Exhibit 99.1 FOR IMMEDIATE RELEASE ASYST TECHNOLOGIES REPORTS RESULTS FOR FISCAL SECOND QUARTER AND WILL RESTATE RESULTS FOR FISCAL FIRST QUARTER FREMONT, Calif., Dec. 20, 2004 - Asyst Technologies, Inc., (Nasdaq NM: ASYTE), today announced consolidated financial results for its fiscal second quarter ended Sept. 25, 2004. The company also announced that it will be restating consolidated results for its fiscal first quarter ended June 26, 2004, and that previously issued financial statements for the period should not be relied upon. The company determined to restate its fiscal first quarter results after identifying material accounting errors at Asyst Shinko, Inc. (ASI), the company's 51%-owned joint venture company in Japan. The primary effect of the restatement is to increase the company's GAAP net loss for the fiscal first quarter by $1.4 million, or $0.03 per share, over the originally reported GAAP net loss for the period. The company has appeared before a Nasdaq Listing Qualifications Panel to discuss its filing delay for its fiscal second quarter. The panel took no action and the matter remains open. The company anticipates filing its Form 10-Q/A (as amended) for the fiscal first quarter and Form 10-Q for the fiscal second quarter as soon as practicable. RESTATEMENT OF FISCAL FIRST QUARTER RESULTS The company was significantly delayed in reporting its fiscal second quarter results because ASI was not able to close its books in a timely manner. As previously announced, this was due to difficulties associated with ASI's conversion to a new ERP information system and to a now-resolved customer contract dispute at ASI. Closing ASI's books required substantial review and rebuilding of ASI's financial records for the fiscal second quarter. This process also identified material accounting errors in ASI's fiscal first quarter results, which has led to the decision to restate those results. As part of the restatement, the company also made adjustments to the fiscal first quarter results reported for ATI, its base business, to reflect the deferral of certain new product-related revenue that had been previously recognized in the quarter and amortization of deferred stock compensation. The company believes that the ERP system conversion issues that led to inventory reconciliation difficulties at ASI have been addressed and that the system will support the timely preparation and submission of its consolidated financial statements in future reporting periods. The accounting errors at ASI primarily understated ASI's cost of goods sold for the fiscal first quarter by $3.6 million. As restated, gross margin percentage at ASI will be reduced to 5%, which compares with the 10% gross margin originally reported. On a consolidated basis, the restatement will reduce gross margin for the fiscal first quarter to 21%, compared with the 23% originally reported. Consolidated net loss on a GAAP basis for the fiscal first quarter will be restated to $(2.3 million), or $(0.05) per share, compared with a GAAP net loss of $(0.9 million), or $(0.02) per share, as originally reported. Pro forma net income for the fiscal first quarter was reduced to $0.6 million, or $0.01 per share, versus the $2.1 million, or $0.04 per share originally reported. A table reconciling pro forma operating results to GAAP operating results is provided as part of this release. (-More-) FISCAL SECOND QUARTER RESULTS For the fiscal second quarter, the company reported consolidated net sales of $168.6 million, up 21% from a restated $139.4 million in the prior sequential quarter, and up 229% from $51.3 million in the same quarter a year ago. Sales of tool and fab automation products at ATI, the company's base business, were $68.8 million, down 4% from a restated $71.8 million in the prior sequential quarter. Sales of automated material handling systems (AMHS) at ASI were $99.8 million, up 47% from a restated $67.7 million reported in the prior sequential quarter. GAAP consolidated net loss for the fiscal second quarter was $(1.8 million), or $(0.04) per share. Pro forma net income for the quarter was $1.1 million, or $0.02 per share. Total net bookings in the quarter were $233.0 million, compared with $108.1 million in the prior quarter. ASI bookings of $174.0 million increased 290% over the $44.6 million reported in the fiscal first quarter. Fiscal second quarter bookings at ATI of $59.0 million were down 7% from $63.5 million in the prior quarter. "ATI's operational performance in the fiscal second quarter again was solid, as we delivered both high on-time delivery performance and gross margin at the high end of our guidance," said Steve Schwartz, chairman and CEO of Asyst. "We had strong consolidated bookings for the quarter. ASI achieved record bookings for its AMHS products, driven not only by a large flat panel display project but also by continuing expansion of 300mm facilities by our semiconductor customers. The continued robustness of our 300mm AMHS activity reflects ASI's high standing in the industry, the strength of our AMHS customer base, and the clear industry shift to 300mm production." ATI INITIATIVES TO IMPROVE FINANCIAL PERFORMANCE The company is pursuing initiatives at ATI to improve its financial performance. At ATI, the company is focused on four core strategies: - - Increasing the penetration of new, high-value-added 300mm products for OEMs and chip manufacturers, including the Spartan(TM) sorter, the EIB(TM) family of advanced software products, the IsoPort(TM) integrated loadport, and the Advantag(TM) and related automated identification systems. - - Continued manufacturing cost reduction through lower-cost sources of supply and streamlining of the supply chain infrastructure to realize more benefit from the company's outsourced manufacturing operations. - - Product development and marketing alliances that leverage the breadth of the company's product lines and market position to bring complete, bundled automation solutions to chip manufacturers. - - Operating expense reductions, including recently announced restructuring activity. MATERIAL WEAKNESS AND REMEDIATION The company has determined that the recent delay in closing ASI's books, the accounting errors that led to the restatement of fiscal first quarter results, and the improper business practices at ASI constitute material weaknesses in the company's internal control over financial reporting. The company is enhancing financial controls and procedures to strengthen timely review and analysis of operations and financial results, and plans to increase the level of staffing in critical functional areas , including cost accounting and internal audit at ASI. (-More-) The Audit Committee of the company's board of directors has concluded its independent investigation of the improper business practices at ASI that led to the recently resolved customer contract dispute. The Audit Committee has approved management's remediation plan for ASI, which is to be implemented over the next several quarters. Steve Schwartz said, "ASI's sales in the fiscal second quarter were roughly four times higher than in the same period a year ago. While the organization has done an excellent job of achieving high levels of market share, engineering excellence, quality, and customer satisfaction, the quality of internal controls and the level of profitability have been unsatisfactory. We are moving forward with initiatives that we believe will help ASI better manage its growth and that are absolutely necessary to enhance the transparency and predictability of the business and accelerate improvement of ASI's profitability." OUTLOOK For the fiscal third quarter ending Dec. 25, 2004, the company provided the following guidance: - - Net sales are expected to be in the range of $130 to $140 million. - - Including all costs and charges, the company expects to report a GAAP consolidated net loss of $(15 million) to $(18 million), or $(0.30) to $(0.36) per share for the period. - - On a pro forma basis, the company expects to report a consolidated net loss of $(5 million) to $(6 million), or $(0.10) to $(0.13) per share. To reconcile pro forma net loss to net loss under GAAP, the company expects to exclude: - $6-7 million of restructuring charges, which includes $2 million of severance expenses related to action announced earlier this month and $4-$5 million related to facility consolidation. The restructuring activity is expected to provide $9-$10 million of annualized savings in future quarters. - $1.5 to $2.0 million of accounting, legal and other costs related to ASI's ERP and financial close issues, the company's delinquent 10-Q filing and resulting Nasdaq listing qualifications process, and the Audit Committee's independent investigation. - Approximately $2.5 million for amortization of intangibles, net of tax, and approximately $0.3 million for stock-based compensation expense related to prior acquisitions. - The company is considering additional facility consolidation over the next several quarters that, if implemented, would incur related restructuring charges in future periods. ABOUT OUR PRO FORMA NET INCOME AND ADJUSTMENTS To supplement our consolidated financial results prepared under generally accepted accounting principles ("GAAP"), we use a pro forma measure of net income that is GAAP net income adjusted to exclude certain costs, expenses and gains. Our pro forma net income gives an indication of our baseline performance before gains, losses or other charges that are considered by management to be outside of our core operating results. In addition, pro forma net income is among the primary indicators management uses as a basis for planning and forecasting future periods. These measures are not in accordance with, or an alternative for, GAAP and may be materially different from pro forma measures used by other companies. We compute pro forma net income by adjusting GAAP net income with the impact of amortization of acquisition-related intangibles and other non-cash charges and gains. The presentation of this additional information should not be considered in isolation or as a substitute for net income prepared in accordance with GAAP. ABOUT ASYST Asyst Technologies, Inc. is a leading provider of integrated automation solutions that enable semiconductor and flat panel display (FPD) manufacturers to increase their manufacturing productivity and protect their investment in materials during the manufacturing process. Encompassing isolation systems, work-in-process materials management, substrate-handling robotics, automated transport and loading systems, and connectivity automation (-More-) software, Asyst's modular, interoperable solutions allow chip and FPD manufacturers, as well as original equipment manufacturers, to select and employ the value-assured, hands-off manufacturing capabilities that best suit their needs. Asyst's homepage is http://www.asyst.com CONFERENCE CALL DETAILS A live webcast of the conference call to discuss the quarter's financial results will take place tomorrow, Dec. 21, 2004 at 8:00 a.m. Eastern Time. The webcast will be publicly available on Asyst's website at http://www.asyst.com and accessible by going to the investor relations page and clicking on the "webcast" link. For more information, including this press release, any non-GAAP financial measures that may be discussed on the webcast as well as the most directly comparable GAAP financial measures and a reconciliation of the difference between those GAAP and non-GAAP financial measures, as well as any other material financial and other statistical information contained in the webcast, please visit Asyst's website at www.asyst.com. A replay of the Webcast may be accessed via the same procedure. In addition, a standard telephone instant replay of the conference call is available by dialing (303) 590-3000, followed by the passcode 11019010#. The audio instant replay is available from Dec. 21 at 11:00 a.m. Eastern Time through Jan. 4, 2005 at 11:59 p.m. Eastern Time. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 Except for statements of historical fact, the statements in this press release are forward-looking. Such statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include, but are not limited to: uncertainties related to ASI's ability to remedy difficulties in its information system and financial closing processes and to avoid future irregularities in its business Fpractices or delays in its inventory reconciliation and quarter-end closing processes; the possibility that we may not be granted from Nasdaq the requested extension of time to file our second quarter Form 10-Q in order to avoid possible de-listing of our common stock from the Nasdaq National Market, and uncertainties that may be associated with any hearing or appeals that seek to avoid de-listing for failure to file timely periodic reports with the SEC; uncertainties relating to our ability to determine, complete and timely file a restatement of prior period financial statements; uncertainties relating to the time needed by us to complete the Form 10-Q and Form 10-Q/A, and by our independent auditors to complete their review of the Form 10-Q and Form 10-Q/A; uncertainty as to when the Form 10-Q and Form 10-Q/A will be filed; the company's ability to timely implement planned restructuring activities and to accurately estimate and realize the amount and timing of cost savings from these activities; the timing and magnitude of charges relating to restructuring activities; the failure to complete, at all or in a timely, efficient or cost-savings manner, planned restructuring activities and outsourcing programs; uncertainties associated with lawsuits that might be filed against Asyst, ASI and/or their management as a result of the matters discussed above; whether or not the SEC will commence an inquiry and/or investigation into these or other matters affecting Asyst; the impact of final resolution of the contract and reconciliation of ASI inventory on our consolidated financial statements; the possibility of management and employee changes at ASI that may adversely impact ASI operations, customer relations and completion of customer projects; possible uncertainty whether the final resolution and reconciliation of the matters described above could relate to historical financial statements, including revenue and expenses reported in prior periods, and could require an additional or further review or restatement of such financial statements and/or reported revenue and expenses; the possibility that these matters within ASI comprising a material weakness in the company's internal controls over its consolidated financial reporting could prevent the company timely meeting its future reporting requirements, including timely certification under Section 404 of the Sarbanes-Oxley Act of 2002; volatility in our stock price pending resolution or resulting from the matters discussed above; the volatility of semiconductor industry cycles; our ability to achieve forecasted revenues and maintain and improve gross margins through outsourced manufacturing, to reduce operating expenses, and to manage cash flows (and the timing and degree of any such improvements in gross margins, reductions in operating expenses and management of cash flows); failure to respond to rapid demand shifts; dependence on a few significant customers; the transition of the industry from 200mm wafers to 300mm wafers and the timing and scope of decisions by manufacturers to transition and expand fabrication facilities; continued risks associated with the acceptance of new products and product capabilities; the risk that customers will delay, reduce or cancel planned projects or bookings and thus delay recognition or the amount of our anticipated revenue; competition in the semiconductor equipment industry and specifically in AMHS; failure to integrate in an efficient and timely manner acquired companies and to complete planned restructuring and outsourcing programs; failure to retain and attract key employees; and other factors more fully detailed in the company's annual report on Form 10-K for the year ended March 31, 2004, and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. (-More-) "ASYST" IS A REGISTERED TRADEMARK AND "SPARTAN," "ISOPORT," "ADVANTAG,"AND "EIB" ARE TRADEMARKS OF ASYST TECHNOLOGIES, INC. ALL RIGHTS RESERVED (TABLES TO FOLLOW) ASYST TECHNOLOGIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited; in thousands) June 26, March 27, 2004 2004 ------------- ------------- (Restated) ASSETS CURRENT ASSETS: Cash, cash equivalents and short-term investments $122,577 $117,860 Restricted cash and cash equivalents - 1,904 Accounts receivable, net 175,452 147,939 Inventories 49,458 27,694 Prepaid expenses and other 18,477 14,276 ------------- ------------- Total current assets 365,964 309,673 ------------- ------------- LONG-TERM ASSETS: Property and equipment, net 21,485 22,868 Goodwill 70,893 71,973 Intangible assets, net 59,398 65,778 Other assets 3,401 3,317 ------------- ------------- Total long-term assets 155,177 163,936 ------------- ------------- Total assets $521,141 $473,609 ============= ============= LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Short-term loans and notes payable $ 17,002 $ 18,161 Current portion of long-term debt and capital leases 2,708 2,775 Accounts payable 145,819 109,910 Accrued liabilities 63,871 48,571 Deferred revenue 7,006 2,683 ------------- ------------- Total current liabilities 236,406 182,100 ------------- ------------- LONG-TERM LIABILITIES: Convertible notes 86,250 86,250 Long-term debt and capital leases, net of current portion 4,132 4,824 Deferred tax and other long-term liabilities 30,748 33,530 ------------- ------------- Total long-term liabilities 121,130 124,604 ------------- ------------- MINORITY INTEREST 61,465 63,796 ------------- ------------- SHAREHOLDERS' EQUITY: 102,140 103,109 ------------- ------------- Total liabilities, minority interest and shareholders' equity $521,141 $473,609 ============= ============= (-More-) ASYST TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited; in thousands, except per share data) Three Months Ended -------------------------------- June 26, March 27, June 28, 2004 2004 2003 ----------- --------- --------- (Restated) NET SALES $139,425 130,137 $45,268 COST OF SALES 110,361 103,978 40,824 ----------- -------- ---------- Gross profit 29,064 26,159 4,444 ----------- -------- ---------- OPERATING EXPENSES: Research and development 9,679 9,157 9,624 Selling, general and administrative 18,819 19,267 17,605 Amortization of acquired intangible assets 5,052 5,326 4,785 Restructuring and other charges/ (credits) 219 (12) 4,363 Asset impairment charges - - 6,853 ----------- -------- ---------- Total operating expenses 33,769 33,738 43,230 ----------- -------- ---------- Operating loss (4,705) (7,579) (38,786) Other expense, net (556) (2,042) (925) ----------- -------- ---------- Loss before benefit from income taxes and minority interest (5,261) (9,621) (39,711) INCOME TAXES BENEFIT 1,654 1,648 1,380 MINORITY INTEREST 1,321 272 955 ----------- -------- ---------- NET LOSS $(2,286) $(7,701) $(37,376) =========== ======== ========== ----------- -------- ---------- BASIC AND DILUTED NET LOSS PER SHARE $(0.05) $(0.16) $(0.97) =========== ======== ========== SHARES USED IN THE PER SHARE CALCULATION 47,179 47,020 38,475 =========== ======== ========== (-More-) ASYST TECHNOLOGIES, INC. RECONCILIATION OF RESTATED PRO FORMA RESULTS TO RESULTS UNDER GAAP (Unaudited; in thousands, except per share data) Three Months Ended June 26, 2004 --------------------------------- Results Pro Forma Pro Forma under Adjustments Results GAAP --------- ------------- ----------- SUPPLEMENTAL STATEMENT OF OPERATIONS NET SALES $139,425 $ - $139,425 COST OF SALES 110,361 - 110,361 --------- ------------- ----------- Gross profit 29,064 - 29,064 --------- ------------- ----------- OPERATING EXPENSES: Research and development 9,679 - 9,679 Selling, general and administrative 18,819 (418)(1) 18,401 Amortization of acquired intangible assets 5,052 (5,052) - Restructuring charges 219 (219)(2) - --------- ------------- ----------- Total operating expenses 33,769 (5,689) 28,080 --------- ------------- ----------- Operating loss (4,705) 5,689 984 Other expense, net (556) - (556) --------- ------------- ----------- Income (loss) before provision for income taxes and minority interest (5,261) 5,689 428 BENEFIT FROM (PROVISION) FOR INCOME TAXES 1,654 (1,641)(3) 13 MINORITY INTEREST 1,321 (1,163)(4) 158 --------- ------------- ----------- NET INCOME (LOSS) $ (2,286) $ 2,885 $ 599 ========= ============= =========== Basic and diluted net income (loss) per share $ (0.05) $ 0.06 $ 0.01 Basic and diluted net income (loss) per share $ (0.05) $ 0.06 $ 0.01 Shares used in the per share calculation - basic 47,179 - 47,179 Shares used in the per share calculation - diluted 47,179 7,202 54,381 (1) Stock-based compensation expense. (2) Restructuring charges at Asyst Japan, Inc. (3) Income tax adjustment relating to the amortization of intangibles attributable to ASI. (4) Reflects 49% minority interest adjustment relating to the net pro forma adjustments to the net income at ASI. (-More-) ASYST TECHNOLOGIES, INC. RESTATED SUPPLEMENTAL FINANCIAL INFORMATION (Unaudited; in thousands, except per share data) Three Months Ended June 26, 2004 ----------------------------------- Consolidated ATI ASI Under GAAP --------- --------- ------------ SUPPLEMENTAL STATEMENT OF OPERATIONS NET SALES $ 71,755 $67,670 $139,425 COST OF SALES 45,853 64,508 110,361 --------- --------- ------------ Gross profit 25,902 3,162 29,064 --------- --------- ------------ OPERATING EXPENSES: Research and development 8,161 1,518 9,679 Selling, general and administrative 14,331 4,488 18,819 Amortization of acquired intangible assets 1,038 4,014 5,052 Restructuring and other charges 219 - 219 --------- --------- ------------ Total operating expenses 23,749 10,020 33,769 --------- --------- ------------ Operating income (loss) 2,153 (6,858) (4,705) Other income (expense), net (810) 254 (556) --------- --------- ------------ Income (loss) before (provision for) benefit from income taxes and minority interest 1,343 (6,604) (5,261) (PROVISION FOR) BENEFIT FROM INCOME TAXES (248) 1,902 1,654 MINORITY INTEREST (16) 1,337 1,321 --------- --------- ------------ NET INCOME (LOSS) $ 1,079 $(3,365) $ (2,286) ========= ========= ============ Basic net income (loss) per share $ 0.02 $ (0.07) $ (0.05) Diluted net income (loss) per share $ 0.02 $ (0.07) $ (0.05) Shares used in the per share calculation - basic 47,179 47,179 47,179 Shares used in the per share calculation - diluted 48,632 47,179 47,179 ASYST TECHNOLOGIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited; in thousands) September 25, March 27, 2004 2004 ------------- ------------- ASSETS CURRENT ASSETS: Cash, cash equivalents and short-term investments $116,087 $117,860 Restricted cash and cash equivalents 16 1,904 Accounts receivable, net 213,143 147,939 Inventories 45,348 27,694 Prepaid expenses and other 23,251 14,276 ------------- ------------- Total current assets 397,845 309,673 ------------- ------------- LONG-TERM ASSETS: Property and equipment, net 21,316 22,868 Goodwill 69,100 71,973 Intangible assets, net 52,596 65,778 Other assets 2,933 3,317 ------------- ------------- Total long-term assets 145,945 163,936 ------------- ------------- Total assets $543,790 $473,609 ============= ============= LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Short-term loans and notes payable $ 35,405 $ 18,161 Current portion of long-term debt and capital leases 2,679 2,775 Accounts payable, accrued liabilities and other 165,507 109,910 Accrued liabilities 57,099 48,571 Deferred revenue 6,625 2,683 ------------- ------------- Total current liabilities 267,315 182,100 ------------- ------------- LONG-TERM LIABILITIES: Convertible notes 86,250 86,250 Long-term debt and capital leases, net of current portion 3,977 4,824 Deferred tax and other long-term liabilities 26,948 33,530 ------------- ------------- Total long-term liabilities 117,175 124,604 ------------- ------------- MINORITY INTEREST 59,667 63,796 ------------- ------------- SHAREHOLDERS' EQUITY: 99,633 103,109 ------------- ------------- Total liabilities, minority interest and shareholders' equity $543,790 $473,609 ============= ============= (-More-) ASYST TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited; in thousands, except per share data) Three Months Ended Six Months Ended --------------------- -------------------- Sep 25, Sep 27, Sep 25, Sep 27, 2004 2003 2004 2003 ---------- ---------- --------- ----------- NET SALES $168,606 $51,349 $308,031 $96,617 COST OF SALES 136,077 39,350 246,438 80,174 ---------- ---------- --------- ---------- Gross profit 32,529 11,999 61,593 16,443 ---------- ---------- --------- ---------- OPERATING EXPENSES: Research and development 9,073 8,391 18,752 18,015 Selling, general and administrative 19,100 14,914 37,919 32,519 Amortization of acquired intangible assets 5,040 4,778 10,092 9,563 Restructuring and other charges/ (credits) 368 487 587 4,850 Asset impairment charges - - - 6,853 ---------- ---------- --------- ---------- Total operating expenses 33,581 28,570 67,350 71,800 ---------- ---------- --------- ---------- Operating loss (1,052) (16,571) (5,757) (55,357) Other expense, net (805) (1,463) (1,361) (2,388) ---------- ---------- --------- ---------- Loss before benefit from income taxes and minority interest (1,857) (18,034) (7,118) (57,745) INCOME TAXES BENEFIT (PROVISION) (67) 1,005 1,587 2,385 MINORITY INTEREST 93 714 1,414 1,669 ---------- ---------- --------- ---------- NET LOSS $(1,831) $(16,315) $(4,117) $(53,691) ========== ========== ========= ========== ---------- ---------- --------- ---------- BASIC AND DILUTED NET LOSS PER SHARE $(0.04) $(0.41) $(0.09) $(1.38) ========== ========== ========= ========== SHARES USED IN THE PER SHARE CALCULATION 47,428 39,517 47,304 38,996 ========== ========== ========= ========== (-More-) ASYST TECHNOLOGIES, INC. RECONCILIATION OF PRO FORMA RESULTS TO RESULTS UNDER GAAP (Unaudited; in thousands, except per share data) Three Months Ended September 25, 2004 --------------------------------------- Results under Pro Forma Pro Forma GAAP Adjustments Results ------------ ------------ ----------- SUPPLEMENTAL STATEMENT OF OPERATIONS NET SALES $168,606 $ - $168,606 COST OF SALES 136,077 - 136,077 ------------ ------------ ----------- Gross profit 32,529 - 32,529 ------------ ------------ ----------- OPERATING EXPENSES: Research and development 9,073 - 9,073 Selling, general and administrative 19,100 (329)(1) 18,771 Amortization of acquired intangible assets 5,040 (5,040) - Restructuring charges 368 (368)(2) - ------------ ------------ ----------- Total operating expenses 33,581 (5,737) 27,844 ------------ ------------ ----------- Operating loss (1,052) 5,737 4,685 Other expense, net (805) - (805) ------------ ------------ ----------- Income (loss) before provision for income taxes and minority interest (1,857) 5,737 3,880 BENEFIT FROM (PROVISION) FOR INCOME TAXES (67) (1,688)(3) (1,755) MINORITY INTEREST 93 (1,134)(4) (1,041) ------------ ------------ ----------- NET INCOME (LOSS) $ (1,831) $ 2,915 $ 1,084 ============ ============ =========== Basic and diluted net income (loss) per share $ (0.04) $ 0.06 $ 0.02 Basic and diluted net income (loss) per share $ (0.04) $ 0.06 $ 0.02 Shares used in the per share calculation - basic 47,428 - 47,428 Shares used in the per share calculation - diluted 47,428 6,390 53,818 (1) Stock-based compensation expense. (2) Restructuring charges (3) Income tax adjustment relating to the amortization of intangibles attributable to ASI. (4) Reflects 49% minority interest adjustment relating to the net pro forma adjustments to the net income at ASI. (-More-) ASYST TECHNOLOGIES, INC. SUPPLEMENTAL FINANCIAL INFORMATION (Unaudited; in thousands, except per share data) Three Months Ended Sept. 25, 2004 ----------------------------------- Consolidated ATI ASI Under GAAP --------- --------- ------------- SUPPLEMENTAL STATEMENT OF OPERATIONS NET SALES $ 68,817 $99,789 $168,606 COST OF SALES 45,744 90,332 136,077 --------- --------- ------------- Gross profit 23,073 9,457 32,529 --------- --------- ------------- OPERATING EXPENSES: Research and development 7,455 1,619 9,073 Selling, general and administrative 14,804 4,296 19,100 Amortization of acquired intangible assets 1,038 4,002 5,040 Restructuring and other charges 368 - 368 --------- --------- ------------- Total operating expenses 23,665 9,917 33,581 --------- --------- ------------- Operating loss (592) (460) (1,052) Other income (expense), net (855) 50 (805) --------- --------- ------------- Income (loss) before (provision for) benefit from income taxes and minority interest (1,447) (410) (1,857) (PROVISION FOR) BENEFIT FROM INCOME TAXES (273) 206 (67) MINORITY INTEREST (23) 116 93 --------- --------- ------------- NET INCOME (LOSS) $ (1,743) $ (88) $ (1,831) ========= ========= ============= Basic net income (loss) per share $ (0.04) $ (0.00) $ (0.04) Diluted net income (loss) per share $ (0.04) $ (0.00) $ (0.04) Shares used in the per share calculation - basic 47,428 47,428 47,428 Shares used in the per share calculation - diluted 47,428 47,428 47,428