Exhibit 99.1
[LOGO OF BROOKS AUTOMATION] Brooks Automation, Inc. Tel (978) 262-2400
15 Elizabeth Drive Fax (978) 262-2500
Chelmsford, MA 01824 www.brooks.com
FINAL
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Contact:
Mark Chung
Director of Investor Relations
Brooks Automation, Inc.
Telephone: (978) 262-2459
mark.chung@brooks.com
BROOKS AUTOMATION REPORTS RESULTS FOR Q1 OF FISCAL 2006 ENDED DECEMBER 31, 2005
Company exceeds guidance for revenues, bookings and earnings; integration
of Helix merger proceeding on track
CHELMSFORD, Mass., February 6, 2006 -- Brooks Automation, Inc. (NASDAQ: BRKS),
which produces hardware, software and systems to enable manufacturing
efficiencies for the semiconductor and other complex manufacturing industries,
today announced results for its first quarter of fiscal 2006 ended December 31,
2005.
Revenues for the first quarter of fiscal 2006 were $127.2 million, better than
Company guidance of $120 to $125 million. The acquisition of Helix Technology,
which was included for 2 months of the quarter, accounted for $30.9 million of
revenues, without which revenues were $96.3 million for Brooks, better than the
guided range of $90 to $95 million. Bookings during the quarter were $141.3
million. Bookings exclusive of the Helix acquisition increased 22.9 percent
sequentially for Brooks, better than the guided range of a 15 to 20 percent
increase. Including Helix, overall bookings increased 63.5 percent sequentially.
Net loss from continuing operations for the first quarter of fiscal 2006 on a
Generally Accepted Accounting Principles (GAAP) basis was $11.3 million, or
$0.17 per share, which included a total of $12.6 million, or $0.19 per share, in
certain charges and special items. A majority of the charges were related to the
acquisition of Helix, including a $7.0 million charge related to the purchase
accounting inventory step-up and $2.1 million for amortization of acquired
intangible assets. Additionally, stock option expense related to the adoption of
SFAS 123 (R) "Stock Based Compensation" was $1.6 million. The remaining $2.0
million in charges were non-Helix related restructuring and amortization of
acquired intangible assets.
Edward C. Grady, president and chief executive officer of Brooks Automation,
said "We saw strong improvement in customer demand during the December quarter.
The timing couldn't be better for us, as we completed the acquisition of Helix
and have positioned the combined company to realize strong leverage in an
expected robust investment cycle for the semiconductor industry. I am pleased
with the progress of the integration of Helix, resulting from a focused team
effort that is enabling a fast and smooth transition across our various
organizations. I am particularly pleased with the implementation of Helix's
highly-regarded customer support and service model which is already helping to
improve our relations with major customers on a global scale."
Creating Manufacturing Efficiency. Accelerating Your Profit.
PRESS RELEASE
Mr. Grady further commented on the financial performance in the quarter and
provided guidance for the March quarter. "The December quarter was a
transitional quarter for Brooks, with the consolidation of Helix and a strong
positive bookings inflection. We exceeded our guidance and consensus estimates
for bookings, revenues and earnings. The pro forma gross margin for the company
improved to 36.4 percent. Our balance sheet remains strong with $374 million in
cash and equivalents. Looking forward to the March quarter, we expect order
rates to continue to be strong. Bookings are expected to be $165 million to $175
million. We expect March quarter revenues to be $152 to $158 million. Net income
is expected to be in the range of breakeven to $0.04 per share on a GAAP basis,
which includes $0.12 per share in certain charges and special items. We are
confident that our strategy of 'sintegrated engineered content' is the right
approach for us and our customers, and we are focused on continuing to build our
business and create value for our stakeholders. I am pleased with the
organization we have built with the combination of the Brooks and Helix teams
and to see the progress we are continuing to make in our key served markets."
BUSINESS SEGMENT DATA
The following table (unaudited) summarizes the two reporting segments of Brooks
for fiscal Q1.
Hardware Software Total
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THREE MONTHS ENDED DECEMBER 31, 2005:
Revenues, in thousands $ 108,495 $ 18,680 $ 127,175
Gross margin, in thousands $ 25,463 $ 11,471 $ 36,934
Gross margin, % 23.5%(A) 61.4%(B) 29.0%(C)
Operating margin, in thousands $ (6,285) $ (2,836) $ (9,121)
Operating margin, % (5.8)% (15.2)% (7.2)%
Amortization of other acquired intangible assets $ 768
Restructuring charges $ 1,222
Total loss from continuing operations $ (11,111)
The Q1 results reflect approximately two months of the consolidated results of
the former Helix business which are included in the Hardware reporting segment.
Note:
(A) Gross margin for the Hardware segment was 31.5 percent excluding $7.0
million in inventory step-up charge related to the acquisition of Helix, $1.5
million of amortization of completed technology and $0.2 million of FAS 123R
expenses;
(B) Gross margin for the Software segment was 64.7 percent excluding $0.6
million of amortization of completed technology and $0.1 million of FAS 123R
expenses; and
(C) Gross margin for the total company was 36.4 percent without the
aforementioned charges.
Creating Manufacturing Efficiency. Accelerating Your Profit. Page 2
PRESS RELEASE
DISCUSSION OF NON-GAAP FINANCIALS
The financial results that exclude certain charges and special items are not in
accordance with GAAP. Management believes the presentation of non-GAAP financial
measures, which exclude the costs associated with acquisitions and other special
items, is useful to investors for comparing prior periods and analyzing ongoing
business trends and operating results, especially to help explain financials
subsequent to the acquisition of Helix Technology. The following table is
provided to summarize costs that are not included in the non-GAAP discussion.
Charge or item in Q1 2006 Amount EPS impact
- ------------------------------------------------- ------------ ------------
($thousands)
Acquisition-related inventory write-off $ 6,983 $ 0.11
Stock options expenses $ 1,563 $ 0.02
Amortization of acquired intangible assets $ 2,836 $ 0.04
Acquisition-related and restructuring charges $ 1,222 $ 0.02
Total (with rounding) $ 12,604 $ 0.19
A detailed reconciliation of the GAAP to the non-GAAP financials is provided
with the financial tables.
CONFERENCE CALL AND WEBCAST
Brooks Automation will host a conference call at conference call today at 4:30
p.m. Eastern, February 6, 2006 to discuss the results.
Conference Call Date: Monday, February 6, 2006
Time: 4:30 p.m. Eastern
Dial in #: (719) 457-2698
Passcode: 2004734
A live Webcast of this conference call will be available in the investor
relations section of the Brooks Automation web site, http://investor.brooks.com
under the title "Brooks Automation First Quarter Fiscal 2006 Earnings Webcast."
An archive of this Webcast will be made available following the conference call,
and can be accessed for at least the next twelve months on the section for
Webcasts at http://investor.brooks.com under the title "Brooks Automation First
Quarter Fiscal 2006 Earnings Webcast." A telephone replay will also be made
available following the call at the following number: (719) 457-0820 beginning
at 7:00 p.m. Eastern, Monday, February 6, 2006, and available 7 days. The
passcode for the replay is 2004734.
Creating Manufacturing Efficiency. Accelerating Your Profit. Page 3
PRESS RELEASE
ABOUT BROOKS AUTOMATION, INC.
Brooks is a leading worldwide provider of automation solutions and integrated
subsystems to the global semiconductor and related industries. The company's
advanced offerings in hardware, software and services can help customers improve
manufacturing efficiencies, accelerate time-to-market and reduce cost of
ownership. Brooks products and global services are used in virtually every
semiconductor fab in the world as well as in a number of diverse industries
outside of semiconductor manufacturing. For more information, visit
http://www.brooks.com.
"SAFE HARBOR" STATEMENT UNDER SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934:
Some statements in this release are forward-looking statements made under
Section 21E of the Securities Exchange Act of 1934. These statements are neither
promises nor guarantees but involve risks and uncertainties, both known and
unknown, that could cause Brooks' financial and business results to differ
materially from our expectations. They are based on the facts known to
management at the time they are made. These forward-looking statements include
statements regarding our bookings, revenues, and profit and loss expectations,
our ability to meet customer shipment and delivery requirements, expected
restructuring charges and other charges, our future business strategy and market
opportunities, level of capital expenditures and bookings expectations in the
semiconductor and discrete manufacturing industries, demand for our products,
purchasing and manufacturing trends among semiconductor manufacturing OEMs, the
benefits of the acquisition of Helix, our ability to integrate successfully the
business and personnel of Brooks and Helix and the outlook of the semiconductor
and discrete manufacturing industries. Factors that could cause results to
differ from our expectations include the following: our dependence on the
cyclical semiconductor industry; the possibility of downturns in market demand
for electronics; our possible inability to meet increased demand for our
products due to difficulties in obtaining components and materials from our
suppliers in required quantities and of required quality; a decision by
semiconductor manufacturing OEMs not to outsource increasing amounts of their
manufacturing operations; our ability to continue to effectively implement our
flexible manufacturing model and our supply chain consolidation; the highly
competitive nature and rapid technological change that characterizes the
industries in which we compete; decisions by customers to accelerate delivery
under or to cancel or defer orders that previously had been accepted; decisions
by customers to reject the products we ship to them; the possibility that we may
not be able to fulfill customer orders within a period of time acceptable to
them; the acceptance of our software products and services in industries outside
of the semiconductor industry; the fact that design-in wins do not necessarily
translate to significant revenue; the timing and effectiveness of restructuring,
cost-cutting and expense control measures; intense price competition; disputes
concerning intellectual property; our ability to successfully integrate Helix's
operations and employees; the risk that the cost savings and any other synergies
from the Helix acquisition may not be fully realized or may take longer to
realize than expected; the risk that possible disruption from the Helix
acquisition will make it more difficult to maintain relationships with customers
and employees; continuing uncertainties in global political and economic
conditions, especially arising out of conflict in the Middle East; and other
factors and other risks that we have described in our filings with the
Securities and Exchange Commission, including but not limited to Brooks' Annual
Report on Form 10-K, current reports on Form 8-k and our quarterly reports on
Form 10-Q. As a result we can provide no assurance that our future results will
not be materially different from those projected. Brooks expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
such statement to reflect any change in our expectations or any change in
events, conditions or circumstances on which any such statement is based. Brooks
undertakes no obligation to update the information contained in this press
release.
# # #
All trademarks contained herein are the property of their respective owners.
Creating Manufacturing Efficiency. Accelerating Your Profit. Page 4
BROOKS AUTOMATION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
DECEMBER 31, SEPTEMBER 30,
2005 2005
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ASSETS
Cash, cash equivalents and marketable securities $ 353,193 $ 324,023
Accounts receivable, net 92,216 77,555
Inventories 78,056 48,434
Other current assets 19,102 16,077
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Total current assets 542,567 466,089
Property, plant and equipment, net 71,657 54,165
Long-term marketable securities 20,784 32,935
Intangible assets, net 427,661 65,922
Other assets 19,923 4,969
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Total assets $ 1,082,592 $ 624,080
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LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY
Current liabilities $ 140,692 $ 125,095
Convertible subordinated notes 175,000 175,000
Other long-term liabilities 17,075 13,090
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Total liabilities 332,767 313,185
Minority interests 861 1,060
Stockholders' equity 748,964 309,835
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Total liabilities, minority interests and stockholders' equity $ 1,082,592 $ 624,080
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Cash, cash equivalents, short-term and long-term marketable securities
December 31, 2005 $ 373,977
September 30, 2005 $ 356,958
June 30, 2005 $ 349,724
March 31, 2005 $ 351,214
December 31, 2004 $ 338,377
BROOKS AUTOMATION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
THREE MONTHS ENDED
DECEMBER 31,
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2005 2004
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Revenues $ 127,175 $ 117,233
Cost of revenues 90,241 75,814
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Gross profit 36,934 41,419
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Gross margin 29.0% 35.3%
Operating expenses:
Research and development 16,111 15,640
Selling, general and administrative 30,712 20,781
Restructuring charges 1,222 2,661
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48,045 39,082
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Income (loss) from continuing operations (11,111) 2,337
Interest (income) expense, net (1,170) 419
Other (income) expense, net 180 221
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Income (loss) from continuing operations before income taxes
and minority interests (10,121) 1,697
Income tax provision 1,347 1,486
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Income (loss) from continuing operations before minority interests (11,468) 211
Minority interests in income (loss) of consolidated subsidiary (198) 130
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Income (loss) from continuing operations (11,270) 81
Income (loss) from discontinued operations, net of income taxes 52 (976)
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Net loss $ (11,218) $ (895)
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Basic income (loss) per share:
Continuing operations $ (0.17) $ 0.00
Discontinued operations 0.00 (0.02)
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Basic income (loss) per share $ (0.17) $ (0.02)
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Diluted income (loss) per share:
Continuing operations $ (0.17) $ 0.00
Discontinued operations 0.00 (0.02)
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Diluted income (loss) per share $ (0.17) $ (0.02)
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Shares used in computing loss per share:
Basic 66,112 44,702
Diluted 66,112 44,980
BROOKS AUTOMATION, INC.
CALCULATION OF PRO FORMA NET INCOME
FOR THE THREE MONTHS ENDED DECEMBER 31, 2005
(in thousands, except per share data)
(unaudited)
U.S. GAAP ADJUSTMENTS PRO FORMA
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Revenues $ 127,175 $ - $ 127,175
Cost of revenues 90,241 9,318 A 80,923
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Gross profit 36,934 (9,318) 46,252
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Gross margin 29.0% 36.4%
Operating expenses:
Research and development 16,111 217 B 15,894
Selling, general and administrative 30,712 1,847 C 28,865
Restructuring charges 1,222 1,222 -
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48,045 3,286 44,759
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Income (loss) from continuing operations (11,111) (12,604) 1,493
Interest (income) expense, net (1,170) - (1,170)
Other (income) expense, net 180 180
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Income (loss) from continuing operations before
income taxes and minority interests (10,121) (12,604) 2,483
Income tax provision 1,347 - 1,347
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Income (loss) from continuing operations before minority interests (11,468) (12,604) 1,136
Minority interests in income of consolidated subsidiary (198) - (198)
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Income (loss) from continuing operations (11,270) (12,604) 1,334
Income (loss) from discontinued operations, net of income taxes 52 - 52
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Net income (loss) $ (11,218) $ (12,604) $ 1,386
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Basic income (loss) per share from continuing operations $ (0.17) $ (0.19) $ 0.02
Basic income (loss) per share from discontinued operations 0.00 - 0.00
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Basic income (loss) per share $ (0.17) $ (0.19) $ 0.02
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Diluted income (loss) per share from continuing operations $ (0.17) $ (0.19) $ 0.02
Diluted income (loss) per share from discontinued operations 0.00 - 0.00
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Diluted income (loss) per share $ (0.17) $ (0.19) $ 0.02
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Shares used in computing earnings (loss) per share
Basic 66,112 66,112 66,112
Diluted 66,112 66,112 66,112
Adjustments:
(A) Write-off of Helix inventory step-up 6,983
Amortization of completed technology 2,068
FAS 123R expenses 267
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9,318
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(B) FAS 123R expenses 217
(C) FAS 123R expenses 1,079
Amortization of other acquired intangible assets 768
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1,847
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