industrias fpl manufactureras manufacturing industries npl → industries fpl de transformation . As an established market leader in hardware and software automation, Brooks continues to pioneer "best-in-class" technologies that outperform Outperform An analyst recommendation meaning a stock is expected to do slightly better than the market return. Notes: Exact definitions vary by brokerage, but in general this rating is better than neutral and worse than buy or strong buy. their competitors - from vacuum and atmospheric robots, cluster tool platforms and modules, ultra-clean mini-environments for isolating processing equipment and wafers wafers compressed roughage in flat plates useful for feeding to animals in transit. - to factory and tool automation software and integration services. Both OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and and fab customers leverage Brooks Automation's products and services to optimize optimize - optimisation total fab performance in dynamic manufacturing environments. The Company has ISO (1) See ISO speed. (2) (International Organization for Standardization, Geneva, Switzerland, www.iso.ch) An organization that sets international standards, founded in 1946. The U.S. member body is ANSI. 9001 certification, is headquartered in Chelmsford, Massachusetts Chelmsford is a town in Middlesex County, Massachusetts in the Greater Boston area. It is located 24 miles from Boston and, bordering on the City of Lowell, it is part of the Greater Lowell metropolitan area. and has direct operations in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , Canada, Europe, Japan, Korea, Taiwan, Singapore and Malaysia. Brooks' web site is www.brooks.com. "Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: The foregoing discussion contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. related to future growth, financial results in the September quarter, prospects, the anticipated demand for 300mm products, the anticipated length of the industry downturn and the success of recently announced products and services such as eDiagnostics in the market place. These statements involve known and unknown risks and uncertainties including, without limitation, risks relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the Company's dependence on the cyclical cyclical Of or relating to a variable, such as housing starts, car sales, or the price of a certain stock, that is subject to regular or irregular up-and-down movements. semiconductor industry, the rapidity of the transition to 300mm products, the Company's dependence on relatively few customers for a significant portion of its revenues, the Company's reliance on sales to OEM customers and the lengthy sales cycles of those customers, the Company's dependence on key suppliers, the ability of the Company to continue to successfully develop and market new products and product enhancements on a timely basis, the risk that the acquisition of GPI may for any reason not be completed, the ability to integrate recent acquisitions into the Company, the highly competitive nature and rapid technological change that characterize the industries in which the Company competes, and other risks and uncertainties described in the Company's reports and registration statements filed with the Securities and Exchange Commission. As a result, there can be no assurance that the Company's future results will not be materially different than those projected. The Company also operates in an industry sector where securities' values are highly volatile and may be influenced by economic and other factors beyond the Company's control. The forward-looking statements contained herein speak only of the Company's expectations as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which any such statement is based.
NOTICE OF CONFERENCE CALL
BROOKS AUTOMATION ANNOUNCES THIRD QUARTER
FISCAL 2001 RESULTS
Date: Thursday, July 26, 2001
Time: 9:00 a.m. Eastern Standard Time
Live Webcast: http//investor.brooks.com
Dial In : (719) 457-2622
Passcode: 625499
Replay: (719) 457-0820
(beginning @ 2:00 p.m. Thursday July 26, 2001)
available until Wednesday, August 1, 2001
- 12:00 noon EST
Passcode: 625499
BROOKS AUTOMATION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
June 30, September 30,
2001 2000
ASSETS
Cash, cash equivalents
and marketable
securities $ 219,553 $ 219,237
Accounts receivable,
net 113,007 92,779
Inventories 65,107 56,975
Other current assets 31,033 26,393
Total current assets 428,700 395,384
Property, plant and
equipment
Buildings and land 31,389 1,573
Computer equipment
and software 35,134 23,525
Machinery and equipment 16,177 19,958
Furniture and fixtures 10,009 6,665
Leasehold improvements 9,561 9,169
Construction in progress 5,872 491
108,142 61,381
Less: Accumulated
depreciation (48,015) (36,482)
Net property, plant
and equipment 60,127 24,899
Intangible assets, net 109,622 60,263
Long-term marketable
securities 111,717 15,000
Other assets 24,572 17,582
Total assets $ 734,738 $ 513,128
LIABILITIES, MINORITY
INTERESTS AND STOCKHOLDERS'
EQUITY
Current liabilities $ 107,491 $ 92,304
Convertible subordinated
notes 175,000 --
Other long-term
liabilities 5,317 5,784
Total liabilities 287,808 98,088
Minority interests 924 1,186
Stockholders' equity 446,006 413,854
Total liabilities,
minority interests
and stockholders'
equity $ 734,738 $ 513,128
June 30, March 31, September 30,
2001 2001 2000
Cash, cash equivalents,
short-term and
long-term marketable
securities $331,270 $146,637 $234,237
Convertible subordinated
notes, net of
issuance costs 169,543 -- --
Net $161,727 $146,637 $234,237
BROOKS AUTOMATION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended Nine Months Ended
June 30, June 30,
2001 2000 2001 2000 (1)
Revenues $ 93,767 $ 87,827 $ 310,085 $ 221,780
Cost of revenues 50,745 47,912 172,272 119,387
Gross profit 43,022 39,915 137,813 102,393
Operating expenses:
Research and
development 16,253 11,326 44,605 29,426
Selling, general
and administrative 22,472 18,656 66,797 47,952
Acquisition-related
charges 699 677 1,717 677
39,424 30,659 113,119 78,055
Income (loss) from
operations before
amortization of
acquired intangible
assets 3,598 9,256 24,694 24,338
Amortization of
acquired
intangible assets 7,844 4,907 20,479 10,614
Income (loss) from
operations (4,246) 4,349 4,215 13,724
Interest (income)
expense, net (1,935) (3,478) (7,791) (4,367)
Other (income)
expense, net (163) 125 451 135
Income (loss) before
income taxes and
minority interests (2,148) 7,702 11,555 17,956
Income tax provision (2,342) 5,357 9,237 10,842
Income (loss) before
minority interests 194 2,345 2,318 7,114
Minority interests
in loss of
consolidated
subsidiary (110) (141) (262) (249)
Net income (loss) $ 304 $ 2,486 $ 2,580 $ 7,363
Earnings (loss)
per share:
Basic $ 0.02 $ 0.15 $ 0.15 $ 0.51
Diluted $ 0.02 $ 0.14 $ 0.14 $ 0.47
Shares used in
computing
earnings (loss)
per share:
Basic 17,518 16,934 17,358 14,568
Diluted 18,584 18,269 18,089 15,681
Net income before
acquisition-related
charges and
amortization of
acquired intangible
assets, net of
taxes $ 4,033 $ 8,110 $ 21,088 $ 18,080
Net income before
acquisition-related
charges and
amortization of
acquired intangible
assets, net of
taxes,
assuming dilution $ 4,035 $ 8,110 $ 21,090 $ 18,080
Earnings per share
before
acquisition-related
charges and
amortization
of acquired
intangible assets,
net of taxes:
Basic $ 0.23 $ 0.48 $ 1.21 $ 1.24
Diluted $ 0.22 $ 0.44 $ 1.17 $ 1.15
Shares used in
computing
earnings (loss) per
share before
acquisition-related
charges and
amortization
of acquired
intangible assets,
net of taxes:
Basic 17,518 16,934 17,358 14,568
Diluted 18,584 18,269 18,089 15,681
(1) Amounts have been restated to reflect the acquisition of Irvine
Optical Company LLC in a pooling of interests transaction
effective May 5, 2000.
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