UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: DECEMBER 31, 1996 OR [ ] 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) DELAWARE 04-3040660 -------- ---------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 15 ELIZABETH DRIVE CHELMSFORD, MASSACHUSETTS (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 01824 (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (508) 262-2566 _____________________________________________ 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 X NO ____ -- AS OF JANUARY 31, 1997, THERE WERE OUTSTANDING 7,625,890 SHARES OF THE COMPANY'S COMMON STOCK, $.01 PAR VALUE. THIS REPORT, INCLUDING ALL EXHIBITS AND ATTACHMENTS, CONTAINS 14 PAGES. -- Page 1 of 14
BROOKS AUTOMATION, INC. INDEX <TABLE> <CAPTION> PAGE PART 1 FINANCIAL INFORMATION NUMBER - ------- --------------------- ------ <S> <C> <C> Item 1 Consolidated Financial Statements: Consolidated Balance Sheet....................... 3 Consolidated Statement of Income................. 4 Consolidated Statement of Cash Flows............. 5 Notes to Consolidated Financial Statements....... 6-7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations.............. 8-12 PART II OTHER INFORMATION - ------- ----------------- Item 6 Exhibits and Reports on Form 8-K................. 13 SIGNATURES ................................................. 14 </TABLE> Page 2 of 14
BROOKS AUTOMATION, INC. CONSOLIDATED BALANCE SHEET (IN THOUSANDS, EXCEPT SHARE-RELATED DATA) <TABLE> <CAPTION> DECEMBER 31, SEPTEMBER 30, 1996 1996 (UNAUDITED) ASSETS <S> <C> <C> Current assets: Cash and cash equivalents $ 937 $ 2,102 Accounts receivable, net of allowance for doubtful accounts of $100 and $100, respectively, and including related party receivables of $4,335 and $5,533, respectively 23,744 24,381 Inventories 17,037 17,803 Prepaid expenses and other current assets 1,857 1,679 ------- ------- Total current assets 43,575 45,965 Fixed assets, net 17,591 16,698 Other assets 2,836 2,098 ------- ------- Total assets $64,002 $64,761 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term liabilities Accounts payable 6,398 8,103 Accrued compensation and benefits 2,443 2,719 Accrued expenses and other current liabilities 846 1,130 ------- ------- Total current liabilities 12,638 13,383 Long-term liabilities 566 687 ------- ------- Total liabilities 13,204 14,070 ------- ------- Commitments and contingency - - Stockholders' equity: Preferred stock, $.01 par value; 1,000,000 shares authorized; none issued and outstanding - - Common stock, $.01 par value; 21,500,000 shares authorized; 7,591,459 shares and 7,569,109 shares issued and outstanding 76 76 Additional paid-in capital 34,373 34,335 Cumulative translation adjustment (148) (174) Deferred compensation (107) (110) Retained earnings 16,604 16,564 ------- ------- Total stockholders' equity 50,798 50,691 ------- ------- Total liabilities and stockholders' equity $64,002 $64,761 ======= ======= </TABLE> The accompanying notes are an integral part of these consolidated financial statements. Page 3 of 14
BROOKS AUTOMATION, INC. CONSOLIDATED STATEMENT OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) <TABLE> <CAPTION> THREE MONTHS ENDED DECEMBER 31, 1996 1995 <S> <C> <C> Revenues, including related party revenues of $3,382 and $2,148, respectively $16,111 $18,564 Cost of revenues 10,631 10,677 ------- ------- Gross profit 5,480 7,887 ------- ------- Operating expenses: Research and development 2,810 2,531 Selling, general and administrative 2,554 2,595 ------- ------- Total operating expenses 5,364 5,126 ------- ------- Income from operations 116 2,761 Interest expense 71 98 Interest income 16 160 ------- ------- Income before income taxes 61 2,823 Income tax provision 21 979 ------- ------- Net income $ 40 $ 1,844 ======= ======= Net income per share $ - $ 0.22 ======= ======= Weighted average number of common and common equivalent shares 8,425 8,289 ===== ===== </TABLE> The accompanying notes are an integral part of these consolidated financial statements. Page 4 of 14
BROOKS AUTOMATION, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) <TABLE> <CAPTION> THREE MONTHS ENDED DECEMBER 31, 1996 1995 ---- ---- <S> <C> <C> INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 40 $ 1,844 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 900 561 Changes in operating assets and liabilities: Accounts receivable 682 (3,401) Inventories 808 (4,229) Prepaid expenses and other current assets (190) 876 Accounts payable (1,701) 963 Accrued compensation and benefits (446) (682) Accrued expenses and other current liabilities (187) 1,025 ------ ------- Net cash used in operating activities (94) (3,043) ------ ------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of fixed assets (1,713) (3,090) Increase in other assets (796) (24) ------ ------- Net cash used in investing activities (2,509) (3,114) ------ ------- CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings under credit lines 1,507 2,229 Principal payments on long-term liabilities (109) (127) Proceeds from issuance of common stock 38 33 ------ ------- Net cash provided by financing activities 1,436 2,135 ------ ------- Effects of exchange rate changes on cash and cash equivalents 2 (3) ------ ------- Net decrease in cash and cash equivalents (1,165) (4,025) Cash and cash equivalents, beginning of period 2,102 15,594 ------ ------- Cash and cash equivalents, end of period $ 937 $11,569 ====== ======= </TABLE> The accompanying notes are an integral part of these consolidated financial statements. Page 5 of 14
BROOKS AUTOMATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Brooks Automation, Inc. and its subsidiaries (the "Company") have been prepared in accordance with generally accepted accounting principles and with the instructions to Article 10 of Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company which are included in the Company's Annual Report on Form 10-K/A for the year ended September 30, 1996. The results of operations for the three months ended December 31, 1996 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 1997. 2. INVENTORIES Inventories consist of the following: December 31, September 30, (in thousands) 1996 1996 ---- ---- Raw materials and purchased parts $11,694 $12,547 Work-in-process 3,754 2,899 Finished goods 1,589 2,357 ------- ------- $17,037 $17,803 ======= ======= 3. NET INCOME PER SHARE Net income per share is determined by dividing net income by the weighted average number of common shares and common equivalent shares assumed outstanding during the period. Primary and fully-diluted net income per share are essentially the same for the periods presented. Page 6 of 14
BROOKS AUTOMATION, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 4. RELATED PARTY AND SIGNIFICANT CUSTOMER INFORMATION During the three months ended December 31, 1996 and 1995, the Company had revenues from a related party representing 21% and 12% of revenues, respectively. An executive of this customer is a member of the Company's Board of Directors. During the three months ended December 31, 1996, the Company had revenues from one customer (not a related party) representing 15% of revenues. 5. COMMITMENTS AND CONTINGENCY There has been substantial litigation regarding patent and other intellectual property rights in the semiconductor and related industries. The Company has received notice from a third-party alleging infringements of such party's patent rights by certain of the Company's products. The Company believes the patents claimed may be invalid. In the event of litigation with respect to this notice, the Company is prepared to vigorously defend its position. However, because patent litigation can be extremely expensive and time consuming, the Company may seek to obtain a license to one or more of the disputed patents. Based upon information currently available to it, the Company would only do so if license fees would not be material to the Company's consolidated financial statements. Currently, the Company does not believe that it is probable that future events related to this threatened matter will have an adverse effect on the Company's business; however, there can be no assurance that this will be the case. The Company is currently unable to reasonably estimate any possible loss related to this matter. Page 7 of 14
BROOKS AUTOMATION, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Brooks Automation, Inc. is a leading, worldwide independent supplier of substrate handling robots, modules, software controls and cluster tool platforms to semiconductor and flat panel display manufacturers. From time to time, information provided by the Company or statements made by its employees may contain "forward-looking" information which involves risks and uncertainties. In particular, statements contained in this report which are not historical facts (including, but not limited to, statements concerning anticipated revenues, geographical growth rates, anticipated operating expense levels and the availability of funds to meet cash requirements) are based on the assumptions and expectations of the Company's management at the time such statements are made and may be "forward-looking" statements. The Company's actual future results may differ significantly from those stated in any "forward-looking" statements. Factors that may cause such differences include, but are not limited to, the factors discussed below under the caption "Factors That May Affect Future Results" and the accuracy of the Company's internal estimates of revenues and operating expense levels. RESULTS OF OPERATIONS THREE MONTHS ENDED DECEMBER 31, 1996 COMPARED WITH THREE MONTHS ENDED DECEMBER 31, 1995 REVENUES Revenues for the three months ended December 31, 1996 decreased 13.2% or $2.5 million to $16.1 million compared with revenues of $18.6 million in the comparable prior fiscal period. Sales of vacuum central wafer handling systems and components comprised 77.0% of the decrease in revenues. This decrease is primarily attributable to a recent broad decline in capital spending by the semiconductor manufacturing equipment industry. As a result, the Company expects that its revenues for at least the first half of fiscal 1997 will be lower than the comparable prior fiscal period. The remainder of the decrease in revenues is due to fewer unit sales of flat panel display substrate handling systems and modules, and decreased control software and service revenues. Foreign revenues for the three months ended December 31, 1996 increased 37.5% to $6.6 million (41.1 % of revenues), including $5.4 million of direct sales to Asian customers, compared with foreign revenues of $4.8 million (25.9% of revenues), including $3.8 million of direct sales to Asian customers in the comparable prior fiscal period. The increase in foreign revenues is primarily attributable to shipments of new 300 mm vacuum central wafer handling systems to customers in Japan and Korea. The Company expects that foreign revenues will continue to grow throughout fiscal 1997 and to account for a significant portion of total revenues. However, there can be no assurance that quarterly geographical growth rates will be comparable to those achieved in the three months ended December 31, 1996. GROSS PROFIT Gross profit as a percentage of revenues decreased to 34.0% for the three months ended December 31, 1996 compared with 42.5% for the comparable prior fiscal period. The decrease in the gross profit percentage is mainly attributable to underutilization of manufacturing capacity, increased global support costs, and to a lesser extent, higher new product introduction costs. Global support costs increased 87% to $1.3 million (8.1% of revenues) for the three months ended December 31, 1996 from $692,000 (3.7% of revenues) in the comparable prior fiscal period due to the expansion, primarily during fiscal 1996, of the Company's global support organization in support of the growing worldwide customer base. RESEARCH AND DEVELOPMENT During the three months ended December 31, 1996, the Company continued to make investments in research and development to enhance its semiconductor and flat panel display products. Research and development expenses increased 11.0% to $2.8 million (17.4% of revenues) for the three months ended December 31, 1996 from $2.5 million (13.6% of revenues) in the comparable prior fiscal period. The Company believes that research and development expenditures are essential to maintaining its competitive position in the semiconductor and flat panel display fabrication equipment market and expects the expenditure levels to continue at or above current levels throughout fiscal 1997. Page 8 of 14
BROOKS AUTOMATION, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative expenses remained stable at $2.6 million for the three months ended December 31, 1996 as compared with the comparable prior fiscal period primarily as a result of cost saving measures initiated during the current fiscal quarter to curb discretionary spending. As a percentage of revenues, selling, general and administrative expenses increased to 15.9% of revenues from 14.0% of revenues for the three months ended December 31, 1996 and 1995, respectively, reflecting the effect of the lower revenue level in the current fiscal quarter. The Company expects to continue the growth of its worldwide sales and administrative organizations in fiscal 1997, reflecting the Company's commitment to further penetrate key international markets. INTEREST INCOME AND EXPENSE Interest income decreased to $16,000 (0.1% of revenues) for the three months ended December 31, 1996 from $160,000 (0.9% of revenues) in the comparable prior fiscal period. The decrease in interest income for the three months ended December 31, 1996 reflects lower cash balances throughout the first quarter of fiscal 1997 compared with the same period of fiscal 1996. Interest expense decreased to $71,000 (0.4% of revenues) for the three months ended December 31, 1996 from $98,000 (0.5% of revenues) in the comparable prior fiscal period. The decrease in interest expense reflects lower average borrowings and interest rates throughout the first quarter of fiscal 1997 compared with the same period of fiscal 1996. INCOME TAX PROVISION The Company's effective income tax rate was 34.4% for the three months ended December 31, 1996 compared with 34.7% in the comparable prior fiscal period. The difference between the effective and statutory federal income tax rate is due primarily to the tax benefits of the Company's foreign sales corporation, and research and development tax credits, offset by the impact of state income taxes. FOREIGN CURRENCY FLUCTUATIONS The Company's foreign revenues are generally denominated in U.S. dollars. Accordingly, foreign currency fluctuations have not had a significant impact on the comparison of the results of operations for the periods presented. LIQUIDITY AND CAPITAL RESOURCES As of December 31, 1996, the Company had working capital of $30.9 million compared with working capital of $32.6 million as of September 30, 1996. During the three months ended December 31, 1996, the Company used cash in operating activities of $1.6 million, net of noncash depreciation and amortization, primarily for the reduction of current liabilities. Decreased levels of accounts receivable and inventories generated cash of $1.5 million during the current fiscal quarter. Investing activities for the three months ended December 31, 1996 consisted of capital expenditures for CAD/CAM/CAE (computer- aided design, manufacturing and engineering), test and demonstration equipment, the expansion of the Company's regional sales and technology center in Canada and lease deposits for new facilities in Korea. For the remainder of fiscal 1997, the Company expects to continue to make capital expenditures to support its business; however, the level of spending will be dependent on various factors, including the growth of the business and general economic conditions. Financing activities during the three months ended December 31, 1996 consisted primarily of $1.5 million of net borrowings under credit lines to fund working capital requirements. The Company has a $15.0 million unsecured revolving credit facility and a $3.0 million unsecured foreign currency line of credit, both of which expire in December 1997. Under the revolving credit facility, advances bear interest, at the option of the Company, at the prime rate (8.25% at December 31, 1996) or the LIBOR rate plus 2%. At December 31, 1996, the Company had outstanding $1,800,000 bearing interest at the prime rate under the revolving credit facility and $725,000 denominated in Japanese yen under the foreign currency line of credit. Foreign currency advances bear interest at the LIBOR rate plus 2% (2.50% for Japanese yen at December 31, 1996). The terms of the Loan Agreement require the Company to comply with various covenants, including the maintenance of specified financial ratios and a minimum tangible capital base, as defined, and limit the Company's annual level of capital expenditures. At December 31, 1996, the Company was in compliance with the terms of the agreement. Page 9 of 14
BROOKS AUTOMATION, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company believes that anticipated cash flows from operations, available funds and borrowings available under the Company's bank lines of credit, will be adequate to meet the Company's currently projected working capital and capital expenditure requirements through at least fiscal 1997. There has been substantial litigation regarding patent and other intellectual property rights in the semiconductor and related industries. The Company has received notice from a third-party alleging infringements of such party's patent rights by certain of the Company's products. The Company believes the patents claimed may be invalid. In the event of litigation with respect to this claim, the Company is prepared to vigorously defend its position. However, because patent litigation can be extremely expensive and time consuming, the Company may seek to obtain a license to one or more of the disputed patents. Based upon information currently available to it, the Company would only do so if license fees would not be material to the Company's consolidated financial statements. There can be no assurance that the Company would prevail in any litigation seeking damages or expenses from the Company or to enjoin the Company from selling its products on the basis of the alleged patent infringement, or that a license for any of the alleged infringed patents will be available to the Company on reasonable terms, if at all. Currently, the Company does not believe that it is probable that future events related to this threatened matter will have an adverse effect on the Company's business; however, there can be no assurance that this will be the case. The Company is currently unable to reasonably estimate any possible loss related to this matter. FACTORS THAT MAY AFFECT FUTURE RESULTS CUSTOMER CONCENTRATION Relatively few customers account for a substantial portion of the Company's revenues. Sales to the Company's ten largest customers in the three months ended December 31, 1996, fiscal 1996 and fiscal 1995 accounted for 74%, 70% and 75% of revenues, respectively. In the three months ended December 31, 1996 and in fiscal 1996 and fiscal 1995, sales to Lam Research Corporation, the Company's largest customer in these periods accounted for 21% of the Company's revenues in all of these periods. The Company expects that sales to Lam will continue to represent a significant portion of the Company's revenues for the foreseeable future. The Company's customers generally do not enter into long-term agreements obligating them to purchase the Company's products. A reduction or delay in orders from Lam or other significant customers, including reductions or delays due to market, economic or competitive conditions in the semiconductor or flat panel display industries, could have a material adverse effect on the Company's future financial condition, revenues and operating results. DEPENDENCE ON CYCLICAL INDUSTRIES The Company's business is significantly dependent on capital expenditures by manufacturers of semiconductors. The semiconductor industry is highly cyclical and historically has experienced periods of oversupply, resulting in significantly reduced demands for capital equipment, including the products manufactured and marketed by the Company. The Company's future financial condition, revenues and operating results may be materially adversely affected by semiconductor industry downturns or slowdowns. There can be no assurance as to when, if ever, capital spending in the semiconductor manufacturing equipment industry will recover. Page 10 of 14
BROOKS AUTOMATION, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RELIANCE ON OEM CUSTOMERS; LENGTHY SALES CYCLE The Company's products are principally sold to OEMs which incorporate the Company's products into their equipment. Due to the significant capital commitments usually incurred by semiconductor and flat panel display manufacturers in their purchase of the OEM's equipment, these manufacturers demand highly reliable products which require as long as several years for OEMs to develop. The Company's revenues are therefore primarily dependent upon the timing and effectiveness of the efforts of its OEM customers in developing and marketing equipment incorporating the Company's products. There can be no assurance that any equipment incorporating the Company's products will be marketed successfully by the Company's customers. JAPANESE MARKET The Japanese semiconductor and flat panel display process equipment markets are large and difficult for foreign companies to penetrate. The Company believes that increasing its penetration of the Japanese market is important to its business, and that it is currently at a competitive disadvantage to Japanese suppliers, many of which have long-standing collaborative relationships with Japanese semiconductor and flat panel display process equipment manufacturers. Moreover, the Company's ability to compete effectively in the Japanese market may be limited by the Company's size and its geographic location. Although the Company intends to expand its direct presence in Japan, there can be no assurance that the Company will be able to achieve significant sales to, or compete successfully in, Japan. FOREIGN REVENUES The Company does business worldwide, both directly and via sales to United States-based OEMs who sell such products internationally. In the three months ended December 31, 1996 and in fiscal 1996 and fiscal 1995, foreign revenues accounted for 41%, 20% and 12%, respectively, of the Company's revenues. The Company anticipates that foreign revenues will continue to account for a significant percentage of revenues, which will result in a significant portion of the Company's revenues and operating results being subject to risks associated with foreign revenues, including United States and foreign regulatory and policy changes, political and economic instability, difficulties in accounts receivable collection, difficulties in managing representatives, and foreign currency fluctuations. Page 11 of 14
BROOKS AUTOMATION, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HIGHLY COMPETITIVE INDUSTRY The markets for the Company's products are highly competitive and subject to rapid technological change. Many of the Company's current and potential competitors have substantially greater resources than the Company. The Company believes that its primary competition is from integrated OEMs that satisfy their semiconductor and flat panel display handling needs in-house rather than by purchasing systems or modules from an independent supplier such as the Company. There can be no assurance that the Company will be successful in selling its products to OEMs that currently satisfy their substrate handling needs in-house, regardless of the performance or the price of the Company's products. Moreover, there can be no assurance that these OEMs will not begin to commercialize their vacuum handling capabilities. Competitors may develop superior products or products of similar quality at the same or lower prices. Other technical innovations may impair the Company's ability to market its products. There can be no assurance that the Company will be able to compete successfully. NEW PRODUCTS AND TECHNOLOGICAL CHANGE The semiconductor and flat panel display manufacturing industries have been characterized by rapid technological change and evolving industry requirements and standards. The Company believes that these trends will continue into the foreseeable future. The Company's success will depend upon its ability to enhance its existing products and to develop new products to meet customer requirements and to achieve market acceptance. There can be no assurance that the Company will be successful in introducing products or product enhancements once developed. Further, there can be no assurance that the Company's products will not be rendered obsolete by new industry standards or changing technology. MANAGEMENT OF GROWTH The Company has recently gone through a period of rapid growth. Due to the level of technical and marketing expertise necessary to support its existing and new customers, the Company must attract highly qualified and well-trained personnel. There can be only a limited number of persons with the requisite skills to serve in these positions and it may become increasingly difficult for the Company to hire such personnel. The Company's expansion may also significantly strain the Company's management, manufacturing, financial and other resources. There can be no assurance that the Company's systems, procedures, controls and existing space will be adequate to support the Company's operations. Failure to manage the Company's growth properly could have a material adverse effect on the Company's future financial condition, revenues and operating results. QUARTERLY FLUCTUATIONS IN OPERATING RESULTS AND MARKET PRICE OF SECURITIES The Company's quarterly operating results may vary significantly from quarter- to-quarter depending on factors such as economic conditions in the semiconductor and flat panel display industries, the timing of significant orders and shipments of its products, changes and delays in product development, new product introductions by the Company and its competitors, the mix of products sold by the Company and competitive pricing pressures. Additionally, the Company's vacuum central handling systems have high selling prices. As a result, quarterly variations in systems sales will significantly affect the Company's operating results. Moreover, customers may cancel or reschedule shipments and production difficulties could delay shipments. These factors could have a material adverse effect on the Company's future financial condition, revenues and operating results. The market price of the Company's securities could also be subject to wide fluctuations in response to quarter-to-quarter variations in operating results, changes in earnings estimates by analysts, and market conditions in the semiconductor industry, as well as general economic conditions and other factors external to the Company. Page 12 of 14
BROOKS AUTOMATION, INC. PART II: OTHER INFORMATION Item 6 (a) Exhibits (11.01) Computation of per share earnings (incorporated herein by reference to Note 3 of Notes to Unaudited Consolidated Financial Statements). (27.1) Financial Data Schedule Item 6 (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended December 31, 1996. Page 13 of 14
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. February 14, 1997 /s/ Robert J. Therrien - ----------------- --------------------------------------------- [Date] Robert J. Therrien Chief Executive Officer, President and Treasurer February 14, 1997 /s/ Stanley D. Piekos - ----------------- -------------------------------------------- [Date] Stanley D. Piekos Vice President - Finance and Chief Financial Officer Page 14 of 14