Azenta, Inc. (AZTA) 2009年年度報告「NASDAQ」.pdf

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1、UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For fiscal year ended September 30,2009orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Fo

2、r the transition period from to .Commission File Number:0-25434BROOKS AUTOMATION,INC.(Exact name of Registrant as Specified in Its Charter)Delaware04-3040660(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S.EmployerIdentification No.)15 Elizabeth Drive01824Chelmsford,Massachusetts(

3、Address of Principal Executive Offices)(Zip Code)978-262-2400(Registrants Telephone Number,Including Area Code)Securities registered pursuant to Section 12(b)of the Act:Common Stock,$0.01 par valueSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant

4、is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No If this report is an annual or transition report,indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934.Yes No Indicate by check

5、 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 f

6、or the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months(or for such shorter

7、period that the registrant was required to submit and post such files).Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein,and will not be contained,to the best of registrants knowledge,in definitive proxy or information sta

8、tements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company.See the definitions of“large accelerated filer,”“ac

9、celerated filer”and“smaller reporting company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company(Do not check if a smaller reporting company)Indicate by check mark whether the registrant is a shell company(as define

10、d in Exchange Act Rule 12b-2).Yes No The aggregate market value of the registrants Common Stock,$0.01 par value,held by nonaffiliates of the registrant as of March 31,2009,was approximately$289,118,600 based on the closing price per share of$4.61 on that date on the Nasdaq Stock Market.As of March 3

11、1,2009,64,298,734 shares of the registrants Common Stock,$0.01 par value,were outstanding.As of November 10,2009,64,407,278 shares of the registrants Common Stock,$0.01,par value,were outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrants Proxy Statement involving the election of

12、 directors,which is expected to be filed within 120 days after the end of the registrants fiscal year,are incorporated by reference in Part III of this Report.TABLE OF CONTENTSPART IItem 1.Business.3Item 1A.Risk Factors.8Item 1B.Unresolved Staff Comments.12Item 2.Properties.13Item 3.Legal Proceeding

13、s .13Item 4.Submission of Matters to a Vote of Security Holders.13PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.14Item 6.Selected Financial Data.16Item 7.Managements Discussion and Analysis of Financial Condition and Results

14、of Operations.18Item 7A.Quantitative and Qualitative Disclosures About Market Risk.34Item 8.Financial Statements and Supplementary Data.34Item 9.Changes In and Disagreements With Accountants on Financial Accounting and Financial Disclosure.71Item 9A.Controls and Procedures.71Item 9B.Other Informatio

15、n.71PART IIIItem 10.Directors and Executive Officers of the Registrant.72Item 11.Executive Compensation.72Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .72Item 13.Certain Relationships and Related Transactions.72Item 14.Principal Accountant Fe

16、es and Services.72PART IVItem 15.Exhibits and Financial Schedules.72SIGNATURES.763PART IITEM 1.BUSINESSBrooks Automation,Inc.(“Brooks”,“we”,“us”,or“our”),a Delaware Corporation,is a leading provider of automation,vacuum and instrumentation solutions and is a highly valued business partner to origina

17、l equipment manufacturers(OEM)and equipment users throughout the world.We serve markets where equipment productivity and availability is a critical factor for our customers success.Our largest served market is the semiconductor manufacturing industry.We also provide unique solutions to customers in

18、data storage,advanced display,analytical instruments and solar markets.We develop and deliver differentiated solutions that range from proprietary products to highly respected manufacturing services.Our company was founded in 1978 initially to develop and market automated substrate handling equipmen

19、t for semiconductor manufacturing and became a publicly traded company in February 1995.Since that time,we have grown significantly from a niche supplier of wafer handling robot modules for vacuum-based processes into a broader based supplier of products and services most notably through the consoli

20、dation with Helix Technology Corporation in 2005.MarketsOur primary served market is the global semiconductor industry,a highly cyclical industry which has a long term growth profile,both in terms of unit volumes and device complexity.This growth is increasingly focused in Asia.The end products for

21、semiconductor devices include computers,telecommunications equipment,automotive,consumer electronics and wireless communications devices.In addition to this primary market,we have been increasing our presence in global markets outside of the semiconductor industry,primarily for our vacuum-related te

22、chnologies and services.Much like semiconductors,markets such as data storage,advanced flat panel displays,industrial instruments and solar have begun to experience an increasing need for the technologies and services that we provide.Our fiscal 2009 and 2008 revenues by end market were as follows:20

23、092008Semiconductor.71%77%Industrial.14%10%Other.15%13%100%100%The production of advanced semiconductor chips is an extremely complex and logistically challenging manufacturing activity.To create the tens of millions of microscopic transistors and connect them both horizontally and in vertical layer

24、s in order to produce a functioning integrated circuit,or IC chip,the silicon wafers must go through hundreds of process steps that require complex processing equipment,or tools,to create the integrated circuits.A large production fab may have more than 70 different types of process and metrology to

25、ols,totaling as many as 500 tools or more.Up to 40%of these tools perform processes in a vacuum,such as removing,depositing,or measuring material on wafer surfaces.Wafers can go through as many as 400 different process steps before fabrication is complete.These steps,which comprise the initial fabri

26、cation of the integrated circuit and are referred to in the industry as front-end processes,are repeated many times to create the desired pattern on the silicon wafer.As the complexity of semiconductors continues to increase,the number of process steps that occur in a vacuum environment also increas

27、es,resulting in a greater need for both automation and vacuum technology solutions due to the sensitive handling requirements and increased number of tools.The requirement for efficient,higher throughput and extremely clean manufacturing for semiconductor wafer fabs and other high performance electr

28、onic-based products has created a substantial market for substrate handling automation(moving the wafers around and between tools in a semiconductor fab),tool automation(the use of robots and modules used in conjunction with and inside process tools that move wafers from station to station),and vacu

29、um systems technology to create and sustain the environment necessary to fabricate various products.4ProductsIn the semiconductor industry,wafer handling robotics have emerged as a critical technology in determining the efficacy and productivity of the complex tools which process 300mm wafers in the

30、 worlds most advanced wafer fabs.A tool is built around a process chamber using automation technology provided by a company such as Brooks,to move wafers into and out of the chamber.Today,OEMs build their tools using a cluster architecture,whereby several process chambers are mounted to one central

31、frame that processes wafers.We specialize in developing and building the handling system,as well as the vacuum technology used in these tools.Our products can be provided as an individual component or as a complete handling system.Automation products are provided to support both atmospheric and vacu

32、um based processes.We provide high vacuum pumps and instrumentation which are required in certain process steps to condition the processing environment and to optimize that environment by maintaining pressure consistency of the known process gas.To achieve optimal production yields,semiconductor man

33、ufacturers must ensure that each process operates at carefully controlled pressure levels.Impurities or incorrect pressure levels can lower production yields,thereby significantly increasing the cost per useable semiconductor chip produced.We provide various pressure measurement instruments that for

34、m part of this pressure control loop on production processing equipment.Some key vacuum processes include:dry etching and dry stripping,chemical vapor deposition,or CVD,physical vapor deposition,or PVD,and ion implantation.In order to facilitate the handling and transportation of wafers into a proce

35、ss tool,an equipment front-end module,or EFEM,is utilized.An EFEM serves as an atmospheric interface for wafers being fabricated by tools that use either atmospheric or vacuum processes.In addition to proprietary products,we also provide“Extended Factory”services to build EFEMs and other sub-systems

36、 which are based on an OEM specified design.We believe that we are the largest worldwide manufacturer of EFEMs through our Gresham,Oregon and Wuxi,China facilities.Current TrendsOur primary served market is the global semiconductor industry.The demand for semiconductors and semiconductor manufacturi

37、ng equipment is highly cyclical.We believe it is both reasonable and prudent to expect that the global semiconductor industry will experience market conditions that fluctuate unpredictably and at times,severely.During fiscal 2006 and continuing into fiscal 2007,Brooks benefited from a cyclical uptur

38、n in demand for its products and services,which helped drive revenues to record levels.That cyclical expansion turned to a downturn in the fourth quarter of fiscal 2007 that continued through the second quarter of fiscal 2009.The decline was particularly pronounced in the first two quarters of fisca

39、l 2009 with a sharp contraction of capital spending in all of our served markets as well as reduced demand by OEMs as a result of inventory corrections.The decline in market valuations for public companies and increased borrowing rates as a result of the credit crisis resulted in significant impairm

40、ents to the carrying value of our goodwill,intangible assets and certain fixed assets.We recognized$203.6 million of impairments to our goodwill and certain long-lived assets during our fourth quarter of 2008,and we recognized additional impairment charges to goodwill and certain long-lived assets o

41、f$106.9 million during the second quarter of 2009.The major tool manufacturers in the semiconductor capital equipment market have been changing their business models to outsource the manufacturing of key subsystems including wafer handling systems.This trend of outsourcing has accelerated through th

42、e semiconductor industrys transition to cluster tools,which have increased the need for reliability and performance.Furthermore,our OEM customers believe that they generate more value for their customers by leveraging their expertise in process technology,rather than electro-mechanical technology.Si

43、nce the early 2000s,many of the major OEMs began to look outside their captive capabilities to suppliers,like us,who could provide them with fully integrated and tested systems.We continue to benefit from these trends.Our customers serving the global semiconductor industry continue to experience a m

44、aterial shift in the fabrication of wafers from North American and European based facilities to wafer fabs and foundries located in Asia.We have positioned our Extended Factory business in Wuxi,China to become a critical partner of major OEMs as they execute supply chain strategies within that regio

45、n.In addition to this regional shift,the global semiconductor industry is one that is continuously focused on cost reduction.As such,companies that are a part of,or a supplier to,this industry are expected to support their customers focus on reducing the costs of operating and maintaining their manu

46、facturing network.5SegmentsIn connection with our fiscal 2009 restructuring programs,we have realigned our management structure and our underlying internal financial reporting structure.Effective as of the beginning of our second fiscal quarter of 2009,we implemented a new internal reporting structu

47、re which includes three segments:Critical Solutions Group,Systems Solutions Group and Global Customer Operations.The Critical Solutions Group segment provides a variety of products critical to technology equipment productivity and availability.Those products include robots and robotic modules for at

48、mospheric and vacuum applications and cryogenic vacuum pumping,thermal management and vacuum measurement solutions used to create,measure and control critical process vacuum applications.The Systems Solutions Group segment provides a range of products and engineering and manufacturing services,which

49、 include our Extended Factory services,that enable our customers to effectively develop and source high quality,high reliability,process tools for semi-conductor and adjacent market applications.The Global Customer Operations segment provides an extensive range of support services including on and o

50、ff-site repair services,on and off-site diagnostic support services,and installation services to enable our customers to maximize process tool uptime and productivity.This segment also provides services and spare parts for our Automated Material Handling Systems(“AMHS”)product line.Revenues from the

51、 sales of spare parts that are not related to a repair or replacement transaction,or are not AMHS products,are included within the product revenues of the other operating segments.Our fiscal 2009 and 2008 segment revenues by end market were as follows:Fiscal Year Ended September 30,2009 Critical Sol

52、utionsSystems SolutionsGlobal Customer OperationsSemiconductor.56%82%86%Industrial.27%8%Other.17%18%6%100%100%100%Fiscal Year Ended September 30,2008 CriticalSolutionsSystemsSolutionsGlobal CustomerOperationsSemiconductor.66%88%80%Industrial.18%11%Other.16%12%9%100%100%100%CustomersWithin the semico

53、nductor industry,we sell our products and services to nearly every major semiconductor chip manufacturer and OEM in the world,including all of the top ten chip companies and nine of the top ten equipment companies.Our customers outside the semiconductor industry are broadly diversified.We have major

54、 customers in North America,Europe and Asia.Additionally,although much of our equipment sales ship to United States OEMs,many of those products ultimately are utilized in international markets.See Part I,Item 1A,“Risk Factors”for a discussion of the risks related to foreign operations.Relatively few

55、 customers account for a substantial portion of our revenues,with the top 10 customers accounting for approximately 44%of our business in fiscal 2009.We have one customer,Applied Materials,Inc.,that accounted for more than 10%of our overall revenues for the year.Sales,Marketing and Customer SupportW

56、e market and sell most of our products and services in Asia,Europe,the Middle East and North America through our direct sales organization.The sales process for our products is often multilevel,involving a team comprised of individuals from sales,marketing,engineering,operations and senior managemen

57、t.In many cases a customer 6is assigned a team that engages the customer at different levels of its organization to facilitate planning,provide product customization when required,and to ensure open communication and support.Some of our vacuum and instrumentation products and services for certain in

58、ternational markets are sold through local country distributors.Additionally,we serve the Japanese market for our robotics and automation products and services through our Yaskawa Brooks Automation(YBA)joint venture with Yaskawa Electric Corporation of Japan.Our marketing activities include particip

59、ation in trade shows,delivery of seminars,participation in industry forums,distribution of sales literature,publication of press releases and articles in business and industry publications.To enhance communication and support,particularly with our international customers,we maintain sales and servic

60、e centers in Asian,European,Middle Eastern and North American locations.These facilities,together with our headquarters,maintain local support capability and demonstration equipment for customers to evaluate.Customers are encouraged to discuss features and applications of our demonstration equipment

61、 with our engineers located at these facilities.CompetitionWe operate in a variety of niches of varying breadth and with differing competitors and competitive dynamics.The semiconductor fab and process equipment manufacturing industries are highly competitive and characterized by continual changes a

62、nd improvements in technology.The majority of equipment automation is still done in-house by OEMs.Our competitors among external vacuum automation suppliers are primarily Japanese companies such as Daihan,Daikin and Rorze.Also,contract manufacturing companies such as Sanmina,Jabil,Benchmark and Flex

63、tronics are offering limited assembly and manufacturing services to OEMs.Our competitors among vacuum components suppliers include Sumitomo Heavy Industries,Genesis,MKS Instruments and Inficon.We have a significant share of the market for vacuum cryogenic pumps.Atmospheric tool automation is outsour

64、ced to a larger degree and has a larger field of competitors due to the lower barriers to entry.We compete directly with other equipment automation suppliers of atmospheric modules and systems such as Hirata,Kawasaki,Genmark,Rorze,Sankyo,TDK and Shinko.Contract manufacturers are also providing assem

65、bly and manufacturing services for atmospheric systems.We believe our customers will purchase our equipment automation products and vacuum subsystems as long as we continue to provide the necessary throughput,reliability,contamination control and accuracy for their advanced processing tools at an ac

66、ceptable price point.We believe that we have competitive offerings with respect to all of these factors;however,we cannot guarantee that we will be successful in selling our products to OEMs who currently satisfy their automation needs in-house or from other independent suppliers,regardless of the p

67、erformance or price of our products.Research and DevelopmentOur research and development efforts are focused on developing new products and also enhancing the functionality,degree of integration,reliability and performance of our existing products.Our engineering,marketing,operations and management

68、personnel leverage their close collaborative relationships with many of their counterparts in customer organizations in an effort to proactively identify market demands with an ability to refocus our research and development investment to meet our customer demands.With the rapid pace of change that

69、characterizes semiconductor technology,it is essential for us to provide high-performance and reliable products in order for us to maintain our leadership position.ManufacturingOur manufacturing operations are used for product assembly,integration and testing.We have adopted quality assurance proced

70、ures that include standard design practices,component selection procedures,vendor control procedures and comprehensive reliability testing and analysis to ensure the performance of our products.Our major manufacturing facilities are located in Chelmsford,Massachusetts;Petaluma,California;Longmont,Co

71、lorado;Monterrey,Mexico;Gresham,Oregon;and Wuxi,China.The latter two facilities are utilized by our Extended Factory business as critical manufacturing support for semiconductor OEMs,particularly in their geographic sourcing strategies.7We utilize a just-in-time manufacturing strategy,based on the c

72、oncepts of demand flow technology,for a large portion of our manufacturing process.We believe that this strategy,coupled with the outsourcing of non-critical components such as machined parts,wire harnesses and PC boards,reduces our fixed operating costs,improves our working capital efficiency,reduc

73、es our manufacturing cycle times and improves our flexibility to rapidly adjust production capacities.While we often use single source suppliers for certain key components and common assemblies to achieve quality control and the benefits of economies of scale,we believe that these parts and material

74、s are readily available from other supply sources.We will continue to broaden the sourcing of our components to low cost regions,more specifically Asia.Patents and Proprietary RightsWe rely on patents,trade secret laws,confidentiality procedures,copyrights,trademarks and licensing agreements to prot

75、ect our technology.Our United States patents expire at various times through March 2027.Due to the rapid technological change that characterizes the semiconductor,flat panel display and related process equipment industries,we believe that the improvement of existing technology,reliance upon trade se

76、crets and unpatented proprietary know-how and the development of new products may be as important as patent protection in establishing and maintaining a competitive advantage.To protect trade secrets and know-how,it is our policy to require all technical and management personnel to enter into propri

77、etary information and nondisclosure agreements.We cannot guarantee that these efforts will meaningfully protect our trade secrets.We have successfully licensed our FOUP(front-opening unified pod)load port technology to significant FOUP manufacturers and continue to pursue the licensing of this techn

78、ology to the residual participants in the market that we believe are utilizing our intellectual property.BacklogBacklog for our products as of September 30,2009,totaled$69.5 million as compared to$63.8 million at September 30,2008.Backlog consists of purchase orders for which a customer has schedule

79、d delivery within the next 12 months.Backlog consists of orders principally for hardware and service agreements.Orders included in the backlog may be cancelled or rescheduled by customers without significant penalty.Backlog as of any particular date should not be relied upon as indicative of our rev

80、enues for any future period.A substantial percentage of current business generates no backlog because we deliver our products and services in the same period in which the order is received.Financial Information about Segments and Geographic AreasWe have provided the information required by Items 101

81、(b)and 101(d)of Regulation S-K in Note 16,“Segment and Geographic Information,”to our Consolidated Financial Statements set forth in Item 8 to this Annual Report on Form 10-K.We are incorporating that information into this section by reference.EmployeesAt September 30,2009,we had 1,198 full time emp

82、loyees.In addition,we utilized 125 part time employees and contractors.Approximately 50 employees in our facility in Jena,Germany are covered by a collective bargaining agreement.We consider our relationships with these and all employees to be good.Available InformationWe file annual,quarterly,and c

83、urrent reports,proxy statements,and other documents with the Securities and Exchange Commission(“SEC”)under the Securities Exchange Act of 1934.The public may read and copy any materials that we file with the SEC at the SECs Public Reference Room at 100 F Street,NE,Washington,DC 20549.The public may

84、 obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.Also,the SEC maintains an Internet website that contains reports,proxy and information statements,and other information regarding issuers,including Brooks Automation,Inc.,that file electronically w

85、ith the SEC.The public can obtain any documents that we file with the SEC at www.sec.gov.8Our internet website address is http:/.Through our website,we make available,free of charge,our annual report on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K and any amendments to those

86、reports,as soon as reasonably practicable after such materials are electronically filed,or furnished to,the SEC.These SEC reports can be accessed through the investor relations section of our website.The information found on our website is not part of this or any other report we file with or furnish

87、 to the SEC.ITEM 1A.RISK FACTORSFactors That May Affect Future ResultsYou should carefully consider the risks described below and the other information in this report before deciding to invest in shares of our common stock.These are the risks and uncertainties we believe are most important for you t

88、o consider.Additional risks and uncertainties not presently known to us,which we currently deem immaterial or which are similar to those faced by other companies in our industry or business in general,may also impair our business operations.If any of the following risks or uncertainties actually occ

89、ur,our business,financial condition and operating results would likely suffer.In that event,the market price of our common stock could decline and you could lose all or part of your investment.Risks Relating to Our IndustryDue in part to the cyclical nature of the semiconductor manufacturing industr

90、y and related industries,as well as due to volatility in worldwide capital and equity markets,we have recently incurred operating losses and may have future losses.Our business is largely dependent on capital expenditures in the semiconductor manufacturing industry and other businesses employing sim

91、ilar manufacturing technology.The semiconductor manufacturing industry in turn depends on current and anticipated demand for integrated circuits and the products that use them.In recent years and at present,these businesses have experienced unpredictable and volatile business cycles due in large par

92、t to rapid changes in demand and manufacturing capacity for semiconductors,and these cycles have had a negative impact on our business,sometimes causing declining revenues and operation losses.Ongoing volatility in worldwide capital and equity markets is likely to have a similarly negative impact on

93、 our business.Recent economic developments on an international scale could lead to substantially diminished demand for our products and those of our customers which incorporate our products,especially in the semiconductor manufacturing industry.We could continue to experience future operating losses

94、 during an industry downturn and a period of uncertain demand.If an industry downturn continues for an extended period of time,our business could be materially harmed.Conversely,if demand improves rapidly,we could have insufficient inventory and manufacturing capacity to meet our customer needs on a

95、 timely basis,which could result in the loss of customers and various other expenses that could reduce gross margins and profitability.We face competition which may lead to price pressure and otherwise adversely affect our sales.We face competition throughout the world in each of our product areas.T

96、his comes from competitors as discussed in Part I,Item 1,“Business Competition”as well as internal robotic capabilities at larger OEMs.Many of our competitors have substantial engineering,manufacturing,marketing and customer support capabilities.We expect our competitors to continue to improve the p

97、erformance of their current products and to introduce new products and technologies that could adversely affect sales of our current and future products and services.New products and technologies developed by our competitors or more efficient production of their products could require us to make sig

98、nificant price reductions or decide not to compete for certain orders.If we fail to respond adequately to pricing pressures or fail to develop products with improved performance or developments with respect to the other factors on which we compete,we could lose customers or orders.If we are unable t

99、o compete effectively,our business and prospects could be materially harmed.9Risks Relating to BrooksOur operating results could fluctuate significantly,which could negatively impact our business.Our revenues,operating margins and other operating results could fluctuate significantly from quarter to

100、 quarter depending upon a variety of factors,including:demand for our products as a result of the cyclical nature of the semiconductor manufacturing industry and the markets upon which it depends or otherwise;changes in the timing and terms of product orders by our customers as a result of our custo

101、mer concentration or otherwise;changes in the mix of products and services that we offer;timing and market acceptance of our new product introductions;delays or problems in the planned introduction of new products,or in the performance of any such products following delivery to customers;our competi

102、tors announcements of new products,services or technological innovations,which can,among other things,render our products less competitive due to the rapid technological change in our industry;the timing and related costs of any acquisitions,divestitures or other strategic transactions;our ability t

103、o reduce our costs in response to decreased demand for our products and services;disruptions in our manufacturing process or in the supply of components to us;write-offs for excess or obsolete inventory;and competitive pricing pressures.As a result of these risks,we believe that quarter to quarter c

104、omparisons of our revenue and operating results may not be meaningful,and that these comparisons may not be an accurate indicator of our future performance.If we do not continue to introduce new products and services that reflect advances in technology in a timely and effective manner,our products a

105、nd services may become obsolete and our operating results will suffer.Our success is dependent on our ability to respond to the technological change present in the markets we serve.The success of our product development and introduction depends on our ability to:accurately identify and define new ma

106、rket opportunities and products;obtain market acceptance of our products;timely innovate,develop and commercialize new technologies and applications;adjust to changing market conditions;differentiate our offerings from our competitors offerings;obtain intellectual property rights where necessary;con

107、tinue to develop a comprehensive,integrated product and service strategy;properly price our products and services;and design our products to high standards of manufacturability such that they meet customer requirements.If we cannot succeed in responding in a timely manner to technological and/or mar

108、ket changes or if the new products that we introduce do not achieve market acceptance,it could diminish our competitive position which could materially harm our business and our prospects.10The global nature of our business exposes us to multiple risks.For the fiscal years ended September 30,2009 an

109、d 2008,approximately 47%and 36%,respectively,of our revenues were derived from sales outside North America.We expect that international sales,including increased sales in Asia,will continue to account for a significant portion of our revenues.We maintain a global footprint of sales,service and repai

110、r operations.As a result of our international operations,we are exposed to many risks and uncertainties,including:longer sales-cycles and time to collection;tariff and international trade barriers;fewer legal protections for intellectual property and contract rights abroad;different and changing leg

111、al and regulatory requirements in the jurisdictions in which we operate;government currency control and restrictions on repatriation of earnings;fluctuations in foreign currency exchange and interest rates;and political and economic changes,hostilities and other disruptions in regions where we opera

112、te.Negative developments in any of these areas in one or more countries could result in a reduction in demand for our products,the cancellation or delay of orders already placed,threats to our intellectual property,difficulty in collecting receivables,and a higher cost of doing business,any of which

113、 could materially harm our business and profitability.Failure to retain key personnel could impair our ability to execute our business strategy.The continuing service of our executive officers and essential engineering,technical and management personnel,together with our ability to attract and retai

114、n such personnel,is an important factor in our continuing ability to execute our strategy.There is substantial competition to attract such employees and the loss of any such key employees could have a material adverse effect on our business and operating results.The same could be true if we were to

115、experience a high turnover rate among engineering and technical personnel and we were unable to replace them.We may be subject to claims of infringement of third-party intellectual property rights,or demands that we license third-party technology,which could result in significant expense and prevent

116、 us from using our technology.We rely upon patents,trade secret laws,confidentiality procedures,copyrights,trademarks and licensing agreements to protect our technology.Due to the rapid technological change that characterizes the semiconductor-and flat panel display process equipment industries,we b

117、elieve that the improvement of existing technology,reliance upon trade secrets and unpatented proprietary know-how and the development of new products may be as important as patent protection in establishing and maintaining competitive advantage.To protect trade secrets and know-how,it is our policy

118、 to require all technical and management personnel to enter into nondisclosure agreements.We cannot guarantee that these efforts will meaningfully protect our trade secrets.There has been substantial litigation regarding patent and other intellectual property rights in the semiconductor related indu

119、stries.We have in the past been,and may in the future be,notified that we may be infringing intellectual property rights possessed by other third parties.We cannot guarantee that infringement claims by third parties or other claims for indemnification by customers or end users of our products result

120、ing from infringement claims will not be asserted in the future or that such assertions,if proven to be true,will not materially and adversely affect our business,financial condition and results of operations.We cannot predict the extent to which we might be required to seek licenses or alter our pr

121、oducts so that they no longer infringe the rights of others.We also cannot guarantee that licenses will be available or the terms of any licenses we may be required to obtain will be reasonable.Similarly,changing our products or processes to avoid infringing the rights of others may be costly or imp

122、ractical and could detract from the value of our products.If a judgment of infringement were obtained against us,we could be required to pay substantial damages and a court could issue an order preventing us from selling one or more of our products.Further the cost and diversion of management attent

123、ion brought about by such litigation could be substantial,even if we were to prevail.Any of these events could result in significant expense to us and may materially harm our business and our prospects.11Our failure to protect our intellectual property could adversely affect our future operations.Ou

124、r ability to compete is significantly affected by our ability to protect our intellectual property.Existing trade secret,trademark and copyright laws offer only limited protection,and certain of our patents could be invalidated or circumvented.In addition,the laws of some countries in which our prod

125、ucts are or may be developed,manufactured or sold may not fully protect our products.We cannot guarantee that the steps we have taken to protect our intellectual property will be adequate to prevent the misappropriation of our technology.Other companies could independently develop similar or superio

126、r technology without violating our intellectual property rights.In the future,it may be necessary to engage in litigation or like activities to enforce our intellectual property rights,to protect our trade secrets or to determine the validity and scope of proprietary rights of others,including our c

127、ustomers.This could require us to incur significant expenses and to divert the efforts and attention of our management and technical personnel from our business operations.If the site of the majority of our manufacturing operations were to experience a significant disruption in operations,our busine

128、ss could be materially harmed.The majority of our manufacturing facilities are concentrated in one location.If the operations of these facilities were disrupted as a result of a natural disaster,fire,power or other utility outage,work stoppage or other similar event,our business could be seriously h

129、armed because we may be unable to manufacture and ship products and parts to our customers in a timely fashion.Our business could be materially harmed if one or more key suppliers fail to continuously deliver key components of acceptable cost and quality.We currently obtain many of our key component

130、s on an as-needed,purchase order basis from numerous suppliers.In some cases we have only a single source of supply for necessary components and materials used in the manufacturing of our products.Further,we are increasing our sourcing of products in Asia,and particularly in China,and we do not have

131、 a previous course of dealing with many of these suppliers.We do not generally have long-term supply contracts with any of these suppliers,and many of them have undertaken cost-containment measures in light of the recent downturn in the semiconductor industry.In the event of a continuing industry up

132、turn,these suppliers could face significant challenges in delivering components on a timely basis.Our inability to obtain components or materials in required quantities or of acceptable cost and quality and with the necessary continuity of supply could result in delays or reductions in product shipm

133、ents to our customers.In addition,if a supplier or sub-supplier alters their manufacturing processes and suffers a production stoppage for any reason or modifies or discontinues their products,this could result in a delay or reduction in product shipments to our customers.Any of these contingencies

134、could cause us to lose customers,result in delayed or lost revenue and otherwise materially harm our business.Our stock price is volatile.The market price of our common stock has fluctuated widely.From the beginning of fiscal year 2008 through the end of fiscal year 2009,our stock price fluctuated b

135、etween a high of$15.01 per share and a low of$2.58 per share.Consequently,the current market price of our common stock may not be indicative of future market prices,and we may be unable to sustain or increase the value of an investment in our common stock.Factors affecting our stock price may includ

136、e:variations in operating results from quarter to quarter;changes in earnings estimates by analysts or our failure to meet analysts expectations;changes in the market price per share of our public company customers;market conditions in the semiconductor and other industries into which we sell produc

137、ts;general economic conditions;political changes,hostilities or natural disasters such as hurricanes and floods;low trading volume of our common stock;and the number of firms making a market in our common stock.12In addition,the stock market has recently experienced significant price and volume fluc

138、tuations.These fluctuations have particularly affected the market prices of the securities of high technology companies like ours.These market fluctuations could adversely affect the market price of our common stock.Risks Relating to Our CustomersBecause we rely on a limited number of customers for

139、a large portion of our revenues,the loss of one or more of these customers could materially harm our business.We receive a significant portion of our revenues in each fiscal period from a relatively limited number of customers,and that trend is likely to continue.Sales to our ten largest customers a

140、ccounted for approximately 44%,52%and 54%of our total revenues in the fiscal years ended September 30,2009,2008 and 2007,respectively.The loss of one or more of these major customers,a significant decrease in orders from one of these customers,or the inability of one or more customers to make paymen

141、ts to us when they are due could materially affect our revenue,business and reputation.Because of the lengthy sales cycles of many of our products,we may incur significant expenses before we generate any revenues related to those products.Our customers may need several months to test and evaluate ou

142、r products.This increases the possibility that a customer may decide to cancel or change plans,which could reduce or eliminate our sales to that customer.The impact of this risk can be magnified during the periods in which we introduce a number of new products,as has been the case in recent years.As

143、 a result of this lengthy sales cycle,we may incur significant research and development expenses,and selling,general and administrative expenses before we generate the related revenues for these products,and we may never generate the anticipated revenues if our customer cancels or changes its plans.

144、In addition,many of our products will not be sold directly to the end-user but will be components of other products.As a result,we rely on OEMs to select our products from among alternative offerings to be incorporated into their equipment at the design stage;so-called design-ins.The OEMs decisions

145、often precede the generation of volume sales,if any,by a year or more.Moreover,if we are unable to achieve these design-ins from an OEM,we would have difficulty selling our products to that OEM because changing suppliers involves significant cost,time,effort and risk on the part of that OEM.Customer

146、s generally do not make long term commitments to purchase our products and our customers may cease purchasing our products at any time.Sales of our products are often made pursuant to individual purchase orders and not under long-term commitments and contracts.Our customers frequently do not provide

147、 any assurance of minimum or future sales and are not prohibited from purchasing products from our competitors at any time.Accordingly,we are exposed to competitive pricing pressures on each order.Our customers also engage in the practice of purchasing products from more than one manufacturer to avo

148、id dependence on sole-source suppliers for certain of their needs.The existence of these practices makes it more difficult for us to increase price,gain new customers and win repeat business from existing customers.ITEM 1B.UNRESOLVED STAFF COMMENTSNone.13ITEM 2.PROPERTIESOur corporate headquarters a

149、nd primary manufacturing/research and development facilities are currently located in three buildings in Chelmsford,Massachusetts,which we purchased in January 2001.We lease a fourth building in Chelmsford adjacent to the three that we own.In summary,we maintain the following active principal facili

150、ties:Location FunctionsSquare Footage(Approx.)Ownership Status/Lease ExpirationChelmsford,Massachusetts.Corporate headquarters,training,manufacturing and R&D 213,800OwnedChelmsford,Massachusetts.Manufacturing95,000October 2014Gresham,Oregon.Manufacturing and R&D131,900December 2010Wuxi,China.Manufac

151、turing81,800August 2015Petaluma,California.Manufacturing and R&D72,300September 2011Longmont,Colorado.Manufacturing and R&D60,900February 2015Yongin-City,South Korea .Manufacturing,R&D and sales&support34,100November 2015Jena,Germany.R&D and sales&support31,300Several leases with terms that require

152、6-month noticeOur Critical Solutions Group segment utilizes the facilities in Massachusetts,California and Colorado as well as a smaller manufacturing and R&D facility in Germany.Our Systems Solutions Group segment utilizes the facilities in Massachusetts,Oregon,South Korea and China.Our Global Cust

153、omer Operations segment utilizes the facilities in Massachusetts,Germany and South Korea as well as smaller service and repair facilities in China,Taiwan and Japan.We maintain additional sales&support and training offices in California and Texas and overseas in Europe(France and Germany),as well as

154、in Asia(Japan,China,Singapore and Taiwan)and the Middle East(Israel).We utilize a third party to manage a manufacturing operation in Mexico.As part of our arrangement with this third party,we guarantee a lease for a 56,100 square foot manufacturing facility.We currently sublease a total of 236,500 s

155、quare feet of space previously exited as a result of our various restructuring activities.Another 247,300 square feet of mixed office and manufacturing/research and development space located in Massachusetts and Oregon is not in use and unoccupied at this time.We are actively exploring options to su

156、blease,sell or negotiate an early termination agreement on this vacant property.ITEM 3.LEGAL PROCEEDINGSOn August 22,2006,an action captioned as Mark Levy v.Robert J.Therrien and Brooks Automation,Inc.,was filed in the United States District Court for the District of Delaware,seeking recovery,on beh

157、alf of Brooks,from Mr.Therrien under Section 16(b)of the Securities Exchange Act of 1934 for alleged“short-swing”profits earned by Mr.Therrien due to the loan and stock option exercise in November 1999 referenced above,and a sale by Mr.Therrien of Brooks stock in March 2000.The complaint seeks disgo

158、rgement of all profits earned by Mr.Therrien on the transactions,attorneys fees and other expenses.On February 20,2007,a second Section 16(b)action,concerning the same loan and stock option exercise in November 1999 discussed above and seeking the same remedy,was filed in the United States District

159、Court of the District of Delaware,captioned Aron Rosenberg v.Robert J.Therrien and Brooks Automation,Inc.On April 4,2007,the court issued an order consolidating the Levy and Rosenberg actions.Brooks is a nominal defendant in the consolidated action and any recovery in this action,less attorneys fees

160、,would go to the Company.On July 14,2008,the court denied Mr.Therriens motion to dismiss this action.Discovery has commenced in this matter and is currently ongoing.ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSDuring the quarter ended September 30,2009,no matters were submitted to a vot

161、e of security holders through the solicitation of proxies or otherwise.14PART IIITEM 5.MARKET FOR REGISTRANTS COMMON EqUITY,RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EqUITY SECURITIESOur common stock is traded on the NASDAQ Stock Market LLC under the symbol“BRKS”.The following table sets f

162、orth,for the periods indicated,the high and low close prices per share of our common stock,as reported by the NASDAQ Stock Market LLC:HighLowFiscal year ended September 30,2009 First quarter.$8.26$2.58 Second quarter.6.283.33 Third quarter.6.483.85 Fourth quarter.8.154.16Fiscal year ended September

163、30,2008 First quarter.$15.01$12.07 Second quarter.13.079.40 Third quarter.11.168.27 Fourth quarter.11.257.68Number of HoldersAs of October 31,2009,there were 1,169 holders of record of our common stock.Dividend PolicyWe have never declared or paid a cash dividend on our capital stock.The Board of Di

164、rectors periodically reviews the strategic use of cash in excess of business needs.Comparative Stock PerformanceThe following graph compares the cumulative total shareholder return(assuming reinvestment of dividends)from investing$100 on September 30,2004,and plotted at the last trading day of each

165、of the fiscal years ended September 30,2005,2006,2007,2008 and 2009,in each of(i)the Companys Common Stock;(ii)the NASDAQ/AMEX/NYSE Market Index of companies;and(iii)an industry group index comprised of NYSE/NASDAQ/AMEX SIC Codes 3550-3559.The stock price performance on the graph below is not necess

166、arily indicative of future price performance.15Performance GraphCOMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*Among Brooks Automation,Inc.,The NASDAq/AMEX/NYSE Index And NYSE/NASDAq/AMEX SIC Codes 3550-3559$0$20$40$60$80$100$120$140$160$1809/30/049/30/059/29/069/28/079/30/089/30/09Brooks Automation,I

167、ncNASDAQ/AMEX/NYSENYSE/NASDAQ/AMEX SIC Codes 3550-3559*$100 invested on 9/30/04 in stock or index,including reinvestment of dividends.Fiscal year ending September 30.9/30/049/30/059/29/069/28/079/30/089/30/09Brooks Automation,Inc.100.0094.2092.23100.6459.0854.63NASDAQ/AMEX/NYSE.100.00116.88130.02156

168、.04121.88116.17NYSE/NASDAQ/AMEX SIC Codes 3550-3559.100.00108.77125.09156.02116.08115.81The information included under the heading“Performance Graph”in Item 5 of this Annual Report on Form 10-K is“furnished”and not“filed”and shall not be deemed to be“soliciting material”or subject to Regulation 14A,

169、shall not be deemed“filed”for purposes of Section 18 of the Exchange Act,or otherwise subject to the liabilities of that section,nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,as amended,or the Exchange Act.Issuance of Unregistered Common StockNot app

170、licable.Issuers Purchases of Equity SecuritiesOn November 9,2007,we announced that our Board of Directors authorized a stock repurchase plan to buy up to$200.0 million of our outstanding common stock.During the fiscal year ended September 30,2008,we purchased 7,401,869 shares of our common stock for

171、$90.2 million in connection with this plan.We did not repurchase any of our stock pursuant to this plan during the fiscal year ended September 30,2009.The plan expired on November 9,2008.16The following table provides information concerning shares of our Common Stock$0.01 par value purchased in conn

172、ection with the forfeiture of shares to satisfy the employees obligations with respect to withholding taxes in connection with the vesting of certain shares of restricted stock during the three months ended September 30,2009.Upon purchase,these shares are immediately retired.PeriodTotal Number of Sh

173、ares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number(or Approximate Dollar Value)of Shares that May Yet be Purchased Under the Plans or ProgramsJuly 1 31,2009.$August 1 31,2009.4435.93443September 1 30,2009.5,8197.95

174、5,819Total.6,262$7.816,262$ITEM 6.SELECTED FINANCIAL DATAThe selected consolidated financial data set forth below should be read in conjunction with our consolidated financial statements and notes thereto and“Managements Discussion and Analysis of Financial Condition and Results of Operations,”appea

175、ring elsewhere in this report.Year Ended September 30,2009(5)2008(4)2007(1)(3)2006(1)(2)2005(1)(In thousands,except per share data)Revenues.$218,706$526,366$743,258$607,494$369,778Gross profit(loss).$(5,996)$126,828$219,595$186,650$99,786Income(loss)from continuing operations before income taxes,min

176、ority interests and equity in earnings of joint ventures.$(226,917)$(236,152)$55,636$24,067$(5,054)Income(loss)from continuing operations.$(227,858)$(236,625)$54,301$22,346$(5,953)Net income(loss).$(227,858)$(235,946)$151,472$25,930$(11,612)Basic earnings(loss)from continuing operations per share.$(

177、3.62)$(3.67)$0.74$0.31$(0.13)Diluted earnings(loss)from continuing operations per share.$(3.62)$(3.67)$0.73$0.31$(0.13)Shares used in computing basic earnings(loss)per share.62,91164,54273,49272,32344,919Shares used in computing diluted earnings(loss)per share.62,91164,54274,07472,53344,919 As of Se

178、ptember 30,20092008200720062005(In thousands)Total assets.$413,322$663,638$1,014,838$992,577$624,080Working capital.$150,700$235,795$346,883$252,633$168,231Current portion of long-term debt and other obligations.$12Subordinated notes due 2008.$175,000Other long-term debt(less current portion).$2Stoc

179、kholders equity.$319,129$541,995$859,779$799,134$309,83517 Year Ended September 30,2009 First quarterSecond quarter(6)Third quarterFourth quarter(In thousands,except per share data)Revenues.$73,446$37,299$43,876$64,085Gross profit(loss).$6,388$(27,796)$3,550$11,862Loss from continuing operations.$(3

180、5,083)$(152,543)$(25,742)$(14,490)Basic and diluted loss from continuing operations per share.$(0.56)$(2.43)$(0.41)$(0.23)Year Ended September 30,2008 First quarterSecond quarterThird quarterFourth quarter(4)(In thousands,except per share data)Revenues.$147,833$147,647$124,016$106,870Gross profit.$3

181、8,449$36,439$28,857$23,083Loss from continuing operations.$(1,419)$(8,664)$(10,326)$(216,216)Basic and diluted loss from continuing operations per share.$(0.02)$(0.14)$(0.17)$(3.45)(1)Amounts from continuing operations exclude results of operations of the Specialty Equipment and Life Sciences divisi

182、on and the Software division which were reclassified as a discontinued operation in June 2005 and October 2006,respectively.(2)Amounts include results of operations of Helix Technology Corporation(acquired October 26,2005)and Synetics Solutions Inc.(acquired June 30,2006)for the periods subsequent t

183、o their respective acquisitions.(3)Amounts include results of operations of Keystone Electronics(Wuxi)Co.,Ltd.(acquired effective July 1,2007)for the periods subsequent to its acquisition.(4)Income(loss)from continuing operations before income taxes,minority interests and equity in earnings of joint

184、 ventures,income(loss)from continuing operations and net income(loss)includes a$197.9 million charge for the impairment of goodwill and a$5.7 million charge for the impairment of long-lived assets.(5)Gross profit(loss)includes a$20.9 million impairment of long-lived assets.Income(loss)from continuin

185、g operations before income taxes,minority interests and equity in earnings of joint ventures,income(loss)from continuing operations and net income(loss)includes a$71.8 million charge for the impairment of goodwill and a$35.5 million charge for the impairment of long-lived assets.(6)Gross profit(loss

186、)includes a$20.5 million impairment of long-lived assets.Income(loss)from continuing operations before income taxes,minority interests and equity in earnings of joint ventures,income(loss)from continuing operations and net income(loss)includes a$71.8 million charge for the impairment of goodwill and

187、 a$35.1 million charge for the impairment of long-lived assets.18ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCertain statements in this Form 10-K constitute“forward-looking statements”which involve known risks,uncertainties and other factors which may c

188、ause the actual results,our performance or our achievements to be materially different from any future results,performance or achievements expressed or implied by such forward-looking statements such as estimates of future revenue,gross margin,and expense levels as well as the performance of the sem

189、iconductor industry as a whole.Such factors include the“Risk Factors”set forth in Part I,Item 1A.Precautionary statements made herein should be read as being applicable to all related forward-looking statements whenever they appear in this report.OverviewWe are a leading provider of automation,vacuu

190、m and instrumentation solutions and are a highly valued business partner to original equipment manufacturers(OEM)and equipment users throughout the world.We serve markets where equipment productivity and availability is a critical factor for our customers success.Our largest served market is the sem

191、iconductor manufacturing industry,which represented 71%of our consolidated revenues for fiscal year 2009.We also provide unique solutions to customers in data storage,advanced display,analytical instruments and solar markets.We develop and deliver differentiated solutions that range from proprietary

192、 products to highly respected manufacturing services.The demand for semiconductors and semiconductor manufacturing equipment is cyclical,resulting in periodic expansions and contractions.Demand for our products has been impacted by these cyclical industry conditions.During fiscal year 2006 and throu

193、ghout most of fiscal year 2007,we benefited from an industry expansion.That cyclical expansion turned to a downturn in the fourth quarter of fiscal year 2007 that continued through the second quarter of fiscal year 2009.The decline was particularly pronounced in the first two quarters of fiscal year

194、 2009 with a sharp contraction of capital spending in all of our served markets as well as reduced demand by OEMs as a result of inventory corrections.Throughout the second half of fiscal year 2009,demand for our products began to improve.Our revenues for our third quarter of fiscal year 2009 increa

195、sed 18%from the second quarter of fiscal year 2009,and our revenues for our fourth quarter of fiscal 2009 increased 46%from the third quarter of fiscal year 2009.Throughout fiscal years 2008 and 2009,we have implemented a number of cost reduction programs to align our cost structure with a reduced d

196、emand environment.Since the end of fiscal year 2007,we have reduced our headcount by approximately 40%and closed redundant facilities.In connection with our restructuring programs,we have realigned our management structure and our underlying internal financial reporting structure.Effective as of the

197、 beginning of our second quarter of 2009,we implemented a new internal reporting structure which includes three segments:Critical Solutions Group,Systems Solutions Group and Global Customer Operations.The Critical Solutions Group segment provides a variety of products critical to technology equipmen

198、t productivity and availability.Those products include robots and robotic modules for atmospheric and vacuum applications and cryogenic vacuum pumping,thermal management and vacuum measurement solutions used to create,measure and control critical process vacuum applications.The Systems Solutions Gro

199、up segment provides a range of products and engineering and manufacturing services,which include our Extended Factory services,that enable our customers to effectively develop and source high quality,high reliability,process tools for semiconductor and adjacent market applications.The Global Custome

200、r Operations segment provides an extensive range of support services including on and off-site repair services,on and off-site diagnostic support services,and installation services to enable our customers to maximize process tool uptime and productivity.This segment also provides services and spare

201、parts for our Automated Material Handling Systems(“AMHS”)product line.Revenues from the sales of spare parts that are not related to a repair or replacement transaction,or are not AMHS products,are included within the product revenues of the other operating segments.19As a result of our acquisitions

202、,we have identified intangible assets and generated significant goodwill.Intangible assets are valued based on estimates of future cash flows and amortized over their estimated useful life.Goodwill is subject to annual impairment testing as well as testing upon the occurrence of any event that indic

203、ates a potential impairment.Intangible assets and other long-lived assets are subject to an impairment test if there is an indicator of impairment.We conduct our annual goodwill impairment test as of our fiscal year end,or September 30th.Our annual goodwill impairment test as of September 30,2007 in

204、dicated no impairment to our goodwill.Market conditions changed dramatically near the end of fiscal 2008 as a result of the global economic downturn.These market changes reduced the fair value of our reporting units,which ultimately resulted in a$197.9 million impairment to our goodwill as of Septem

205、ber 30,2008.Our significant restructuring actions implemented during the first half of fiscal 2009 changed our internal management structure and our internal financial reporting structures,which further led to a change to our reporting units and operating segments as of March 31,2009.We are required

206、 to reallocate goodwill among these newly formed reporting units.This reallocation,in conjunction with the continued downturn in the semiconductor markets indicated that a potential impairment did exist at March 31,2009.As such,we tested goodwill and other long-lived assets for impairment at March 3

207、1,2009 and recorded an additional goodwill impairment charge of$71.8 million.The details of these goodwill impairment charges are discussed further under the Impairment Charges caption.Our test of goodwill as of September 30,2009 indicated that we did not have any further impairment to goodwill.Unde

208、r U.S.Generally Accepted Accounting Principles(“US GAAP”),we are required to test long-lived assets,which exclude goodwill and intangible assets that are not amortized,when indicators of impairment are present.We recorded an impairment charges for certain long-lived assets of$5.7 million as of Septe

209、mber 30,2008,and we recorded an additional long-lived asset impairment charge of$35.1 million as of March 31,2009.These impairment charges were related to the same declining market conditions that resulted in impairments to our goodwill.We recorded an additional impairment charge of$0.4 million for

210、certain long-lived assets as of June 30,2009,which relates to the closure and outsourcing of a small manufacturing operation located in the United States.We discuss these charges in further detail under the Impairment Charges caption.On March 30,2007,we completed the sale of our software division,Br

211、ooks Software,to Applied Materials,Inc.(“Applied”)for cash consideration and the assumption of certain liabilities related to Brooks Software.Brooks Software provided real-time applications for greater efficiency and productivity in collaborative,complex manufacturing environments.We transferred to

212、Applied substantially all of our assets primarily related to Brooks Software,including the stock of several subsidiaries engaged only in the business of Brooks Software,and Applied assumed certain liabilities related to Brooks Software.We sold our software division in order to focus on our core semi

213、conductor-related hardware businesses.We recognized a gain on disposal of the software division.Our consolidated financial statements and notes have been reclassified to reflect this business as a discontinued operation.Critical Accounting Policies and EstimatesThe preparation of the Consolidated Fi

214、nancial Statements requires us to make estimates and judgments that affect the reported amounts of assets,liabilities,revenues and expenses,and related disclosure of contingent assets and liabilities.On an ongoing basis,we evaluate our estimates,including those related to bad debts,inventories,intan

215、gible assets,goodwill,income taxes,warranty obligations and contingencies.We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances,including current and anticipated worldwide economic conditions both in general and spe

216、cifically in relation to the semiconductor industry,the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.As discussed in the year over year comparisons below,actual results may differ from these

217、estimates under different assumptions or conditions.We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.20RevenuesProduct revenues are associated with the sale of hardware systems,c

218、omponents and spare parts as well as product license revenue.Service revenues are associated with service contracts,repairs,upgrades and field service.Shipping and handling fees,if any,billed to customers are recognized as revenue.The related shipping and handling costs are recognized in cost of sal

219、es.Revenue from product sales that do not include significant customization is recorded upon delivery and transfer of risk of loss to the customer provided there is evidence of an arrangement,fees are fixed or determinable,collection of the related receivable is reasonably assured and,if applicable,

220、customer acceptance criteria have been successfully demonstrated.Customer acceptance provisions include final testing and acceptance carried out prior to shipment.These pre-shipment testing and acceptance procedures ensure that the product meets the published specification requirements before the pr

221、oduct is shipped.In the limited situations where the arrangement contains extended payment terms,revenue is recognized as the payments become due.When significant on site customer acceptance provisions are present in the arrangement,revenue is recognized upon completion of customer acceptance testin

222、g.Revenue associated with service agreements is generally recognized ratably over the term of the contract.Revenue from repair services or upgrades of customer-owned equipment is recognized upon completion of the repair effort and upon the shipment of the repaired item back to the customer.In instan

223、ces where the repair or upgrade includes installation,revenue is recognized when the installation is completed.Intangible Assets,Goodwill and Other Long-Lived AssetsAs a result of our acquisitions,we have identified general intangible assets other than goodwill and generated significant goodwill.Gen

224、eral intangible assets other than goodwill are valued based on estimates of future cash flows and amortized over their estimated useful life.Goodwill is subject to annual impairment testing as well as testing upon the occurrence of any event that indicates a potential impairment.General intangible a

225、ssets other than goodwill and other long-lived assets are subject to an impairment test if there is an indicator of impairment.We conduct our annual goodwill impairment test as of our fiscal year end,or September 30th.Under US GAAP,the testing of goodwill for impairment is to be performed at a level

226、 referred to as a reporting unit.A reporting unit is either the“operating segment level”or one level below,which is referred to as a“component”.The level at which the impairment test is performed requires an assessment as to whether the operations below the operating segment constitute a self-sustai

227、ning business,testing is generally required to be performed at this level;however,if multiple self-sustaining business units exist within an operating segment,an evaluation would be performed to determine if the multiple business units share resources that support the overall goodwill balance.In res

228、ponse to the global economic downturn,we have restructured our business,which has resulted in a change to our reporting units and operating segments.The recent changes to our internal reporting structure and to how we operate our business resulted in the identification of seven reporting units,which

229、 include components of our business that are one level below the operating segment level.As of March 31,2009,we re-allocated our goodwill to five of the seven newly identified reporting units principally based on the relative fair values of these reporting units.This reallocation,in conjunction with

230、 the continued downturn in the semiconductor markets indicated that a potential impairment may have existed at March 31,2009.As such,we tested goodwill and other long-lived assets for impairment at March 31,2009.We determine the fair value of our reporting units using the Income Approach,specificall

231、y the Discounted Cash Flow Method(“DCF Method”).The DCF Method includes five year future cash flow projections,which are discounted to present value,and an estimate of terminal values,which are also discounted to present value.Terminal values represent the present value an investor would pay today f

232、or the rights to the cash flows of the business for the years subsequent to the discrete cash flow projection period.Given the cyclical nature of the industry,a revenue multiple is used to determine terminal value as it represents a more stable multiple over time.We consider the DCF Method to be the

233、 most appropriate valuation indicator as the DCF analyses are based on managements long-term financial projections.Given the dynamic nature of the cyclical semiconductor equipment market,managements projections as of the valuation date are considered more objective since other market metrics for pee

234、r companies fluctuate over the cycle.Goodwill impairment testing is a two-step process.The first step of the goodwill impairment test,used to identify potential impairment,compares the fair value of each reporting unit to its respective carrying amount,including goodwill.If the fair value of the rep

235、orting unit exceeds its carrying amount,goodwill of the reporting unit is not 21considered impaired.If the reporting units carrying amount exceeds the fair value,the second step of the goodwill impairment test must be completed to measure the amount of the impairment loss,if any.The second step comp

236、ares the implied fair value of goodwill with the carrying value of goodwill.The implied fair value is determined by allocating the fair value of the reporting unit to all of the assets and liabilities of that unit,the excess of the fair value over amounts assigned to its assets and liabilities is th

237、e implied fair value of goodwill.The implied fair value of goodwill determined in this step is compared to the carrying value of goodwill.If the implied fair value of goodwill is less than the carrying value of goodwill,an impairment loss is recognized equal to the difference.We recorded goodwill im

238、pairment charges of$197.9 million and$71.8 million in the three month periods ended September 30,2008 and March 31,2009,respectively.The details of these goodwill impairment charges are discussed further under the Impairment Charges caption.Our test of goodwill as of September 30,2009 indicated that

239、 we did not have any further impairment to goodwill.Under US GAAP,we are required to test long-lived assets,which exclude goodwill and intangible assets that are not amortized,when indicators of impairment are present.For purposes of this test,long-lived assets are grouped with other assets and liab

240、ilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.When we determine that indicators of potential impairment exist,the next step of the impairment test requires that the potentially impaired long-lived asset group i

241、s tested for recoverability.The test for recoverability compares the undiscounted future cash flows of the long-lived asset group to its carrying value.The future cash flow period is based on the future service life of the primary asset within the long-lived asset group.In most cases,we have determi

242、ned that either customer based or technology based intangible assets are the primary asset of each long-lived asset group.If the future cash flows exceed the carrying values of the long-lived assets,the assets are considered not to be impaired.If the carrying values of the long-lived asset group exc

243、eed the future cash flows,the assets are considered to be potentially impaired.The next step in the impairment process is to determine the fair value of the individual net assets within the long-lived asset group.If the aggregate fair values of the individual net assets of the group exceed their car

244、rying values,then no impairment loss is recorded.If the aggregate fair values of the individual net assets of the group are less then their carrying values,an impairment is recorded equal to the excess of the aggregate carrying value of the group over the aggregate fair value.The loss is allocated t

245、o each asset within the group based on their relative carrying values,with no asset reduced below its fair value.We recorded an impairment charge of$5.7 million,$35.1 million and$0.4 million related to certain long-lived assets in the three month periods ended September 30,2008,March 31,2009 and Jun

246、e 30,2009,respectively,which we discuss in further detail under the Impairment Charges caption.Accounts ReceivableWe record trade accounts receivable at the invoiced amount.Trade accounts receivables do not bear interest.The allowance for doubtful accounts is our best estimate of the amount of proba

247、ble credit losses in our existing accounts receivable.We determine the allowance based on historical write-off experience by customer.We review our allowance for doubtful accounts quarterly.Past due balances are reviewed individually for collectibility.Account balances are charged off against the al

248、lowance when we feel it is probable the receivable will not be recovered.We do not have any off-balance-sheet credit exposure related to our customers.WarrantyWe provide for the estimated cost of product warranties at the time revenue is recognized.While we engage in extensive product quality progra

249、ms and processes,including actively monitoring and evaluating the quality of our component suppliers,our warranty obligation is estimated by assessing product failure rates,material usage and service delivery costs incurred in correcting a product failure.Should actual product failure rates,material

250、 usage or service delivery costs differ from our estimates,revisions to the estimated warranty liability would be required and may result in additional benefits or charges to operations.InventoryWe provide reserves for estimated obsolescence or unmarketable inventory equal to the difference between

251、the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions.We fully reserve for inventories and noncancelable purchase orders for inventory deemed obsolete.We perform periodic reviews of all inventory items to identify excess inventories on

252、hand by comparing on-hand balances to anticipated 22usage using recent historical activity as well as anticipated or forecasted demand,based upon sales and marketing inputs through our planning systems.If estimates of demand diminish further or actual market conditions are less favorable than those

253、projected by management,additional inventory write-downs may be required.Deferred TaxesWe record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized.We have considered future taxable income and ongoing tax planning strategies in assessing

254、 the need for the valuation allowance.In the event we determine that we would be able to realize our deferred tax assets in excess of their net recorded amount,an adjustment to the deferred tax asset would increase income in the period such determination was made.Likewise,should we subsequently dete

255、rmine that we would not be able to realize all or part of our net deferred tax assets in the future,an adjustment to the deferred tax assets would be charged to income in the period such determination was made.Management has considered the weight of all available evidence in determining whether a va

256、luation allowance remains to be required against its deferred tax assets at September 30,2009.Given the losses incurred in fiscal year 2009 combined with the cyclical nature of our business as well as the uncertainties currently impacting the global economy,we have determined that it is more likely

257、than not that the net deferred tax assets will not be realized.The amount of the deferred tax asset considered realizable is subject to change based on future events,including generating taxable income in future periods.We continue to assess the need for the valuation allowance at each balance sheet

258、 date based on all available evidence.Stock-Based CompensationWe measure compensation cost for all employee stock awards at fair value on date of grant and recognize compensation expense over the service period for awards expected to vest.The fair value of restricted stock is determined based on the

259、 number of shares granted and the excess of the quoted price of our common stock over the exercise price of the restricted stock on the date of grant,if any,and the fair value of stock options is determined using the Black-Scholes valuation model.Such value is recognized as expense over the service

260、period,net of estimated forfeitures.The estimation of stock awards that will ultimately vest requires significant judgment.We consider many factors when estimating expected forfeitures,including types of awards,employee class,and historical experience.In addition,for stock-based awards where vesting

261、 is dependent upon achieving certain operating performance goals,we estimate the likelihood of achieving the performance goals.Actual results,and future changes in estimates,may differ substantially from our current estimates.Restricted stock with market-based vesting criteria is valued using a latt

262、ice model.Year Ended September 30,2009,Compared to Year Ended September 30,2008RevenuesWe reported revenues of$218.7 million for fiscal year 2009,compared to$526.4 million in the previous year,a 58%decrease.The total decrease in revenues of$307.7 million impacted all of our operating segments.Our Cr

263、itical Solutions Group segment revenues decreased by$157.2 million,our System Solutions Group segment revenues decreased by$127.2 million and our Global Customer Operations segment revenues decreased by$23.3 million.These decreases were the result of lower volume shipments in response to declining d

264、emand for capital equipment in all the markets we serve.Starting in the third quarter of fiscal 2009,we began to experience an increase in demand for our products from our semiconductor capital equipment customers.Our revenues for our third quarter of fiscal 2009 increased 18%from the second quarter

265、 of fiscal 2009,and our revenues for our fourth quarter of fiscal 2009 increased 46%from the third quarter of fiscal 2009.We expect our revenues for our first quarter of fiscal 2010 to increase at least 45%from the$64.1 million in revenues recognized for our fourth quarter of fiscal 2009.Our Critica

266、l Solutions Group segment reported revenues of$95.4 million for fiscal year 2009,a decrease of 62%from$252.6 million in the prior year.This decrease is attributable to lower volume of shipments for all end markets served by this segment,including a decrease of$112.5 million in revenues to the semico

267、nductor end market,a decrease of$19.9 million in revenues to the industrial end market and a$24.7 million decrease in revenues to all other end markets served by this segment.This segment experienced an improvement in revenues of 52%for the fourth quarter of fiscal 2009 as compared to the prior sequ

268、ential quarter,with the increase attributable primarily to semiconductor end market revenues.23Our System Solutions Group segment reported revenues of$69.9 million for fiscal year 2009,a 65%decrease from$197.1 million in the prior year.This decrease is attributable to weaker demand for semiconductor

269、 capital equipment.This segment experienced an improvement in revenues of 72%in the third quarter of fiscal 2009 as compared to the prior sequential quarter,and an additional 74%improvement in the fourth quarter as compared to the prior sequential quarter.Our Global Customer Operations segment repor

270、ted revenues of$53.4 million for fiscal year 2009,a 30%decrease from$76.6 million in the prior year.This decrease is attributable to lower AMHS spare parts revenue of$4.4 million and lower service contract and repair revenues of$18.8 million.All service revenues,which include service contract and re

271、pair services,are related to our Global Customer Operations segment.This segment experienced an improvement in revenues of 7%in the fourth quarter of 2009 as compared to the prior sequential quarter.Revenues outside the United States were$103.0 million,or 47%of total revenues,and$189.5 million,or 36

272、%of total revenues,for fiscal years 2009 and 2008,respectively.We expect that foreign revenues will continue to account for a significant portion of total revenues.Gross MarginGross margin dollars decreased to a loss of$6.0 million for fiscal year 2009,a decrease of 105%from$126.8 million for the pr

273、ior year.This decrease was attributable to lower revenues of$307.7 million,an impairment of long-lived assets of$20.9 million and increased charges for excess and obsolete inventory of$8.2 million.These decreases were partially offset by$3.7 million of reduced amortization expense for completed tech

274、nology intangible assets,due primarily to the impairment recorded for those assets during the second quarter of fiscal 2009.Gross margin was reduced by$5.6 million and$9.3 million for fiscal years 2009 and 2008,respectively,for amortization of completed technology,which relates primarily to the acqu

275、isition of Helix Technology Corporation in October 2005.Gross margin percentage decreased to(3)%for fiscal year 2009,compared to 24%for the prior year.This decrease was attributable to the impairment of long-lived assets which reduced gross margin percentage by 10%,increased charges for excess and o

276、bsolete inventory which decreased gross margin percentage by 5%,with the balance of the decrease related primarily to the lower absorption of indirect factory overhead on lower revenues.Gross margin percentage for the fourth quarter of fiscal 2009 was 19%as compared to 8%for the prior sequential qua

277、rter.The increase was primarily attributable to higher revenues of$20.2 million.These higher revenues increased our gross margin dollars by$8.3 million,or approximately 39%.We expect our gross margin percentage to further increase in the first quarter of fiscal year 2010 compared to the fourth quart

278、er of fiscal 2009 due to higher revenues,which lead to improved absorption of indirect factory overhead costs.Gross margin of our Critical Solutions Group segment decreased to$14.5 million for fiscal year 2009,a decrease of 83%from$85.4 million in the prior year.This decrease was attributable to low

279、er revenues of$157.2 million,which was partially offset by$1.3 million of reduced amortization expense for completed technology intangible assets,due primarily to the impairment recorded for those assets during the second quarter of fiscal 2009.Gross margin for fiscal 2009 and 2008 was reduced by$2.

280、7 million and$3.9 million,respectively,for completed technology amortization related to the Helix acquisition.Gross margin percentage was 15%for fiscal year 2009 as compared to 34%in the prior year.This decrease is primarily the result of lower absorption of indirect factory overhead on lower revenu

281、es.Gross margin percentage for this segment for the fourth quarter of fiscal 2009 was 27%as compared to 5%for the prior sequential quarter.The increase was primarily attributable to higher revenues of$8.7 million.Gross margin of our Systems Solutions Group segment decreased to a loss of$3.2 million

282、for fiscal year 2009,a decrease of 110%from$32.6 million for the prior year.This decrease was attributable to lower revenues of$127.2 million and increased charges for excess and obsolete inventory of$5.8 million.These decreases were partially offset by$0.3 million of reduced amortization expense fo

283、r completed technology intangible assets,due primarily to the impairment recorded for those assets during the second quarter of fiscal year 2009.Gross margin for fiscal 2009 and 2008 was reduced by$0.3 million and$0.6 million,respectively,for completed technology amortization related to the Synetics

284、 acquisition.Gross margin percentage decreased to(5)%for fiscal year 2009 as compared to 17%in the prior year.This decrease was attributable to increased charges for excess and obsolete inventory which decreased gross margin percentage by 10%,with the balance of the decrease related primarily to low

285、er absorption of indirect factory overhead on lower revenues.Gross margin percentage for this segment for the fourth quarter of fiscal 2009 was 14%as compared to 8%for the prior sequential quarter.The increase was primarily attributable to higher revenues of$10.6 million.24Gross margin of our Global

286、 Customer Operations segment decreased to$3.6 million for fiscal year 2009,a decrease of 60%from the$8.9 million in the prior year.The decrease was attributable to lower revenues of$23.2 million and increased charges for excess and obsolete inventory of$1.9 million.These decreases were partially off

287、set by$2.2 million of reduced amortization expense for completed technology intangible assets,due primarily to the impairment recorded for those assets during the second quarter of 2009.Gross margin for fiscal 2009 and fiscal 2008 was reduced by$2.6 million and$4.8 million,respectively,for completed

288、 technology amortization related to the Helix acquisition.Gross margin percentage was 7%for fiscal 2009 as compared to 12%in the prior year.The decrease in gross margin percentage was attributable to increased charges for excess and obsolete inventory which decreased gross margin percentage by 4%,wi

289、th the balance of the decrease related primarily to an under utilization of our service infrastructure.Gross margin for fiscal year 2009 has been reduced by$20.9 million for the impairment of certain long-lived assets,including a$19.6 million charge for completed technology intangible assets and$1.3

290、 million charge for property and equipment.The details of our impairment charges are discussed in greater detail under the Impairment Charges caption.Research and DevelopmentResearch and development,or R&D,expenses for fiscal year 2009 were$31.6 million,a decrease of$11.3 million,compared to$42.9 mi

291、llion in the previous year.This decrease is primarily related to lower labor related costs of$8.3 million associated with headcount reductions.Our headcount reductions were implemented to remove redundancies in our R&D infrastructure.We will continue to invest in R&D projects that enhance our produc

292、t and service offerings.Selling,General and AdministrativeSelling,general and administrative,or SG&A expenses were$91.2 million for fiscal year 2009,a decrease of$19.3 million compared to$110.5 million in the prior year.The decrease is primarily attributable to lower labor costs of$15.0 million as w

293、e reduced our headcount to align our SG&A resources with our new management structure,a$2.4 million reduction in amortization of intangible assets primarily due to the impairment of intangible assets recorded in our second quarter of fiscal year 2009 and a$2.0 million reduction in legal,auditing and

294、 consulting fees.These decreases were partially offset by a$2.3 million increase in litigation costs,net of insurance reimbursements,incurred by us to indemnify a former executive.We settled our litigation matters with the SEC during fiscal 2008;however,we continue to incur litigation costs,net of i

295、nsurance reimbursements,relating to our former executive officer that we are contractually required to indemnify.The total indemnification costs,net of insurance reimbursements,were$6.1 million and$3.8 million for fiscal 2009 and 2008,respectively.The indemnification costs incurred in fiscal 2009 we

296、re incurred primarily during the first half of the fiscal year.Impairment ChargesWe test our goodwill for impairment as of each fiscal year end.Our goodwill test as of September 30,2008 indicated that our goodwill was potentially impaired,and after completing our analysis,we recorded an impairment c

297、harge to goodwill of$197.9 million.In addition to the goodwill impairment charge,we recognized a long-lived asset impairment charge of$5.7 million.The impairment charges were the result of our expectation that our future cash flows would be adversely impacted as a result of the global economic slowd

298、own.In response to this downturn,we have restructured our business,which has resulted in a change to our reporting units and operating segments.We reallocated goodwill to each of our newly formed reporting units as of March 31,2009,based on such factors as the relative fair values of each reporting

299、unit.We reallocated goodwill to five of our seven reporting units as of March 31,2009.This reallocation,in conjunction with the continued downturn in the semiconductor markets indicated that a potential impairment may exist.As such,we tested our goodwill and other long-lived assets for impairment at

300、 March 31,2009.We determined the fair value of each reporting unit as of March 31,2009 using the Income Approach,specifically the Discounted Cash Flow Method(“DCF Method”).The methodologies used to determine the fair value of the net assets of each reporting unit as of March 31,2009 did not change f

301、rom those used as of September 30,2008,or those used as of September 30,2007.The material assumptions used in the DCF Method include:discount rates and revenue forecasts.Discount rates are based on a weighted average cost of capital(“WACC”),which represents the average rate a business must pay its p

302、roviders of debt and equity capital.The WACC used to test goodwill is derived from a group 25of comparable companies.The average WACC used in the March 31,2009 reallocation of goodwill was 16.2%,as compared to 12.8%for the goodwill test as of September 30,2008.This increase was primarily the result

303、of significantly increased costs of equity capital driven by increased volatility in equity markets.Management determines revenue forecasts based on its best estimate of near term revenue expectations which are corroborated by communications with customers,and longer-term projection trends,which are

304、 validated by published independent industry analyst reports.Revenue forecasts materially impact the amount of cash flow generated during the five year discrete cash flow period,and also impact the terminal value as that value is derived from projected revenue.The revenue forecasts used in the reall

305、ocation and assessment of goodwill as of March 31,2009 were decreased from the levels forecasted for the goodwill impairment test as of September 30,2008 due to further market deterioration.For three of the five reporting units containing goodwill at March 31,2009,we determined that the carrying amo

306、unt of their net assets exceeded their respective fair values,indicating that a potential impairment existed for each of those three reporting units.After completing the required steps of the goodwill impairment test,we recorded a goodwill impairment of$71.8 million as of March 31,2009.Under US GAAP

307、,we are required to test certain long-lived assets when indicators of impairment are present.We determined that impairment indicators were present for certain of our long-lived assets as of March 31,2009.We tested the long-lived assets in question for recoverability by comparing the sum of the undis

308、counted cash flows attributable to each respective asset group to their carrying amounts,and determined that the carrying amounts were not recoverable.We then evaluated the fair values of each long-lived asset of the potentially impaired long-lived asset group to determine the amount of the impairme

309、nt,if any.The fair value of each intangible asset was based primarily on an income approach,which is a present value technique used to measure the fair value of future cash flows produced by the asset.We estimated future cash flows over the remaining useful life of each intangible asset,which ranged

310、 from approximately 3 to 8 years,and used a discount rate of approximately 16%.As a result of this analysis,we determined that we had incurred an impairment loss of$35.1 million as of March 31,2009,and we allocated that loss among the long-lived assets of the impaired asset group based on the carryi

311、ng value of each asset,with no asset reduced below its respective fair value.The impairment charge was allocated as follows:$19.6 million related to completed technology intangible assets;$1.2 million to trade name intangible assets;$13.4 million to customer relationship intangible assets and$0.9 mi

312、llion to property,plant and equipment.Further,during the three months ended June 30,2009 we recorded an additional impairment charge of$0.4 million for property,plant and equipment related to the closure and outsourcing of a small manufacturing operation located in the United States.The total impair

313、ment charges related to long-lived assets for fiscal 2009 are summarized as follows(in thousands):Year Ended September 30,2009Reported as cost of sales:Completed technology intangible asset impairment .$19,608Property,plant and equipment impairment.1,316Subtotal,reported as cost of sales.20,924Repor

314、ted as operating expense:Trade name intangible asset impairment.1,145Customer relationship intangible asset impairment.13,443Subtotal,reported as operating expense.14,588$35,512We performed our annual impairment test on goodwill as of September 30,2009,and determined that we did not have an addition

315、al impairment.As of September 30,2009,we have$48.1 million of goodwill and$14.1 million of other intangible assets on our consolidated balance sheet.The goodwill relates entirely to our Critical Solutions Group segment,more specifically,to two reporting units within this segment.Our other intangible

316、 assets include$8.3 million of intangible assets related to our Critical Solutions Group segment and$5.8 million related to our Global Customer Operations segment.Given the cyclical nature of our business and the uncertainties currently impacting the global economy,there can be no assurance that our

317、 projected revenues used to test goodwill and other intangible assets will prove to be accurate in the future.If our projected revenues are not achieved,the fair value of our reporting units or other intangible assets may decline.Accordingly,we may be required to record additional goodwill or other

318、intangible asset impairment charges in future periods,whether in conjunction with our next annual impairment testing,or prior 26to that,if any such change constitutes a triggering event outside of the quarter in which our annual impairment test is performed.It is not possible at this time to determi

319、ne if any such future impairment charge would result,however,if it does,then such charge could be material.Restructuring ChargesWe recorded charges of$12.8 million for fiscal year 2009 in connection with our fiscal year 2009 restructuring plan.These charges consisted of$11.1 million of severance cos

320、ts associated with workforce reductions of approximately 450 employees in operations,service and administrative functions across all the main geographies in which we operate,facility closure costs of$0.6 million related primarily to the closure of one manufacturing operation located in the United St

321、ates,and other restructuring costs of$1.1 million.The restructuring charges by segment for fiscal 2009 were:Critical Solutions Group$3.4 million,Systems Solutions Group$4.1 million and Global Customer Operations$3.1 million.In addition,we incurred$2.2 million of restructuring charges for fiscal 2009

322、 that were related to general corporate functions that support all of our segments.The accruals for workforce reductions are expected to be paid over the next twelve months.The annual salary and benefit cost reductions resulting from these actions are approximately$30 million per year,with a majorit

323、y of these cost reductions resulting in a decrease to our operating expenses,mainly R&D and SG&A.Although we expect to increase production related headcount in the near term to meet current increases in product demand,we do not expect to materially increase our operating expense infrastructure in th

324、e near term.We recorded a charge to continuing operations of$7.3 million for fiscal year 2008.This charge consists of$6.8 million of severance costs associated with workforce reductions of 230 employees in operations,service and administrative functions across all the main geographies in which we op

325、erate.We also incurred$0.5 million of costs to vacate excess facilities.Our restructuring charges by segment for fiscal year 2008 were:Global Customer Operations$2.7 million,Critical Solutions Group$0.9 million and Systems Solutions Group$1.2 million.In addition,we incurred$2.5 million of restructur

326、ing charges in fiscal year 2008 that were related to general corporate functions that support all of our segments.Interest Income and ExpenseInterest income was$2.7 million for fiscal year 2009 as compared to$7.4 million for the prior year.Approximately$2.5 million of this decrease is due to lower i

327、nvestment balances,with the balance of the decrease attributable to lower interest rates on our investments.Interest expense remained essentially flat at$0.5 million for fiscal year 2009 as compared to$0.4 million for the prior year.Interest expense relates primarily to discounting of multi-year res

328、tructuring costs.Loss on InvestmentDuring fiscal year 2009,we recorded a charge of$1.2 million to write down our minority equity investment in a closely-held Swiss public company.The remaining balance of this investment at September 30,2009 after giving effect to foreign exchange was$0.5 million.Dur

329、ing fiscal year 2008,we recorded charges of$3.9 million to write down our minority equity investment in this closely-held Swiss public company.Other(Income)ExpenseOther income,net of$0.0 million for fiscal year 2009 consists of management fee income of$0.6 million which has been mostly offset by for

330、eign exchange losses.Other expense,net of$1.7 million for fiscal year 2008 consists of foreign exchange losses of$3.5 million,which was partially offset by management fees of$0.9 million,the receipt of$0.8 million of principal repayments on notes that had been previously written off and other income

331、 of$0.1 million.27Income Tax ProvisionWe recorded an income tax provision of$0.6 million for fiscal year 2009 and an income tax provision of$1.2 million for the prior year.The tax provision recorded for both periods is principally attributable to foreign income and interest related to unrecognized t

332、ax benefits.We continued to provide a full valuation allowance for our net deferred tax assets at September 30,2009 and 2008,as we believe it is more likely than not that the future tax benefits from accumulated net operating losses and deferred taxes will not be realized.We adopted the guidance rel

333、ated to uncertain tax positions on October 1,2007.The implementation of this guidance did not materially affect our financial position or results of operations.Of the unrecognized tax benefits of$11.5 million at September 30,2009,we currently anticipate that approximately$0.3 million will be paid in settlement during the next twelve months as a result of finalizing certain non-U.S.audits.Equity in