Azenta, Inc. (AZTA) 2008年年度報告「NASDAQ」.pdf

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1、 Brooks Automation,Inc.Tel (978)262-2400 15 Elizabeth Drive Fax(978)262-2500 Chelmsford,MA 01824 To Our Stockholders,January 5,2009 To Our Stockholders,The past year was one of change and challenge for all of us at Brooks.As we set goals for the year,we never expected that the external world would b

2、egin the downward trend that continues right up to today.That said,the highly talented cadre of people who comprise the Brooks worldwide organization demonstrated agility and a commitment to success throughout the year that has us well positioned for the future despite obvious short-term setbacks an

3、d disappointments.Early in the year,we announced a three step plan to build shareholder value.The first step included initiatives to significantly improve customer responsiveness and overall financial performance.The second step focused on leveraging key investments that the company had made in stra

4、tegic partnerships and product development.The third step began the process of broadening our product portfolio and market reach.We made substantive progress in the implementation of this plan throughout the year with the pace of progress increasing entering 2009.During 2008 we simplified our manage

5、ment structure,reduced headcount,eliminated excess space and redeployed assets to ensure that we were in alignment with our customers plans and expectations.By mid-year major OEM accounts began referring to us as“the New Brooks”and began engaging us in new programs.End-users saw a marked change in p

6、arts and service availability and more flexible programs aligned with their individual operational protocols.As a result,our business relationships with virtually all of our customers around the world have been deepening and expanding.Over the past year we sharpened our focus and commitment to a num

7、ber of existing partnerships and internal programs.Of note,we saw real progress at Yaskawa Brooks Automation(YBA),our joint venture serving the Japanese automation market.YBA gained momentum throughout the year recording important design-in wins and initial product shipments in 2008 to both traditio

8、nal and targeted new customers.After a period of underperformance we completely re-tooled our Wuxi,China plant and began shipments of platforms in support of the Asian strategies of two large OEM accounts.Building on work begun in late 2007 and early 2008 our CTI-Cryogenics,Granville-Phillips and Po

9、lycold business units now each have major new product introductions scheduled for later in 2009 that we expect will have important implications on their respective future growth tracks.In addition,our initial 450mm automation platforms have begun serving as industry test-beds and should lead to new

10、production opportunities as the worlds largest semiconductor device makers implement their next generation factory plans.Work aimed at broadening our product portfolio and market reach is underway.While the global semiconductor manufacturing sector will continue to be our largest served market we ha

11、ve set a goal of deriving at least twenty-five percent of our revenues from non-semi applications by 2010.Today,sales to data storage,display,solar and analytical instrumentation customers represent over fifteen percent of revenues.During the past year we saw a marked increase in our activities in t

12、he solar arena.Today,most new thin-film solar cell production lines are dependent on vacuum pumping solutions from our Polycold Sincerely,Robert J.Lepofsky President and Chief Executive Officer Letter to StockholdersJanuary 5,2009or CTI-Cryogenics units and we now are pursuing automation opportuniti

13、es as well.As we look forward we see non-organic growth as another avenue to accelerate our growth and supplement our internal development programs.During the past year,we have evaluated a number of potential opportunities for investment and will continue this work in 2009.In short,during 2008 we de

14、veloped the plans,initiated the actions,and scored the early successes.Simply stated we thought we had it right!By late spring,we believed that our lowered breakeven point,improved operational performance and the focused execution of our growth strategy would have us on a clear and visible path to p

15、rofitability and value creation.Unfortunately,all of our served markets have felt the severe impact of the global economic slowdown with the semiconductor manufacturing sector being particularly hard hit.As a result,we are refining our plans,taking actions to further lower our operating costs,refocu

16、sing internal programs and working closely with key customers in support of their own near-term actions and longer term objectives.While frustrated that external events have slowed our progress we remain on track to turn the potential of Brooks into real performance for the benefit of our customers,

17、employees and shareholders.We have the plans,the financial resources and the opportunities.Unlike some,we also have a strong debt-free balance sheet with adequate cash reserves to allow us to execute our plans and initiatives during the year ahead.We are realistic about the potential for an extended

18、 business downturn and we intend to use that time to ensure that Brooks emerges well positioned for sustainable long-term growth.We enter 2009 challenged but energized.The men and women who work at Brooks are committed to being best in class in everything we choose to do.Customers throughout the wor

19、ld value our solutions and consider us a strategic business partner and a critical element of their own success.As we work our way through these difficult times we are particularly appreciative of your continued support and we look forward to reporting to you on our progress and our results over the

20、 course of the year ahead.Page 2UNITED 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 ACTOF 1934For fiscal year ended September 30,2008or?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE

21、SECURITIES EXCHANGEACT OF 1934For the transition period fromtoCommission 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 DriveC

22、helmsford,Massachusetts01824(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:NoneSecurities registered pursuant to Section 12(g)of the Act:Common Stock,$0.01 par valueIndicate by

23、check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the SecuritiesAct.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 toSection 13 or 15(d)of the Securities Exchange Act of 19

24、34.Yes?No?Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required tofile such reports),and(2)has been subject to s

25、uch filing requirements for the past 90 days.Yes?No?Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein,andwill not be contained,to the best of registrants knowledge,in definitive proxy or information statements incorporated byrefe

26、rence 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 asmaller reporting company.See the definitions of“large accelerated filer,”“accelerated filer”and“smaller

27、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 defined in Exchange Act Rule 12b-

28、2).Yes?No?The aggregate market value of the registrants Common Stock,$0.01 par value,held by nonaffiliates of the registrant as ofMarch 31,2008,was approximately$605,483,000 based on the closing price per share of$9.72 on that date on the Nasdaq StockMarket.As of March 31,2008,63,505,047 shares of t

29、he registrants Common Stock,$0.01 par value,were outstanding.As ofNovember 14,2008,63,574,290 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 directors,which is expected t

30、o be filed within 120 daysafter the end of the registrants fiscal year,are incorporated by reference in Part III of this Report.TABLE OF CONTENTSPART IItem 1.Business.1Item 1A.Risk Factors.7Item 1B.Unresolved Staff Comments.15Item 2.Properties.15Item 3.Legal Proceedings.16Item 4.Submission of Matter

31、s to a Vote of Security Holders.19PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases ofEquity Securities.19Item 6.Selected Financial Data.20Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations.22Item 7A.Quantitat

32、ive and Qualitative Disclosures About Market Risk.35Item 8.Financial Statements and Supplementary Data.36Item 9.Changes In and Disagreements With Accountants on Financial Accounting and FinancialDisclosure.72Item 9A.Controls and Procedures.72Item 9B.Other Information.73PART IIIItem 10.Directors and

33、Executive Officers of the Registrant.73Item 11.Executive Compensation.73Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.73Item 13.Certain Relationships and Related Transactions.73Item 14.Principal Accountant Fees and Services.73PART IVItem 15.Exh

34、ibits and Financial Schedules.73SIGNATURES.771PART IItem 1.BusinessBrooks Automation,Inc.(“Brooks”,“we”,“us”,or“our”),a Delaware Corporation,is a leading provider ofautomation,vacuum and instrumentation solutions and is a highly valued business partner to original equipmentmanufacturers(OEM)and equi

35、pment users throughout the world.We serve markets where equipment productivityand availability is a critical factor for our customers success.Our largest served market is the semiconductormanufacturing industry.We also provide unique solutions to customers in data storage,advanced display,analytical

36、instruments and solar markets.We develop and deliver differentiated solutions that range from proprietary productsto highly respected manufacturing services.Our company was founded in 1978 initially to develop and market automated substrate handling equipment forsemiconductor manufacturing and becam

37、e a publicly traded company in February 1995.Since that time,we havegrown significantly from a niche supplier of wafer handling robot modules for vacuum-based processes into abroader based supplier of products and services most notably through the consolidation with Helix TechnologyCorporation in 20

38、05.MarketsOur primary served market is the global semiconductor industry,which in recent years has experiencedsignificant growth in both the unit volumes and device complexity.This growth is being driven by the increasingdemand for high performance electronic products that require semiconductors,whi

39、ch are increasingly fabricated inAsia.The products include computers,telecommunications equipment,consumer electronics and wirelesscommunications devices.In addition to this primary market,we have been increasing our presence in global marketsoutside of the semiconductor industry,primarily for our v

40、acuum related technologies and services.Much likesemiconductors,markets such as data storage;advanced flat panel displays;industrial instruments and solar havebegun to experience an increasing need for the technologies and services we provide.Our fiscal 2008 revenues by end market were as follows:Se

41、miconductor.77%Industrial.10%Other.13%100%The production of advanced semiconductor chips is an extremely complex and logistically challengingmanufacturing activity.To create the tens of millions of microscopic transistors and connect them both horizontallyand in vertical layers in order to produce a

42、 functioning integrated circuit,or IC chip,the silicon wafers must gothrough hundreds of process steps that require complex processing equipment,or tools,to create the integratedcircuits.A large production fab may have more than 70 different types of process and metrology tools,totaling asmany as 50

43、0 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 beforefabrication is complete.These steps,which comprise the initial fabrication of the integrated ci

44、rcuit and are referredto 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 vacuumenvironment also increases,resulting in a greater nee

45、d for both automation and vacuum technology solutions due tothe sensitive handling requirements and increased number of tools.The requirement for efficient,higher throughputand extremely clean manufacturing for semiconductor wafer fabs and other high performance electronic-basedproducts has created

46、a substantial market for substrate handling automation(moving the wafers around and betweentools in a semiconductor fab);tool automation(the use of robots and modules used in conjunction with and insideprocess tools that move wafers from station to station),and vacuum systems technology to create an

47、d sustain theenvironment necessary to fabricate various products.2ProductsIn the semiconductor industry,wafer handling robotics have emerged as a critical technology in determining theefficacy and productivity of the complex tools which process 300mm wafers in the worlds most advanced waferfabs.A to

48、ol 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,wherebyseveral process chambers are mounted to one central frame that processes wafers.We special

49、ize in developing andbuilding the handling system,as well as the vacuum technology used in these tools.Our products can be provided asan individual component or as a complete handling system.Automation products are provided to support bothatmospheric and vacuum based processes.In order to facilitate

50、 the handling and transportation of wafers into a process tool,an equipment front-end module,or EFEM,is utilized.An EFEM serves as an atmospheric interface for wafers being fabricated by tools that useeither atmospheric or vacuum processes.In addition to proprietary products,we also provide“Extended

51、 Factory”services to build EFEMs and other sub-systems which are based on an OEM specified design.We believe that weare the largest worldwide manufacturer of EFEMs through our Gresham,Oregon and Wuxi,China facilities.We provide the products and technology to create the required vacuum as well as aut

52、omate these processes.Forvacuum-based processes,our automation systems use vacuum robots to transfer wafers into the OEMs processmodules.In addition,high vacuum pumps,which we also provide,are required in certain process steps to remove allpotentially contaminating gases and impurities from the proc

53、essing environment and to optimize that environmentby maintaining pressure consistency of the known process gas.In achieving optimal production yields,semiconductor manufacturers must also ensure that each process operates at carefully controlled pressure levels.Impurities or incorrect pressure leve

54、ls can lower production yields,thereby significantly increasing the cost peruseable semiconductor chip produced.We provide various pressure measurement instruments that form part of thispressure control loop on production processing equipment.Some key vacuum processes include:dry etching and drystri

55、pping;chemical vapor deposition,or CVD;physical vapor deposition,or PVD;and ion implantation.Current TrendsOur primary served market is the global semiconductor industry.The demand for semiconductors andsemiconductor manufacturing equipment is highly cyclical.We believe it is both reasonable and pru

56、dent to expectthat 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 upturn in demand forits products and services,which helped drive revenues and

57、earnings to record levels.During the fourth quarter offiscal 2007,the Company began to observe a slowdown in the demand for semiconductor capital equipment,theduration of which carried through all of fiscal 2008.During fiscal 2008,we continued to see growth in demand forour products in the other mar

58、kets we serve.Based on discussions with our customer base,and external marketforecasts,we previously had expected an improvement in demand for semiconductor capital equipment during 2009.Our outlook changed dramatically near the end of our fourth quarter of fiscal 2008 based on the impact of majorec

59、onomies moving into recession and the collateral effects of the recent financial crisis which will likely result in anextended and deep downturn into fiscal 2009.It is difficult to accurately predict the length of such downturns.Further,the short lead times for semiconductor capital equipment result

60、 in limited visibility to future demand trends.Although the non-semiconductor markets we serve did not reflect weakness during 2008,the recent global economiccontraction could impact these markets.The decline of market valuations for public companies in the semiconductorcapital equipment industry,an

61、d the deterioration in demand within the industry resulted in an impairment to thecarrying value of our goodwill,intangible assets and certain buildings and leasehold improvements.We recorded animpairment charge of$200.1 million to our goodwill and intangible assets,and an impairment charge of$3.5 m

62、illion for certain buildings and leasehold improvements as of September 30,2008.The major tool manufacturers in the semiconductor capital equipment market have been changing their businessmodels to outsource the manufacturing of key subsystems including wafer handling systems.This trend ofoutsourcin

63、g has accelerated through the semiconductor industrys transition to cluster tools,which have increasedthe need for reliability and performance.Furthermore,our OEM customers believe they generate more value fortheir customers by leveraging their expertise in process technology,rather than electro-mec

64、hanical technology.Since the early 2000s,many of the major OEMs have begun 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.3Our customers serving the global semiconductor industry

65、 continue to experience a material shift in the fabricationof wafers from North American and European based facilities to wafer fabs and foundries located in Asia.We havepositioned our Extended Factory business in Wuxi,China to become a critical partner of major OEMs as theyexecute supply chain stra

66、tegies within this region.In addition to this regional shift,the global semiconductorindustry 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

67、 maintaining theirmanufacturing network.In addition to innovative technology solutions that increase device yields at the wafer andwafer throughput per tool,we are aggressively looking to access markets and resources that enable us to leverage thebenefits of lower cost materials and production facil

68、ities located in Asia.SegmentsIn the fourth quarter of fiscal 2007,following the divestiture of our software division,we made changes to ourinternal reporting structure and began reporting results in three segments:Automation Systems;CriticalComponents;and Global Customer Operations.In the second qu

69、arter of fiscal 2008 these segment disclosures wererefined to reflect the results of a comprehensive review of operations conducted subsequent to the appointment of anew CEO and CFO.These refinements resulted in minor changes to the previously disclosed split of revenues andgross margins among segme

70、nts and between products and services.The Automation Systems segment consists of a range of wafer handling products and systems that support bothatmospheric and vacuum process technology used by our customers.The Critical Components segment includes cryogenic vacuum pumping,thermal management and va

71、cuummeasurement solutions used to create,measure and control critical process vacuum applications.The pump,gaugeand chiller products serve various markets that use vacuum as a critical enabler to overall system performance.The Global Customer Operations segment consists of our after market activitie

72、s including an extensive range ofservice support to our customers to address their on-site needs,spare parts and repair services,and support of legacyproduct lines.Our fiscal 2008 segment revenues by end market were as follows:AutomationSystemsCriticalComponentsGlobal CustomerOperationsSemiconductor

73、.87%53%77%Industrial.30%16%Other.13%17%7%100%100%100%The Automation Systems segment provides automation products for vacuum and atmospheric equipment,as wellas mini-environment products,calibration and alignment products and high-precision airflow controls primarily forthe semiconductor industry and

74、 high performance electronics industries.These products include wafer transportrobots and platforms sold to semiconductor equipment manufacturers,as well as products for lithography thatautomate storage,inspection and transport of photomasks or reticles sold directly to chip manufacturers.We offerha

75、rdware for process and metrology equipment as either modules or systems.The products sold as modules arediscrete components such as robots,load ports,and aligners,while those products sold as systems are pre-integratedassemblies such as the cluster tool platform that may consist of a number of modul

76、es provided by us or othersuppliers.The Critical Components segment provides products and subsystems designed to create,measure and controlvacuum technology solutions such as cryogenic pumps for creating vacuum,product for measuring vacuum,andthermal management products that are used in manufacturin

77、g equipment for the semiconductor,data storage,flatpanel display and solar industries.4The Global Customer Operations segment provides customers worldwide with crucial and timely support of allour hardware offerings.We assist with the installation of hardware products,product training,consulting and

78、sustaining on-site support.Our extensive range of global support and system monitoring services are designed tolower the total cost of ownership for our customers.The objective is to increase our customers system uptimethrough rapid response to potential operating problems.We also develop and delive

79、r enhancements to ourcustomers installed base of production tools through upgrades and other services,including the support of legacyproduct lines.In addition,we maintain spare parts inventories in regional hubs to enable our personnel to serve ourcustomers and to service our products more efficient

80、ly.We continuously direct resources to introduce new generations of products and services to replace the currentofferings.These products and services are the culmination of an extensive R&D program and extensive customerinteractions over the past few years.New products and services are developed usi

81、ng a product life cyclemanagement process designed to meet goals for performance,manufacturability,cost,reliability and support.CustomersWithin the semiconductor industry,we sell our products and services to nearly every major semiconductor chipmanufacturer and OEM in the world,including all of the

82、top ten chip companies and nine of the top ten equipmentcompanies.Our customers outside the semiconductor industry are broadly diversified.We have major customers inNorth America,Europe and Asia.We expect international revenues to continue to represent a significant percentageof total revenues,as ou

83、r industry is seeing an increasing business shift to Asia.See Note 16,“Segment andGeographic Information”of Notes to the Consolidated Financial Statements for further discussion of our sales bygeographic region and revenue,income and assets by reportable segment.See Part I,Item 1A,“Risk Factors”for

84、adiscussion of the risks related to foreign operations.Relatively few customers account for a substantial portion of our revenues,with the top 10 customers accountingfor approximately 52%of our business in fiscal 2008.We have two customers,Applied Materials,Inc.and LamResearch Corporation,that each

85、accounted for more than 10%of our overall revenues for the year.Sales,Marketing and Customer SupportWe market and sell our products and services in Asia,Europe and North America through our direct salesorganization.The sales process for our products is often multilevel,involving a team comprised of

86、individuals fromsales,marketing,engineering,operations and senior management.In many cases a customer is assigned a team thatengages the customer at different levels of its organization to facilitate planning,provide product customizationwhen required,and to ensure open communication and support.Som

87、e of our Critical Components products andservices for certain international markets are sold through local country distributors.Additionally,we serve theJapanese market for our Automation Systems products and services through our Yasakawa Brooks Automation(YBA)joint venture with Yasakawa Electric Co

88、rporation of Japan.Our marketing activities include participation in trade shows,delivery of seminars,participation in industryforums,distribution of sales literature,publication of press releases and articles in business and industrypublications.To enhance communication and support,particularly wit

89、h our international customers,we maintainsales and service centers in Asian,European and North American locations.These facilities,together with ourheadquarters,maintain local support capability and demonstration equipment for customers to evaluate.Customersare encouraged to discuss features and app

90、lications of our demonstration equipment with our engineers located atthese facilities.CompetitionThe semiconductor fab and process equipment manufacturing industries are highly competitive and characterizedby continual changes and improvements in technology.The majority of equipment automation is s

91、till done in-houseby OEMs.Our competitors among external vacuum automation suppliers are primarily Japanese companies such asDaihan,Daikin and Rorze.Also,contract manufacturing companies such as Sanmina,FoxSemicon and Flextronicsare offering limited assembly and manufacturing services to OEMs.Our co

92、mpetitors among vacuum subsystemssuppliers include Sumitomo Heavy Industries(SHI),Genesis,MKS Instruments and Inficon.5Atmospheric tool automation is outsourced to a larger degree and has a larger field of competitors due to thelower barriers to entry.We compete directly with other equipment automat

93、ion suppliers of atmospheric modules andsystems such as Asyst,Hirata,Kawasaki,Rorze,Sankyo,TDK and Shinko.Contract manufacturers are alsoproviding assembly and manufacturing services for atmospheric systems.We have a significant share of the market for vacuum cryogenic pumps and face few competitors

94、.Thesecompetitors include SHI and Genesis.The vacuum measurement market for gauges is more fragmented with avariety of competitors that include MKS Instruments and Inficon.We believe our customers will purchase our equipment automation products and vacuum subsystems as long aswe continue to provide

95、the necessary throughput,reliability,contamination control and accuracy for their advancedprocessing tools at an acceptable price point.We believe that we have competitive offerings with respect to all ofthese factors;however,we cannot guarantee that we will be successful in selling our products to

96、OEMs whocurrently satisfy their automation needs in-house or from other independent suppliers,regardless of the performanceor price of our products.Research and DevelopmentOur R&D efforts are principally focused on developing new products and services.Additionally,we invest in theenhancement of the

97、functionality,degree of integration,reliability and performance of our existing products.Ourengineering,marketing,operations and management personnel leverage their close collaborative relationships withmany of their counterparts in customer organizations in an effort to proactively identify market

98、demands with anability to refocus our research and development investment to meet those demands as our customers require.Withthe rapid pace of change that characterizes semiconductor technology it is essential for us to provide high-performance and reliable products in order for us to maintain our l

99、eadership position.ManufacturingOur manufacturing operations are used for product assembly,integration and testing.We have adopted qualityassurance procedures that include standard design practices,component selection procedures,vendor controlprocedures and comprehensive reliability testing and anal

100、ysis to ensure the performance of our products.Our majormanufacturing facilities are located in Chelmsford,Massachusetts;Gresham,Oregon;Petaluma,California;andLongmont,Colorado.As part of the Companys long-term strategy to source products from lower cost Asianregions,we commenced utilizing our recen

101、tly acquired manufacturing site in Wuxi,China to expand the reach ofour Extended Factory strategy.The Wuxi facility conducts final assembly operations and the integration of productsusing sub-components being sourced from suppliers within a variety of lower cost Asian regions.Additionally,wemanufact

102、ure certain sub-components for our vacuum products utilizing a third party manufacturing facility inMonterrey,Mexico.We utilize a just-in-time manufacturing strategy,based on the concepts of demand flow technology,for a largeportion of our manufacturing process.We believe that this strategy coupled

103、with the outsourcing of non-criticalcomponents such as machined parts,wire harnesses and PC boards reduces our fixed operating costs,improves ourworking capital efficiency,reduces our manufacturing cycle times and improves our flexibility to rapidly adjustproduction capacities.While we often use sin

104、gle source suppliers for certain key components and commonassemblies to achieve quality control and the benefits of economies of scale,we believe that these parts andmaterials are readily available from other supply sources.We will continue to broaden the sourcing of ourcomponents to low cost region

105、s,more specifically Asia.Patents and Proprietary RightsWe rely upon patents,trade secret laws,confidentiality procedures,copyrights,trademarks and licensingagreements to protect our technology.Due to the rapid technological change that characterizes the semiconductor,flat panel display and related p

106、rocess equipment industries,we believe that the improvement of existing technology,reliance upon trade secrets and unpatented proprietary know-how and the development of new products may be asimportant as patent protection in establishing and maintaining competitive advantage.To protect trade secret

107、s andknow-how,it is our policy to require all technical and management personnel to enter into proprietary informationand nondisclosure agreements.We cannot guarantee that these efforts will meaningfully protect our trade secrets.6We have obtained patents and will continue to make efforts to obtain

108、patents,when available,in connection withour product development programs.We cannot guarantee that any patent obtained will provide protection or be ofcommercial benefit to us.Despite these efforts,others may independently develop substantially equivalentproprietary information and techniques.As of

109、September 30,2008,we have 368 United States patents and had 130United States patent applications pending on our behalf.In addition,we have 392 foreign patents and had 439foreign patent applications pending on our behalf.Our United States patents expire at various times through March2027.We cannot gu

110、arantee that our pending patent applications or any future applications will be approved,or thatany patents will not be challenged by third parties.Others may have filed and in the future may file patentapplications that are similar or identical to ours.These patent applications may have priority ov

111、er patent applicationsfiled by us.We have successfully licensed our FOUP(front-opening unified pod)load port technology to several companiesand continue to pursue the licensing of this technology to more companies that we believe are utilizing ourintellectual property.There has been substantial liti

112、gation regarding patent and other intellectual property rights in the semiconductorand related industries.We have in the past been,and may in the future be,notified that we may be infringingintellectual property rights possessed by other third parties.We cannot guarantee that infringement claims by

113、thirdparties or other claims for indemnification by customers or end users of our products resulting from infringementclaims will not be asserted in the future or that such assertions,if proven to be true,will not materially and adverselyaffect our business,financial condition and results of operati

114、ons.If any such claims are asserted against ourintellectual property rights,we may seek to enter into a royalty or licensing arrangement.We cannot guarantee,however,that a license will be available on reasonable terms or at all.We could decide in the alternative to resort tolitigation to challenge s

115、uch claims or to attempt to design around the patented technology.Litigation or an attempteddesign around could be costly and would divert our managements attention and resources.In addition,if we do notprevail in such litigation or succeed in an attempted design around,we could be forced to pay sig

116、nificant damages oramounts in settlement.Even if a design around is effective,the functional value of the product in question could begreatly diminished.We acquired certain assets,including a transport system known as IridNet,from the Infab division of JenoptikAG on September 30,1999.Asyst Technolog

117、ies,Inc.had previously filed suit against Jenoptik AG and otherdefendants,or collectively,the defendants,in the Northern District of California charging that products of thedefendants,including IridNet,infringe Asysts U.S.Patent Nos.4,974,166,or the166 patent,and 5,097,421,or the421 patent.Asyst lat

118、er withdrew its claims related to the166 patent from the case.Summary judgment ofnoninfringement was granted in that case by the District Court and judgment was issued in favor of Jenoptik on theground that the product at issue did not infringe the asserted claims of the421 patent.Following certain

119、rulings andfindings adverse to Jenoptik,on August 3,2007 the District Court issued final judgment in favor of Jenoptik.Asystappealed,and on October 10,2008,the United States Court of Appeals for the Federal Circuit entered an orderaffirming the District Courts final judgment in favor of Jenoptik.We

120、had received notice that Asyst might amend its complaint in this Jenoptik litigation to name Brooks as anadditional defendant,but no such action was ever taken.Based on our investigation of Asysts allegations,we do notbelieve we are infringing any claims of Asysts patents.Asyst may decide to seek to

121、 prohibit us from developing,marketing and using the IridNet product without a license.We cannot guarantee that a license would be available tous on reasonable terms,if at all.In any case,we could face litigation with Asyst.Jenoptik has agreed to indemnifyus for any loss we may incur in this action.

122、BacklogBacklog for our products as of September 30,2008,totaled$63.8 million as compared to$111.2 million atSeptember 30,2007.This decrease is due to the cyclical semiconductor downturn and the current global economiccontraction.Backlog consists of purchase orders for which a customer has scheduled

123、delivery within the next12 months.Backlog consists of orders principally for hardware and service agreements.Orders included in thebacklog may be cancelled or rescheduled by customers without significant penalty.Backlog as of any particular dateshould not be relied upon as indicative of our revenues

124、 for any future period.A substantial percentage of currentbusiness generates no backlog because we deliver our products and services in the same period in which the order isreceived.7EmployeesAt September 30,2008,we had 1,658 full time employees.In addition,the Company utilized 208 part timeemployee

125、s and contractors.We believe our future success will depend in larger part on our ability to attract andretain highly skilled employees.Approximately 55 employees in our facility in Jena,Germany are covered by acollective bargaining agreement.We consider our relationships with these and all employee

126、s to be good.Available InformationOur 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 amendmentsto those reports,as soon as reasonably practicable after such mate

127、rials are electronically filed,or furnished to,theSecurities&Exchange Commission(“SEC”).These SEC reports can be accessed through the investor relationssection of our website.The information found on our website is not part of this or any other report we file with orfurnish to the SEC.Item 1A.Risk F

128、actorsFactors That May Affect Future ResultsYou should carefully consider the risks described below and the other information in this report before decidingto invest in shares of our common stock.These are the risks and uncertainties we believe are most important for youto consider.Additional risks

129、and uncertainties not presently known to us,which we currently deem immaterial orwhich are similar to those faced by other companies in our industry or business in general,may also impair ourbusiness operations.If any of the following risks or uncertainties actually occurs,our business,financial con

130、ditionand operating results would likely suffer.In that event,the market price of our common stock could decline and youcould lose all or part of your investment.Risks Relating to Our IndustryDue in part to the cyclical nature of the semiconductor manufacturing industry and related industries,as wel

131、las due to volatility in worldwide capital and equity markets,we have recently incurred operating losses and mayhave future losses.Our business is largely dependent on capital expenditures in the semiconductor manufacturing industry and otherbusinesses employing similar manufacturing technology.The

132、semiconductor manufacturing industry in turn dependson current and anticipated demand for integrated circuits and the products that use them.In recent years and atpresent,these businesses have experienced unpredictable and volatile business cycles due in large part to rapidchanges in demand and manu

133、facturing capacity for semiconductors,and these cycles have had a negative impact onour business,sometimes causing declining revenues and operation losses.Ongoing volatility in worldwide capitaland equity markets is likely to have a similarly negative impact on our business.Recent economic developme

134、nts onan international scale could lead to substantially diminished demand for our products and those of our customerswhich incorporate our products,especially in the semiconductor manufacturing industry.We could continue toexperience future operating losses during an industry downturn and any perio

135、d of uncertain demand.If an industrydownturn continues for an extended period of time,our business could be materially harmed.Conversely,if demandimproves rapidly,we could have insufficient inventory and manufacturing capacity to meet our customer needs on atimely basis,which could result in the los

136、s of customers and various other expenses that could reduce gross marginsand profitability.8We face substantial competition which may lead to price pressure and otherwise adversely affect our sales.We face substantial competition throughout the world in each of our product areas.Our primary competit

137、ors areAsyst,Genesis,Inficon,Kawasaki,MKS Instruments,Rorze,Sankyo,SHI,Shinko and TDK and other smaller,regional companies.Also,contract manufacturing companies such as Sanmina and Flextronics are offering limitedassembly and manufacturing services to the OEMs.We also endeavor to sell products to OE

138、Ms,such as AppliedMaterials,Novellus,KLA-Tencor and TEL,that also satisfy some or all of their semiconductor and flat paneldisplay handling needs internally rather than by purchasing systems or modules from a supplier like us.Many of ourcompetitors have substantial engineering,manufacturing,marketin

139、g and customer support capabilities.We expectour competitors to continue to improve the performance of their current products and to introduce new products andtechnologies that could adversely affect sales of our current and future products and services.New products andtechnologies developed by our

140、competitors or more efficient production of their products could require us to makesignificant price reductions or decide not to compete for certain orders.If we fail to respond adequately to pricingpressures or fail to develop products with improved performance or developments with respect to the o

141、ther factorson which we compete,we could lose customers or orders.If we are unable to compete effectively,our business andprospects could be materially harmed.Risks Relating to BrooksOur operating results could fluctuate significantly,which could negatively impact our business.Our revenues,operating

142、 margins and other operating results could fluctuate significantly from quarter to quarterdepending upon a variety of factors,including:demand for our products as a result of the cyclical nature of the semiconductor manufacturing industry and themarkets upon which it depends or otherwise;changes in

143、the timing and terms of product orders by our customers as a result of our customer concentrationor 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 t

144、he performance of any such productsfollowing delivery to customers;our competitors announcements of new products,services or technological innovations,which can,amongother things,render our products less competitive due to the rapid technological change in our industry;the timing and related costs o

145、f any acquisitions,divestitures or other strategic transactions;our ability to 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;andcompetitive prici

146、ng pressures.As a result of these risks,we believe that quarter to quarter comparisons of our revenue and operating results maynot be meaningful,and that these comparisons may not be an accurate indicator of our future performance.9Delays and technical difficulties in our products and operations may

147、 result in lost revenue,lost profit,delayedor limited market acceptance or product liability claims.As the technology in our systems and manufacturing operations has become more complex and customized,it hasbecome increasingly difficult to design and integrate these technologies into our newly-intro

148、duced systems,procureadequate supplies of specialized components,train technical and manufacturing personnel and make timelytransitions to volume manufacturing.Due to the complexity of our manufacturing processes,we have on occasionfailed to meet our customers delivery or performance criteria,and as

149、 a result we have deferred revenue recognition,incurred late delivery penalties and had higher warranty and service costs.We may experience these problems againin the future.We may be unable to recover expenses we incur due to changes or cancellations of customized orders.There are also substantial

150、unanticipated costs associated with ensuring that new products function properly andreliably in the early stages of their life cycle.These costs have been and could in the future be greater than expectedas a result of these complexities.Our failure to control these costs could materially harm our bu

151、siness andprofitability.Because many of our customers use our products for business-critical applications,any errors,defects or otherperformance or technical problems could result in financial or other damage to our customers and could significantlyimpair their operations.Our customers could seek to

152、 recover damages from us for losses related to any of theseissues.A product liability claim brought against us,even if not successful,would likely be time-consuming andcostly to defend and could adversely affect our marketing efforts.If we do not continue to introduce new products and services that

153、reflect advances in technology in a timely andeffective manner,our products and services will 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 an

154、d introduction depends on our ability to:accurately identify and define new market 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

155、 competitors offerings;obtain intellectual property rights where necessary;continue to develop a comprehensive,integrated product and service strategy;properly price our products and services;anddesign our products to high standards of manufacturability such that they meet customer requirements.If w

156、e cannot succeed in responding in a timely manner to technological and/or market changes or if the newproducts that we introduce do not achieve market acceptance,we could lose our competitive position which couldmaterially harm our business and our prospects.Restructuring activities could adversely

157、affect our ability to execute our business strategy.Should it become necessary for us to restructure our business,including reducing our work force,due toworldwide market conditions or other factors that reduce the demand for our products and services,our ability toexecute our business strategy coul

158、d be adversely affected in a number of ways,including the loss of key employees;diversion of managements attention from normal daily operations of the business;diminished ability to respond tocustomer requirements,both as to products and services;disruption of our engineering and manufacturing proce

159、sses,which could adversely affect our ability to introduce new products and to deliver products both on a timely basis andin accordance with the highest quality standards;and a reduced ability to execute effectively internal administrativeprocesses,including the implementation of key information tec

160、hnology programs.10We face risks associated with the implementation of our new Enterprise Resource Planning System.We are in the process of installing a third party enterprise resource planning system,or ERP System,across ourfacilities,which will enable the sharing of customer,supplier and other dat

161、a across our company.The installationand integration of the ERP System may divert the attention of our information technology professionals and certainmembers of management from the management of daily operations to the integration of the ERP System.Further,we may experience unanticipated delays in

162、the implementation of the ERP System,increased costs from what wehad anticipated to implement the ERP System,difficulties in the integration of the ERP System across our facilitiesor interruptions in service due to failures of the ERP System.Continuing and uninterrupted performance of our ERPSystem

163、is critical to the success of our business strategy.Any damage or failure that interrupts or delays operationsmay dissatisfy customers and could have a material adverse effect on our business,financial condition,results ofoperations and cash flow.The global nature of our business exposes us to multi

164、ple risks.For the fiscal years ended September 30,2008 and 2007,approximately 36%and 33%,respectively,of ourrevenues were derived from sales outside North America.We expect that international sales,including increasedsales in Asia,will continue to account for a significant portion of our revenues.As

165、 a result of our internationaloperations,we are exposed to many risks and uncertainties,including:difficulties in staffing,managing and supporting operations in multiple countries;longer sales-cycles and time to collection;tariff and international trade barriers;fewer legal protections for intellect

166、ual property and contract rights abroad;different and changing legal 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;andpolitical and economic ch

167、anges,hostilities and other disruptions in regions where we operate.Negative developments in any of these areas in one or more countries could result in a reduction in demand forour products,the cancellation or delay of orders already placed,threats to our intellectual property,difficulty incollecti

168、ng receivables,and a higher cost of doing business,any of which could materially harm our business andprofitability.Our business could be materially harmed if we fail to adequately integrate the operations of the businesses thatwe may acquire.In the future,we may make acquisitions or significant inv

169、estments in businesses with complementary products,services and/or technologies.Acquisitions present numerous risks,including:difficulties in integrating the operations,technologies,products and personnel of the acquired companies andrealizing the anticipated synergies of the combined businesses;def

170、ining and executing a comprehensive product strategy;managing the risks of entering markets or types of businesses in which we have limited or no directexperience;11the potential loss of key employees,customers and strategic partners of ours or of acquired companies;unanticipated problems or latent

171、liabilities,such as problems with the quality of the installed base of the targetcompanys products or infringement of another companys intellectual property by a target companysactivities or products;problems associated with compliance with the target companys existing contracts;difficulties in mana

172、ging geographically dispersed operations;andthe diversion of managements attention from normal daily operations of the business.If we acquire a new business,we may be required to expend significant funds,incur additional debt or issueadditional securities,which may negatively affect our operations a

173、nd be dilutive to our stockholders.In periodsfollowing an acquisition,we will be required to evaluate goodwill and acquisition-related intangible assets forimpairment.When such assets are found to be impaired,they will be written down to estimated fair value,with acharge against earnings.The failure

174、 to adequately address these risks could materially harm our business andfinancial results.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

175、with our ability to attract and retain such personnel,is an important factor in our continuing ability toexecute our strategy.There is substantial competition to attract such employees and the loss of any such keyemployees could have a material adverse effect on our business and operating results.Th

176、e same could be true if wewere to experience a high turnover rate among engineering and technical personnel and we were unable to replacethem.We face litigation risks relating to our past practices with respect to equity incentives that could have a materialadverse effect on our business.Several law

177、suits,including both putative securities class actions and shareholder derivative actions,have beenfiled against us,our directors and officers and certain of our former directors and officers relating to our pastpractices with respect to equity incentives.See Part I,Item 3,“Legal Proceedings”for a m

178、ore detailed description ofthese proceedings.Although all matters brought against us have been resolved or withdrawn,future actions could betaken.Litigation may be time-consuming,expensive and disruptive to normal business operations,and the outcomeof litigation is difficult to predict.The defense o

179、f such lawsuits would result in significant expense and the continueddiversion of our managements time and attention from the operation of our business,which could impede ourability to achieve our business objectives.Some or all of the amount we may be required to pay to satisfy ajudgment or settlem

180、ent of any or all of these claims may not be covered by insurance.Under indemnification agreements we have entered into with our officers and directors,we are required toindemnify them,and advance expenses to them,in connection with their participation in proceedings arising out oftheir service to u

181、s.These payments may be material,in particular since one of our former officers has been chargedin connection with the United States Attorneys investigation into our past practices with respect to equityincentives.12Risks Relating to Our CustomersBecause we rely on a limited number of customers for

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

183、ounted for approximately 52%,54%and 50%of our total revenues in the fiscal years ended September 30,2008,2007 and 2006,respectively.Asthe semiconductor manufacturing industry continues to consolidate and a difficult cyclical downturn takes hold,thenumber of our potential customers could decrease,whi

184、ch would increase our dependence on our limited number ofcustomers.The loss of one or more of these major customers,a decrease in orders from one of these customers,orthe inability of one or more customers to make payments to us when they are due could materially affect ourrevenue,business and reput

185、ation.Because of the lengthy sales cycles of many of our products,we may incur significant expenses before wegenerate any revenues related to those products.Our customers may need several months to test and evaluate our products.This increases the possibility that acustomer may decide to cancel or c

186、hange plans,which could reduce or eliminate our sales to that customer.Theimpact of this risk can be magnified during the periods in which we introduce a number of new products,as hasbeen the case during fiscal 2007 and 2008.As a result of this lengthy sales cycle,we may incur significant researchan

187、d development expenses,and selling,general and administrative expenses before we generate the related revenuesfor these products,and we may never generate the anticipated revenues if our customer cancels or changes its plans.In addition,many of our products will not be sold directly to the end-user

188、but will be components of otherproducts.As a result,we rely on OEMs to select our products from among alternative offerings to be incorporatedinto their equipment at the design stage;so-called design-ins.The OEMs decisions often precede the generation ofvolume sales,if any,by a year or more.Moreover

189、,if we are unable to achieve these design-ins from an OEM,wewould have difficulty selling our products to that OEM because changing suppliers involves significant cost,time,effort and risk on the part of that OEM.Customers generally do not make long term commitments to purchase our products and our

190、customers maycease purchasing our products at any time.Sales of our products are often made pursuant to individual purchase orders and not under long-termcommitments and contracts.Our customers frequently do not provide any assurance of minimum or future sales andare not prohibited from purchasing p

191、roducts from our competitors at any time.Accordingly,we are exposed tocompetitive pricing pressures on each order.Our customers also engage in the practice of purchasing products frommore than one manufacturer to avoid dependence on sole-source suppliers for certain of their needs.The existenceof th

192、ese practices makes it more difficult for us to increase price,gain new customers and win repeat business fromexisting customers.Other RisksWe may be subject to claims of infringement of third-party intellectual property rights,or demands that welicense third-party technology,which could result in s

193、ignificant expense and prevent us from using ourtechnology.We rely upon patents,trade secret laws,confidentiality procedures,copyrights,trademarks and licensingagreements to protect our technology.Due to the rapid technological change that characterizes the semiconductor-and flat panel display proce

194、ss equipment industries,we believe that the improvement of existing technology,reliance upon trade secrets and unpatented proprietary know-how and the development of new products may be asimportant as patent protection in establishing and maintaining competitive advantage.To protect trade secrets an

195、dknow-how,it is our policy to require all technical and management personnel to enter into nondisclosureagreements.We cannot guarantee that these efforts will meaningfully protect our trade secrets.13There has been substantial litigation regarding patent and other intellectual property rights in the

196、 semiconductorrelated industries.We have in the past been,and may in the future be,notified that we may be infringing intellectualproperty rights possessed by other third parties.We cannot guarantee that infringement claims by third parties orother claims for indemnification by customers or end user

197、s of our products resulting from infringement claims willnot be asserted in the future or that such assertions,if proven to be true,will not materially and adversely affect ourbusiness,financial condition and results of operations.Particular elements of our technology could be found to infringe on t

198、he intellectual property rights or patents ofothers.Other companies may hold or obtain patents on inventions or otherwise claim proprietary rights totechnology necessary to our business.For example,twice in 1992 and once in 1994 we received notice from GeneralSignal Corporation that it believed that

199、 certain of our tool automation products infringed General Signals patentrights.We believe the matters identified in the notice from General Signal were also the subject of a dispute betweenGeneral Signal and Applied Materials,Inc.,which was settled in November 1997.There are also claims that havebe

200、en made by Asyst Technologies Inc.that certain products we acquired through acquisition embody intellectualproperty owned by Asyst.To date no action has been instituted against us directly by General Signal,AppliedMaterials or Asyst.We cannot predict the extent to which we might be required to seek

201、licenses or alter our products so that they nolonger infringe the rights of others.We also cannot guarantee that licenses will be available or the terms of anylicenses we may be required to obtain will be reasonable.Similarly,changing our products or processes to avoidinfringing the rights of others

202、 may be costly or impractical and could detract from the value of our products.If ajudgment of infringement were obtained against us,we could be required to pay substantial damages and a courtcould issue an order preventing us from selling one or more of our products.Further the cost and diversion o

203、fmanagement attention brought about by such litigation could be substantial,even if we were to prevail.Any of theseevents could result in significant expense to us and may materially harm our business and our prospects.Our failure to protect our intellectual property could adversely affect our futur

204、e operations.Our ability to compete is significantly affected by our ability to protect our intellectual property.Existing tradesecret,trademark and copyright laws offer only limited protection,and certain of our patents could be invalidated orcircumvented.In addition,the laws of some countries in w

205、hich our products are or may be developed,manufacturedor sold may not fully protect our products.We cannot guarantee that the steps we have taken to protect ourintellectual property will be adequate to prevent the misappropriation of our technology.Other companies couldindependently develop similar

206、or superior 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 ourtrade secrets or to determine the validity and scope of proprietary rights of others,includ

207、ing our customers.Thiscould require us to incur significant expenses and to divert the efforts and attention of our management and technicalpersonnel from our business operations.If the site of the majority of our manufacturing operations were to experience a significant disruption inoperations,our

208、business could be materially harmed.The majority of our manufacturing facilities are concentrated in one location.If the operations of these facilitieswere disrupted as a result of a natural disaster,fire,power or other utility outage,work stoppage or other similarevent,our business could be serious

209、ly harmed because we may be unable to manufacture and ship products and partsto our customers in a timely fashion.Our business could be materially harmed if one or more key suppliers fail to deliver key components.We currently obtain many of our key components on an as-needed,purchase order basis fr

210、om numeroussuppliers.Further,we are increasing our sourcing of products in Asia,and particularly in China,and we do not havea previous course of dealing with many of these suppliers.We do not generally have long-term supply contracts withany of these suppliers,and many of them have undertaken cost-c

211、ontainment measures in light of the recentdownturn in the semiconductor industry.In the event of an industry upturn,these suppliers could face significantchallenges in delivering components on a timely basis.Our inability to obtain components in required quantities orof acceptable quality could resu

212、lt in delays or reductions in product shipments to our customers.In addition,if a14supplier or sub-supplier alters their manufacturing processes and suffers a production stoppage for any reason ormodifies or discontinues their products,this could result in a delay or reduction in product shipments t

213、o ourcustomers.Any of these contingencies could cause us to lose customers,result in delayed or lost revenue andotherwise 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 2007 through theend of fisca

214、l year 2008,our stock price fluctuated between a high of$19.96 per share and a low of$7.68 per share.Consequently,the current market price of our common stock may not be indicative of future market prices,and wemay be unable to sustain or increase the value of an investment in our common stock.Facto

215、rs affecting our stockprice may include: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 industry

216、 or the industries upon which it depends;general economic conditions;political changes,hostilities or natural disasters such as hurricanes and floods;low trading volume of our common stock;andthe number of firms making a market in our common stock.In addition,the stock market has recently experience

217、d significant price and volume fluctuations.Thesefluctuations 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.A material amount of our assets represents goodwil

218、l and intangible assets,and our net income will be reduced ifour goodwill or intangible assets become impaired.As of September 30,2008,our goodwill and intangible assets,net,represented approximately$178.4 million,or26.9%,of our total assets.Goodwill is generated in our acquisitions when the cost of

219、 an acquisition exceeds the fairvalue of the net tangible and identifiable intangible assets we acquire.Goodwill is subject to an impairment analysisat least annually based on the fair value of the reporting unit.Intangible assets,which relate primarily to thecustomer relationships and technologies

220、acquired by us as part of our acquisitions of other companies,are subject toan impairment analysis whenever events or changes in circumstances exist that indicate that the carrying value of theintangible asset might not be recoverable.During the year ended September 30,2008,we recorded non-cashimpai

221、rment charges of$200.1 million related to goodwill and intangible assets.We could be required to recognizeadditional reductions in our net income caused by the write-down of goodwill or intangible assets,which ifsignificantly impaired,could materially and adversely affect our results of operations.S

222、ee Note 6,“Goodwill andIntangible Assets”of Notes to the Consolidated Financial Statements for further discussion of goodwill andintangible assets.Provisions in our organizational documents and contracts may make it difficult for someone to acquire controlof us.Our certificate of incorporation,bylaw

223、s and contracts contain provisions that would make more difficult anacquisition of control of us and could limit the price that investors might be willing to pay for our securities,including:a prohibition on stockholder action by written consent;the elimination of the right of stockholders to call a

224、 special meeting of stockholders;15a requirement that stockholders provide advance notice of any stockholder nominations of directors to beconsidered at any meeting of stockholders;anda requirement that the affirmative vote of at least 80 percent of our shares be obtained for certain actionsrequirin

225、g the vote of our stockholders.Item 1B.Unresolved Staff CommentsWe have not received written comments from the Securities and Exchange Commission regarding our periodic orcurrent reports under the Securities Exchange Act of 1934,as amended,that were received 180 days or more beforeSeptember 30,2008

226、and remain unresolved.Item 2.PropertiesOur corporate headquarters and primary manufacturing/research and development facilities are currently locatedin three buildings in Chelmsford,Massachusetts,which we purchased in January 2001.We have a lease on a fourthbuilding in Chelmsford adjacent to the thr

227、ee that we own.In summary,we maintain the following active principalfacilities:LocationFunctionsSquare Footage(Approx.)Ownership Status/LeaseExpirationChelmsford,Massachusetts.Corporate headquarters,training,manufacturing and R&D293,800OwnedChelmsford,Massachusetts.Manufacturing,training andwarehous

228、e95,000October 2014Gresham,Oregon.Manufacturing and R&D176,900December 2010Wuxi,China.Manufacturing81,800August 2010Petaluma,California.Manufacturing and R&D72,300September 2011Longmont,Colorado.Manufacturing and R&D60,900February 2015Yongin-City,South Korea.Manufacturing,R&D and sales&support35,200

229、November 2015Jena,Germany.R&D,sales&support31,300Several leases with termsthat end through July 2009Our Automation Systems segment utilizes the facilities in Massachusetts,Oregon,South Korea and China.OurCritical Components segment utilizes the facilities in Massachusetts,California and Colorado.Our

230、 Global CustomerOperations segment utilizes the facilities in Massachusetts,Germany and South Korea.We maintain additional sales&support and training offices in California and Texas and overseas in Europe(France and Germany),as well as in Asia(Japan,China,Singapore and Taiwan)and the Middle East(Isr

231、ael).We currently sublease a total of 236,500 square feet of space previously exited as a result of our variousrestructuring activities.Another 141,800 square feet of mixed office and manufacturing/research and developmentspace located in Massachusetts and Arizona is not in use and unoccupied at thi

232、s time.We are actively exploringoptions to sublease,sell or negotiate an early termination agreement on this vacant property.16Item 3.Legal ProceedingsThere has been substantial litigation regarding patent and other intellectual property rights in the semiconductorand related industries.We have in t

233、he past been,and may in the future be,notified that we may be infringingintellectual property rights possessed by other third parties.We cannot guarantee that infringement claims by thirdparties or other claims for indemnification by customers or end users of our products resulting from infringement

234、claims will not be asserted in the future or that such assertions,if proven to be true,will not materially and adverselyaffect our business,financial condition and results of operations.If any such claims are asserted against ourintellectual property rights,we may seek to enter into a royalty or lic

235、ensing arrangement.We cannot guarantee,however,that a license will be available on reasonable terms or at all.We could decide in the alternative to resort tolitigation to challenge such claims or to attempt to design around the patented technology.Litigation or an attempteddesign around could be cos

236、tly and would divert our managements attention and resources.In addition,if we do notprevail in such litigation or succeed in an attempted design around,we could be forced to pay significant damages oramounts in settlement.Even if a design around is effective,the functional value of the product in q

237、uestion could begreatly diminished.In addition to the material set forth below,please see“Patents and Proprietary Rights”in Part 1,Item 1,“Business”for a description of certain potential patent disputes.Regulatory Proceedings Relating to Equity Incentive Practices and the RestatementAll pending inqu

238、iries and investigations of the Company by agencies of the United States Government pertainingto our past equity incentive-related practices have now been concluded,as described more fully below.On May 12,2006,we announced that Brooks had received notice that the Boston Office of the United StatesSe

239、curities and Exchange Commission(the“SEC”)was conducting an informal inquiry concerning stock optiongrant practices to determine whether violations of the securities laws had occurred.On June 2,2006,the SEC issueda voluntary request for information to us in connection with an informal inquiry by tha

240、t office regarding a loan wepreviously reported had been made to former Chairman and CEO Robert Therrien in connection with the exercise byhim of stock options in 1999.On June 23,2006,we were informed that the SEC had opened a formal investigationinto this matter and on the general topic of the timi

241、ng of stock option grants.On June 28,2006,the SEC issuedsubpoenas to Brooks and to the Special Committee of the Board of Directors,which had previously been formed onMarch 8,2006,requesting documents related to Brooks stock option grant practices and to the loan to Mr.Therrien.On May 19,2006,we rece

242、ived a grand jury subpoena from the United States Attorney(the“DOJ”)for theEastern District of New York requesting documents relating to stock option grants.Responsibility for the DOJsinvestigation was subsequently assumed by the United States Attorney for the District of Massachusetts.OnJune 22,200

243、6 the United States Attorneys Office for the District of Massachusetts issued a grand jury subpoena tous in connection with an investigation by that office into the timing of stock option grants by us and the loan toMr.Therrien mentioned above.On May 9,2007,we received a follow-up grand jury subpoen

244、a from the UnitedStates Attorneys Office for the District of Massachusetts in connection with the same matters.On July 25,2007,a criminal indictment was filed in the United States District Court for the District ofMassachusetts charging Robert J.Therrien,our former Chief Executive Officer and Chairm

245、an,with income taxevasion.A separate civil complaint was filed by the SEC on July 25,2007 against Mr.Therrien in the United StatesDistrict Court for the District of Massachusetts charging him with violations of federal securities laws.On May 19,2008,we entered into a settlement with the SEC relating

246、 to our historical stock option grantingprocesses.We agreed to settle with the SEC,without admitting or denying the allegations in the Commissionscomplaint,by consenting to the entry of a judgment enjoining future violations of the reporting,books and records,and internal controls provisions of the

247、federal securities laws.We were not charged by the SEC with fraud nor werewe required to pay any civil penalty or other money damages as part of the settlement.The option grants to whichthe SEC refers in its complaint were made between 1999 and 2001.The settlement completely resolves thepreviously d

248、isclosed SEC investigation into our historical stock option granting practices.As we disclosedpreviously,we were not charged in the criminal indictment against Mr.Therrien,and the United States AttorneysOffice has informed us that it has closed this matter as it relates to Brooks.17Private Litigatio

249、nAll private class action and derivative action matters commenced against the Company relating to past equityincentive-related practices have been concluded or dismissed,as described more fully below.On May 22,2006,a derivative action was filed nominally on our behalf in the Superior Court for Middl

250、esexCounty,Massachusetts,captioned as Mollie Gedell,Derivatively on Behalf of Nominal Defendant BrooksAutomation,Inc.v.A.Clinton Allen,et al.On May 26,2006,another derivative action was filed in the Superior Court for Middlesex County,Massachusettsnominally on our behalf,captioned as Ralph Gorgone,D

251、erivatively on Behalf of Nominal Defendant BrooksAutomation,Inc.v.Edward C.Grady,et al.On August 4,2006 the Superior Court for Middlesex County,Massachusetts,entered an order consolidating theabove state derivative actions under docket number 06-1808 and the caption In re Brooks Automation,Inc.Deriv

252、ative Litigation.On September 5,2006,the plaintiffs filed a Consolidated Shareholder Derivative Complaint,which named several of our current and former directors,officers,and employees as defendants.The ConsolidatedShareholder Derivative Complaint alleged that certain current and former directors an

253、d officers breached fiduciaryduties owed to Brooks by backdating stock option grants,issuing inaccurate financial results and false or misleadingpublic filings,and that Messrs.Therrien,Emerick and Khoury breached their fiduciary duties,and Mr.Therrien wasunjustly enriched,as a result of the loan to

254、and stock option exercise by Mr.Therrien mentioned above,and sought,on our behalf,damages for breaches of fiduciary duty and unjust enrichment,disgorgement to Brooks of all profitsfrom allegedly backdated stock option grants,equitable relief,and plaintiffs costs and disbursements,includingattorneys

255、fees,accountants and experts fees,costs,and expenses.The defendants served motions to dismiss and,in response,plaintiffs moved for leave to amend their complaint.The Proposed Amended Complaint madeallegations substantially similar to those in the Consolidated Shareholder Derivative Complaint,and nam

256、edadditional directors and officers as defendants.On May 4,2007,the court granted plaintiffs leave to file an amendedcomplaint.On June 22,2007,the defendants served plaintiffs with motions to dismiss the amended complaint.Theparties completed briefing the motions to dismiss on September 27,2007,and

257、oral argument was heard onDecember 4,2007.On August 1,2008,the court granted our motion to dismiss the case,and entered an orderdismissing the amended consolidated shareholder derivative complaint in its entirety.On May 30,2006,a derivative action was filed in the United States District Court for th

258、e District ofMassachusetts,captioned as Mark Collins,Derivatively on Behalf of Nominal Defendant Brooks Automation,Inc.v.Robert J.Therrien,et al.On June 7,2006,a derivative action was filed in the United States District Court forthe District of Massachusetts,captioned as City of Pontiac General Empl

259、oyees Retirement System,Derivatively onBehalf of Brooks Automation,Inc.v.Robert J.Therrien,et al.The District Court issued an order consolidating the above federal derivative actions on August 15,2006,and aConsolidated Verified Shareholder Derivative Complaint was filed on October 6,2006,which named

260、 several of ourcurrent and former directors,officers,and employees as defendants.The Consolidated Verified ShareholderDerivative Complaint alleged violations of Section 10(b)and Rule 10b-5 of the Exchange act;Section 14(a)of theExchange Act;Section 20(a)of the Exchange Act;breach of fiduciary duty;c

261、orporate waste;and unjust enrichment,and sought,on behalf of Brooks,damages,extraordinary equitable relief including disgorgement and a constructivetrust for improvidently granted stock options or proceeds from alleged insider trading by certain defendants,plaintiffs costs and disbursements includin

262、g attorneys fees,accountants and experts fees,costs and expenses.Thecourt held a hearing on defendants motions to dismiss on August 6,2008.On September 26,2008,the court enteredan order approving the plaintiffs voluntary dismissal of the action without prejudice.On June 19,2006,a putative class acti

263、on was filed in the United States District Court,District of Massachusetts,captioned as Charles E.G.Leech Sr.v.Brooks Automation,Inc.,et al.On July 19,2006,a second putative class action was filed in the United States District Court for the District ofMassachusetts,captioned as James R.Shaw v.Brooks

264、 Automation,Inc.et al.,No.06-11239-RWZ.OnDecember 13,2006,the court issued an order consolidating the Shaw action with the Leech action described above18and appointing a lead plaintiff and lead counsel.The lead plaintiff filed a Consolidated Amended Complaint,whichnamed as defendants current and for

265、mer directors and officers of Brooks,as well as PricewaterhouseCoopers LLP,our auditor.The Consolidated Amended Complaint alleged violations of Sections 10(b)and 20(a)of the ExchangeAct and Rule 10b-5 and Sections 11,12(a)(2),and 15 of the Securities Act.Motions to dismiss were filed by all defendan

266、ts in the case.In partial response to defendants motions to dismiss,the lead plaintiff filed a motion to amend the complaint to add a named plaintiff on May 10,2007.Defendants filedan opposition to this motion.On June 26,2007,the court heard argument on defendants motions to dismiss andlead plaintif

267、fs motion to amend the complaint.On November 6,2007,the court granted in part and denied in partdefendants motions to dismiss,and allowed lead plaintiffs motion to add a named plaintiff.The claims againstPricewaterhouseCoopers LLP were dismissed.On June 24,2008,a Stipulation and Agreement of Settlem

268、entBetween All Parties was filed,pursuant to which the parties proposed a final settlement.The terms of the settlement,which includes no admission of liability or wrong doing by Brooks,provide for a full and complete release of allclaims in the litigation,a bar order against claims in the nature of

269、contribution,and a payment of$7.75 million to bepaid directly by our insurance carrier into a settlement fund,pending final documentation and approval by the courtof a plan of distribution.As of September 30,2008,we recorded a receivable from our liability insurers of$8.8 million within current asse

270、ts on our audited consolidated balance sheets which includes the settlement fundobligation of$7.75 million and a reimbursement of professional fees of$1.0 million.On October 3,2008,the courtentered orders granting the parties motion for settlement and closed the case.On August 22,2006,an action capt

271、ioned as Mark Levy v.Robert J.Therrien and Brooks Automation,Inc.,wasfiled in the United States District Court for the District of Delaware,seeking recovery,on behalf of Brooks,fromMr.Therrien under Section 16(b)of the Securities Exchange Act of 1934 for alleged“short-swing”profits earned byMr.Therr

272、ien due to the loan and stock option exercise in November 1999 referenced above,and a sale byMr.Therrien of Brooks stock in March 2000.The complaint seeks disgorgement of all profits earned byMr.Therrien on the transactions,attorneys fees and other expenses.On February 20,2007,a second Section 16(b)

273、action,concerning the same loan and stock option exercise in November 1999 discussed above and seeking the sameremedy,was filed in the United States District 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 o

274、rder consolidating the Levyand Rosenberg actions.Brooks is a nominal defendant in the consolidated action and any recovery in this action,less attorneys fees,would go to the Company.On July 14,2008,the court denied Mr.Therriens motion to dismissthis action.On August 15,2007,two actions were filed in

275、 Massachusetts Superior Court for Middlesex County,nominally onBrooks behalf,captioned Darr v.Grady et al.and Milton v.Grady et al.The two plaintiffs in these actionspurported to be shareholders who had previously demanded that Brooks take action against individuals whoallegedly had involvement with

276、 backdated stock options,and to which Brooks had responded.The defendants inthese actions were several of our current and former officers,directors,and employees.These actions alleged severalclaims against the defendants based on granting or receiving backdated stock options,including breach of fidu

277、ciaryduties,corporate waste,and unjust enrichment.The complaint sought on our behalf,inter alia,damages,extraordinary equitable and/or injunctive relief,an accounting,a constructive trust,disgorgement,and plaintiffscosts and disbursements,including attorneys fees,accountants and experts fees,costs,a

278、nd expenses.OnSeptember 20,2007,the court granted defendants motion to consolidate the two matters.On June 5,2008,the courtgranted plaintiffs motion for appointment as lead counsel,and on July 3,2008,plaintiffs filed a consolidatedamended complaint.On September 9,2008,plaintiffs moved for voluntary

279、dismissal,and on September 16,2008,the court entered an order approving the plaintiffs motion for voluntary dismissal.Matter to which the Company is Not a PartyJenoptik-Asyst LitigationWe acquired certain assets,including a transport system known as IridNet,from the Infab division of JenoptikAG on S

280、eptember 30,1999.Asyst Technologies,Inc.had previously filed suit against Jenoptik AG and otherdefendants,or collectively,the defendants,in the Northern District of California charging that products of thedefendants,including IridNet,infringe Asysts U.S.Patent Nos.4,974,166,or the166 patent,and 5,09

281、7,421,or the421 patent.Asyst later withdrew its claims related to the166 patent from the case.Summary judgment of19noninfringement was granted in that case by the District Court and judgment was issued in favor of Jenoptik on theground that the product at issue did not infringe the asserted claims o

282、f the421 patent.Following certain rulings andfindings adverse to Jenoptik,on August 3,2007 the District Court issued final judgment in favor of Jenoptik.Asystappealed,and on October 10,2008,the United States Court of Appeals for the Federal Circuit entered an orderaffirming the District Courts final

283、 judgment in favor of Jenoptik.We had received notice that Asyst might amend its complaint in this Jenoptik litigation to name Brooks as anadditional defendant,but no such action was ever taken.Based on our investigation of Asysts allegations,we do notbelieve we are infringing any claims of Asysts p

284、atents.Asyst may decide to seek to prohibit us from developing,marketing and using the IridNet product without a license.We cannot guarantee that a license would be available tous on reasonable terms,if at all.In any case,we could face litigation with Asyst.Jenoptik has agreed to indemnifyus for any

285、 loss we may incur in this action.Litigation is inherently unpredictable and we cannot predict the outcome of the legal proceedings described abovewith any certainty.Should there be an adverse judgment against us,it may have a material adverse impact on ourfinancial statements.Because of uncertainti

286、es related to both the amount and range of losses in the event of anunfavorable outcome in the lawsuits listed above or in certain other pending proceedings for which loss estimateshave not been recorded,we are unable to make a reasonable estimate of the losses that could result from thesematters an

287、d hence have recorded no accrual in our financial statements as of September 30,2008.Item 4.Submission of Matters to a Vote of Security HoldersDuring the quarter ended September 30,2008,no matters were submitted to a vote of security holders through thesolicitation of proxies or otherwise.PART IIIte

288、m 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecuritiesOur common stock is traded on the Nasdaq Global Market under the symbol“BRKS”.The following table setsforth,for the periods indicated,the high and low close prices per share of our common sto

289、ck,as reported by theNasdaq Global Market:HighLowFiscal year ended September 30,2008First quarter.$15.01$12.07Second quarter.13.079.40Third quarter.11.168.27Fourth quarter.11.257.68Fiscal year ended September 30,2007First quarter.$15.26$12.79Second quarter.17.5313.74Third quarter.18.6616.38Fourth qu

290、arter.19.9613.52Number of HoldersAs of October 31,2008,there were 1,211 holders of record of our common stock.Dividend PolicyWe have never declared or paid a cash dividend on our capital stock.The Board of Directors periodically reviewsthe strategic use of cash in excess of business needs.20Issuance

291、 of Unregistered Common StockNot applicable.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.We did not repurchase any of our stock pursuant to this planduri

292、ng the three months ended September 30,2008.At each of July 31,August 31 and September 30,2008,approximately$109.8 million of our common stock remained available for repurchase under the plan.There is noexpiration date for the plan.The following table provides information concerning shares of the Co

293、mpanys Common Stock$0.01 par valuepurchased in connection with the forfeiture of shares to satisfy the employees obligations with respect towithholding taxes in connection with the vesting of certain shares of restricted stock during the three months endedSeptember 30,2008.Upon purchase,these shares

294、 are immediately retired.PeriodTotalNumberof SharesPurchasedAverage Price Paidper ShareTotal Number ofShares Purchased asPart of PubliclyAnnounced Plansor ProgramsMaximumNumber(orApproximateDollar Value)ofShares that May Yetbe Purchased Underthe Plans orProgramsJuly 1 31,2008.396$8.11396$August 1 31

295、,2008.2,8999.252,899September 1 30,2008.5158.82515Total.3,810$9.073,810$Item 6.Selected Financial DataThe selected consolidated financial data set forth below should be read in conjunction with our consolidatedfinancial statements and notes thereto and“Managements Discussion and Analysis of Financia

296、l Condition andResults of Operations,”appearing elsewhere in this report.Year Ended September 30,2008(4)2007(1)(3)2006(1)(2)2005(1)2004(1)(In thousands,except per share data)Revenues.$526,366$743,258$607,494$369,778$415,474Gross profit.$126,828$219,595$186,650$99,786$130,124Income(loss)from continui

297、ng operationsbefore income taxes,minority interests andequity in earnings of joint ventures.$(236,152)$55,636$24,067$(5,054)$15,889Income(loss)from continuing operations.$(236,625)$54,301$22,346$(5,953)$19,318Net income(loss).$(235,946)$151,472$25,930$(11,612)$14,659Basic earnings(loss)from continui

298、ngoperations per share.$(3.67)$0.74$0.31$(0.13)$0.45Diluted earnings(loss)from continuingoperations per share.$(3.67)$0.73$0.31$(0.13)$0.44Shares used in computing basic earnings(loss)per share.64,54273,49272,32344,91943,006Shares used in computing diluted earnings(loss)per share.64,54274,07472,5334

299、4,91943,57321As of September 30,20082007200620052004(In thousands)Total assets.$663,638$1,014,838$992,577$624,080$671,039Working capital.$235,795$346,883$252,633$168,231$294,137Current portion of long-term debt and otherobligations.$12$11Subordinated notes due 2008.$175,000$175,000Other long-term de

300、bt(less current portion).$2$14Stockholders equity.$541,995$859,779$799,134$309,835$312,895Year Ended September 30,2008FirstQuarterSecondQuarterThirdQuarterFourthQuarter(In thousands,except per share data)Revenues.$147,833$147,647$124,016$106,870Gross profit.$38,449$36,439$28,857$23,083Loss from cont

301、inuing operations.$(1,419)$(8,664)$(10,326)$(216,216)Basic and diluted loss from continuing operations pershare.$(0.02)$(0.14)$(0.17)$(3.45)Year Ended September 30,2007FirstQuarterSecondQuarterThirdQuarterFourthQuarter(In thousands,except per share data)Revenues.$191,368$194,926$190,461$166,503Gross

302、 profit.$59,682$62,490$57,436$39,987Income(loss)from continuing operations.$16,979$15,751$22,864$(1,293)Basic a n d d i l u t e d earnings(loss)from continuingop e ra t i on s p e r share.$0.23$0.21$0.30$(0.02)_(1)Amounts from continuing operations exclude results of operations of the Specialty Equi

303、pment and LifeSciences division and the Software division which were reclassified as a discontinued operation in June 2005and October 2006,respectively.(2)Amounts include results of operations of Helix Technology Corporation(acquired October 26,2005)andSynetics Solutions Inc.(acquired June 30,2006)f

304、or the periods subsequent to 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

305、equity in earnings of jointventures,income(loss)from continuing operations and net income(loss)includes a non-cash$200.1 millioncharge for the impairment of goodwill and intangible assets and a$3.5 million charge for the impairment ofcertain buildings and leasehold improvements.22Item 7.Managements

306、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 cause the actual results,our performance or our achievements to bematerially differen

307、t 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 performanceof the semiconductor industry as a whole.Such factors include the“Risk Factors”set forth in Part

308、 I,Item 1A.Precautionary statements made herein should be read as being applicable to all related forward-looking statementswhenever they appear in this report.OverviewWe are a leading provider of automation,vacuum and instrumentation solutions and are a highly valued businesspartner to original equ

309、ipment manufacturers(OEM)and equipment users throughout the world.We serve marketswhere equipment productivity and availability is a critical factor for our customers success.Our largest servedmarket is the semiconductor manufacturing industry.We also provide unique solutions to customers in data st

310、orage,advanced display,analytical instruments and solar markets.We develop and deliver differentiated solutions thatrange from proprietary products to highly respected manufacturing services.On March 30,2007,we completed the sale of our software division,Brooks Software,to Applied Materials,Inc.(“Ap

311、plied”)for cash consideration and the assumption of certain liabilities related to Brooks Software.BrooksSoftware provided real-time applications for greater efficiency and productivity in collaborative,complexmanufacturing environments.We transferred to Applied substantially all of our assets prima

312、rily related to BrooksSoftware,including the stock of several subsidiaries engaged only in the business of Brooks Software,and Appliedassumed certain liabilities related to Brooks Software.We sold our software division in order to focus on our coresemiconductor-related hardware businesses.We recogni

313、zed a gain on disposal of the software division.EffectiveOctober 1,2006,our consolidated financial statements and notes have been reclassified to reflect this business as adiscontinued operation in accordance with SFAS No.144,“Accounting for the Impairment or Disposal of Long-Lived Assets.”In the fo

314、urth quarter of fiscal 2007,we made changes to our internal reporting structure and began reportingresults in three segments:Automation Systems,Critical Components and Global Customer Operations.In thesecond quarter of fiscal 2008 these segment disclosures were refined to reflect the results of a co

315、mprehensive reviewof operations conducted subsequent to the appointment of a new CEO and CFO.These refinements resulted inminor changes to the previously disclosed split of revenues and gross margins among segments and betweenproducts and services.Our Automation Systems segment provides a range of w

316、afer handling products and systemsthat support both atmospheric and vacuum process technology used by our customers.Our Critical ComponentsOperations segment includes cryogenic vacuum pumping,thermal management and vacuum measurement productsused to create,measure and control critical process vacuum

317、 applications.Our Global Customer Operations segmentconsists of our after market activities including an extensive range of service support to our customers to addresstheir on-site needs,spare parts and repair services,and support of legacy product lines.Certain reclassifications havebeen made in th

318、e 2007 and 2006 consolidated financial statements to conform to the 2008 presentation.The demand for semiconductors and semiconductor manufacturing equipment is cyclical,resulting in periodicexpansions and contractions.Demand for our products has been impacted by these cyclical industry conditions.D

319、uring fiscal 2006 and throughout most of fiscal 2007,we benefited from an industry expansion.During the fourthquarter of fiscal 2007,we began to observe a contraction in the demand for semiconductor manufacturingequipment.The length and severity of these downturns can be difficult to predict.Recent

320、DevelopmentsWe have experienced changes in our senior management team during fiscal year 2008 including the appointmentof a new President and Chief Executive Officer,Robert J.Lepofsky,on October 1,2007,and the appointment of anew Chief Financial Officer,Martin S.Headley,on January 28,2008.Our new ma

321、nagement team embarked on areview of our organizational structure and resource requirements,which resulted in restructuring charges duringfiscal year 2008.23In fiscal 2008,our total revenues decreased from fiscal 2007 by 29.2%to$526.4 million.Our revenue bysegment for fiscal 2008 and 2007 is as foll

322、ows(in thousands):For the Year Ended September 30,20082007Automation Systems.$273,29451.9%$443,50159.7%Critical Components.127,03524.1%165,22522.2%Global Customer Operations.126,03724.0%134,53218.1%$526,366100.0%$743,258100.0%During the fourth quarter of fiscal 2007,we began to observe a slowdown in

323、 the demand for semiconductorcapital equipment.This slowdown continued throughout fiscal year 2008.Based on discussions with our customerbase,and external market forecasts,we had expected a material improvement in demand for semiconductor capitalequipment during 2009.Based on recent communications w

324、ith our semiconductor customers,and revised externalmarket forecasts,we now believe that demand for our products will decline further as a result of the globaleconomic slowdown.This abrupt change in our outlook has resulted in an expectation of lower cash flows from allthree of our operating segment

325、s,which has led to an impairment of our goodwill and intangible assets of$200.1 million as of September 30,2008.In addition,we recorded an impairment charge of$3.5 million to write-down certain buildings and leasehold improvements to fair value as of September 30,2008.In response to the weakness in

326、demand,we have begun an analysis of our cost structure and expect to makefurther significant cost reductions during 2009.Due to the preliminary stage of this analysis,we cannot yet predictthe cost or benefit of this restructuring effort.Critical Accounting Policies and EstimatesThe preparation of th

327、e Consolidated Financial Statements requires us to make estimates and judgments that affectthe reported amounts of assets,liabilities,revenues and expenses,and related disclosure of contingent assets andliabilities.On an ongoing basis,we evaluate our estimates,including those related to bad debts,in

328、ventories,intangible assets,goodwill,income taxes,warranty obligations and contingencies.We base our estimates onhistorical experience and on various other assumptions that are believed to be reasonable under the circumstances,including current and anticipated worldwide economic conditions both in g

329、eneral and specifically in relation to thesemiconductor industry,the results of which form the basis for making judgments about the carrying values of assetsand liabilities that are not readily apparent from other sources.As discussed in the year over year comparisonsbelow,actual results may differ

330、from these estimates under different assumptions or conditions.We believe the following critical accounting policies affect our more significant judgments and estimates used inthe preparation of our Consolidated Financial Statements.RevenuesProduct revenues are associated with the sale of hardware s

331、ystems,components and spare parts as well as productlicense revenue.Service revenues are associated with service contracts,repairs,upgrades and field service.Revenue from product sales that do not include significant customization is recorded upon delivery and transferof risk of loss to the customer

332、 provided there is evidence of an arrangement,fees are fixed or determinable,collection of the related receivable is reasonably assured and,if applicable,customer acceptance criteria have beensuccessfully demonstrated.Customer acceptance provisions include final testing and acceptance carried out pr

333、ior toshipment.These pre-shipment testing and acceptance procedures ensure that the product meets the publishedspecification requirements before the product is shipped.In the limited situations where the arrangement containsextended payment terms,revenue is recognized as the payments become due.When significant on site customeracceptance provisions are present in the arrangement,revenue is recogni