8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 12, 2009

BROOKS AUTOMATION, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

0-25434	04-3040660
(Commission File Number)	(IRS Employer Identification No.)
15 Elizabeth Drive, Chelmsford, MA	01824
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (978) 262-2400.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

EX-99.2

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 12, 2009, Brooks Automation, Inc. (“Brooks” or the “Company”) announced via press release its financial results for the fiscal quarter ended September 30, 2009 and the fiscal year ended September 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1.

In connection with the conference call to be held by the Company on November 12, 2009 to discuss its financial results for the fiscal quarter ended September 30, 2009 and the fiscal year ended September 30, 2009, the Company will reference a slide presentation, which was made available in advance of the call through the Company’s website. The slide presentation is attached as Exhibit 99.2 hereto.

Limitation on Incorporation by Reference. The information in this Item 2.02 and in Item 9.01 of this Current Report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1	Press release issued on November 12, 2009 by Brooks Automation, Inc.
99.2	Investor Conference Call Slide Presentation.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BROOKS AUTOMATION, INC.
 

/s/ Thomas S. Grilk  

Thomas S. Grilk 

Senior Vice President, General Counsel and Secretary 

Date: November 12, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued on November 12, 2009 by Brooks Automation, Inc.
99.2	Investor Conference Call Slide Presentation.

EX-99.1

Exhibit 99.1

Press Release

For Immediate Release
November 12, 2009

Brooks Automation Reports Fourth Quarter Financial Results

Chelmsford, Massachusetts November 12, 2009 — Brooks Automation, Inc. (Nasdaq: BRKS) announced financial results for the Company’s fourth quarter of fiscal year 2009 ended on September 30, 2009.

Revenues for the fourth quarter of 2009 were $64.1 million, compared to revenues of $106.9 million in the fourth quarter of 2008, a decrease of 40.0%. Sequentially, revenues grew 46.1% from third quarter revenues of $43.9 million.

Net loss for the fourth quarter of fiscal 2009 amounted to $14.5 million, or $0.23 per diluted share. Excluding special charges totaling $0.5 million, the non-GAAP net loss for the fourth quarter of fiscal 2009 was $14.0 million, or $0.22 per diluted share. Special charges taken during the quarter were $0.5 million of residual restructuring charges related to the 2009 restructuring initiatives.

The fiscal 2009 fourth quarter results compare with a loss from continuing operations of $216.2 million, or $3.45 per diluted share in the fourth quarter of the prior year. Sequentially, the net loss was $25.7 million or $0.41 per diluted share in the third quarter of 2009. Excluding special charges, the net loss from continuing operations for the fourth quarter of the prior year was $10.0 million, or $0.16 per diluted share. Sequentially, the net loss for the third quarter excluding special charges, was $23.0 million or $0.37 per diluted share. Special charges are identified in a table to this release.

Adjusted Earnings (Loss) before Interest, Tax, Depreciation and Amortization for the fourth quarter of fiscal 2009 was ($8.7) million, which compared to ($1.9) million in the prior year period and ($17.2) million in the third quarter of fiscal 2009. A reconciliation of non-GAAP measures to the most nearly comparable GAAP measure follows the consolidated statements of operations, balance sheets and statements of cash flows attached to this release.

Effective working capital management and reduced levels of losses reduced the use of cash in operations in the quarter to $3.6 million. The Company closed the quarter with $110.5 million of cash and marketable securities.

Revenues for the fiscal year ended September 30, 2009 were $218.7 million, a 58.4% decrease from the prior fiscal year revenues of $526.4 million. The net loss for the current fiscal year was $227.9 million, as compared to the prior year’s net loss of $235.9 million. Excluding special charges, the adjusted loss from continuing operations before special charges for fiscal 2009 and 2008 was $102.9 million or $1.64 per share and $21.8 million or $0.34 per share, respectively. Special charges are identified in the tables to this release.

— more —

Brooks Automation, Inc. ¨ 15 Elizabeth Drive ¨ Chelmsford, Massachusetts 01824 ¨ (978)262-2400 ¨ www.brooks.com

Brooks Automation Reports Fourth Quarter Financial Results page two

Commenting on recent activities, Robert J. Lepofsky, President and Chief Executive Officer of Brooks stated, “We continue to see a sharp and continuing ramp in requirements from our semiconductor OEM customers. As previously announced, on top of the 46% increase in sales just reported we anticipate another increase in revenues in the December ending quarter that will exceed 45%. Based on current order booking activity and discussions with our major customers we have gained a growing confidence in projecting strong sales growth well into calendar year 2010. In addition, we presently anticipate converging on at least break even results in the current quarter and positive earnings for our full fiscal year.”

“Many of the investments we made in new product and market development initiatives during the business downturn are now beginning to have an impact” added Mr. Lepofsky. “We are currently working with several customers on new product platforms serving markets beyond our core semiconductor manufacturing equipment business. Combined with the continuing recovery of our base business we believe these new programs can accelerate our growth track well into next year and beyond.”

Brooks management will webcast its September quarter earnings conference today at 10:00 a.m. Eastern Time to discuss the attached quarterly results and business highlights. During the call, Company management will respond to questions concerning, but not limited to, the Company’s financial performance, business conditions and industry outlook. Their responses could contain information that has not been previously disclosed.

Analysts, investors and members of the media can access the live broadcast available on Brooks’ website at www.brooks.com. The call will be archived on this website for convenient on-demand replay until Brooks reports fiscal 2010 first quarter results in early February, 2010.

#   #   #

About Brooks Automation, Inc.

Brooks is a leading worldwide provider of automation, vacuum and instrumentation solutions to the global semiconductor and related industries. Our products and services are meeting the needs of customers across a broad spectrum of applications and industries and the global semiconductor manufacturing sector is our largest served market. When demanding productivity and availability objectives are essential factors for success, customers throughout the world turn to Brooks Automation, Inc. For more information see www.brooks.com or email co.csr@brooks.com.

Brooks Automation, Inc. ¨ 15 Elizabeth Drive ¨ Chelmsford, Massachusetts 01824 ¨ (978)262-2400 ¨ www.brooks.com

Brooks Automation Reports Fourth Quarter Financial Results page three

“Safe Harbor Statement” under Section 21E of the Securities Exchange Act of 1934

Some statements in this release are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Brooks’ financial and business results to differ materially from our expectations. They are based on the facts known to management at the time they are made. These forward-looking statements include statements regarding revenues, our profit and loss and cash flow expectations and our ability to achieve financial success in the future. Factors that could cause results to differ from our expectations include the following: volatility of the industries the Company serves, particularly the semiconductor industry; our possible inability to meet increased demand for our products due to difficulties in obtaining components and materials from our suppliers in required quantities and of required quality; the inability of customers to make payments to us when due; the timing and effectiveness of cost reduction and cost control measures; price competition; disputes concerning intellectual property; continuing uncertainties in global political and economic conditions and other factors and other risks that we have described in our filings with the Securities and Exchange Commission, including but not limited to our Annual Report on Form 10-K, current reports on Form 8-K and our quarterly reports on Form 10-Q. As a result we can provide no assurance that our future results will not be materially different from those projected. Brooks expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based. Brooks undertakes no obligation to update the information contained in this press release.

Contact:
Barbara Culhane
Corporate Marketing Manager
Brooks Automation, Inc.
978-262-2400
www.brooks.com

Brooks Automation, Inc. ¨ 15 Elizabeth Drive ¨ Chelmsford, Massachusetts 01824 ¨ (978)262-2400 ¨ www.brooks.com

BROOKS AUTOMATION, INC.

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(unaudited)

	September 30,			September 30,
	2009			2008
ASSETS
Current assets
Cash and cash equivalents	$	59,985		$	110,269
Marketable securities		28,046			33,077
Accounts receivable, net		38,428			66,844
Insurance receivable for litigation		120			8,772
Inventories, net		84,738			105,901
Prepaid expenses and other current assets		9,872			13,783
Total current assets		221,189			338,646
Property, plant and equipment, net		74,793			81,604
Long-term marketable securities		22,490			33,935
Goodwill		48,138			119,979
Intangible assets, net		14,081			58,452
Equity investment in joint ventures		29,470			26,309
Other assets		3,161			4,713
Total assets	$	413,322		$	663,638
LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	26,360		$	37,248
Deferred revenue		2,916			3,553
Accrued warranty and retrofit costs		5,698			8,174
Accrued compensation and benefits		14,317			18,174
Accrued restructuring costs		5,642			7,167
Accrued income taxes payable		2,686			3,151
Accrual for litigation settlement		—			7,750
Accrued expenses and other current liabilities		12,870			17,634
Total current liabilities		70,489			102,851
Accrued long-term restructuring		2,019			5,496
Income taxes payable		10,755			10,649
Long-term pension liability		7,913			—
Other long-term liabilities		2,523			2,238
Total liabilities		93,699			121,234
Commitments and contingencies
Minority interests		494			409
Stockholders’ equity
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding at September 30, 2009 and 2008		—			—
Common stock, $0.01 par value, 125,000,000 shares authorized, 77,883,173 shares issued and 64,421,304 shares outstanding at September 30, 2009, 77,044,737 shares issued and 63,582,868 shares outstanding at September 30, 2008		779			770
Additional paid-in capital		1,795,619			1,788,891
Accumulated other comprehensive income		16,318			18,063
Treasury stock at cost, 13,461,869 shares at September 30, 2009 and 2008		(200,956	)		(200,956	)
Accumulated deficit		(1,292,631	)		(1,064,773	)
Total stockholders’ equity		319,129			541,995
Total liabilities, minority interests and stockholders’ equity	$	413,322		$	663,638

Brooks Automation, Inc. ¨ 15 Elizabeth Drive ¨ Chelmsford, Massachusetts 01824 ¨ (978)262-2400 ¨ www.brooks.com

BROOKS AUTOMATION, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2009 AND 2008
(In thousands, except per share data)
(unaudited)

	Three months ended						Twelve months ended
	September 30,						September 30,
	2009			2008			2009			2008
Revenues
Product	$	51,073		$	89,265		$	167,552		$	456,422
Services		13,012			17,605			51,154			69,944
Total revenues		64,085			106,870			218,706			526,366
Cost of revenues
Product		40,292			68,365			155,370			335,163
Services		11,931			15,422			48,408			64,375
Impairment of long-lived assets		—			—			20,924			—
Total cost of revenues		52,223			83,787			224,702			399,538
Gross profit (loss)		11,862			23,083			(5,996	)		126,828
Operating expenses
Research and development		7,115			8,669			31,607			42,924
Selling, general and administrative		18,831			25,881			91,231			110,516
Impairment of goodwill		—			197,883			71,800			197,883
Impairment of long-lived assets		—			5,687			14,588			5,687
Restructuring charges		513			1,610			12,806			7,287
Total operating expenses		26,459			239,730			222,032			364,297
Operating loss from continuing operations		(14,597	)		(216,647	)		(228,028	)		(237,469	)
Interest income		640			1,151			2,719			7,403
Interest expense		196			102			454			407
Loss on investment		—			1,009			1,185			3,940
Other (income) expense, net		(66	)		1,082			(31	)		1,739
Loss from continuing operations before income taxes, minority interests and equity (loss) in earnings of joint ventures		(14,087	)		(217,689	)		(226,917	)		(236,152	)
Income tax provision (benefit)		(85	)		(1,165	)		643			1,233
Loss from continuing operations before minority interests and equity (loss) in earnings of joint ventures		(14,002	)		(216,524	)		(227,560	)		(237,385	)
Minority interests in income (loss) of consolidated subsidiaries		22			(48	)		85			(53	)
Equity (loss) in earnings of joint ventures		(466	)		260			(213	)		707
Loss from continuing operations		(14,490	)		(216,216	)		(227,858	)		(236,625	)
Gain on sale of discontinued operations, net of income taxes		—			308			—			679
Income from discontinued operations, net of income taxes		—			308			—			679
Net loss	$	(14,490	)	$	(215,908	)	$	(227,858	)	$	(235,946	)
Basic loss per share from continuing operations	$	(0.23	)	$	(3.45	)	$	(3.62	)	$	(3.67	)
Basic income per share from discontinued operations		—			0.00			—			0.01
Basic net loss per share	$	(0.23	)	$	(3.45	)	$	(3.62	)	$	(3.66	)
Diluted loss per share from continuing operations	$	(0.23	)	$	(3.45	)	$	(3.62	)	$	(3.67	)
Diluted income per share from discontinued operations		—			0.00			—			0.01
Diluted net loss per share	$	(0.23	)	$	(3.45	)	$	(3.62	)	$	(3.66	)
Shares used in computing income (loss) per share
Basic		63,135			62,587			62,911			64,542
Diluted		63,135			62,587			62,911			64,542

Brooks Automation, Inc. ¨ 15 Elizabeth Drive ¨ Chelmsford, Massachusetts 01824 ¨ (978)262-2400 ¨ www.brooks.com

BROOKS AUTOMATION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

	Year Ended September 30,
	2009			2008
Cash flows from operating activities
Net loss	$	(227,858	)	$	(235,946	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		25,856			34,538
Impairment of assets		107,312			203,570
Stock-based compensation		5,817			6,909
Amortization of premium (discount) on marketable securities		127			(830	)
Undistributed earnings of joint ventures		213			(707	)
Minority interests		85			(53	)
Loss on disposal of long-lived assets		17			1,070
Gain on sale of software division, net		—			(679	)
Loss on investment		1,185			3,940
Changes in operating assets and liabilities, net of acquisitions and disposals:
Accounts receivable		29,963			38,612
Inventories		21,779			(610	)
Prepaid expenses and other current assets		4,527			5,790
Accounts payable		(10,947	)		(20,601	)
Deferred revenue		(676	)		(1,892	)
Accrued warranty and retrofit costs		(2,496	)		(2,772	)
Accrued compensation and benefits		(3,869	)		(5,839	)
Accrued restructuring costs		(5,007	)		(3,089	)
Accrued expenses and other current liabilities		(2,522	)		(7,755	)
Net cash (used in) provided by operating activities		(56,494	)		13,656
Cash flows from investing activities
Purchases of property, plant and equipment		(11,339	)		(23,439	)
Proceeds from the sale of software division		—			1,918
Acquisitions		—			(1,000	)
Purchases of marketable securities		(59,091	)		(151,231	)
Sale/maturity of marketable securities		75,628			190,592
Other		1,055			(75	)
Net cash provided by investing activities		6,253			16,765
Cash flows from financing activities
Treasury stock purchases		—			(90,194	)
Issuance of common stock under stock option and stock purchase plans		1,248			2,391
Net cash provided by (used in) financing activities		1,248			(87,803	)
Effects of exchange rate changes on cash and cash equivalents		(1,291	)		(581	)
Net decrease in cash and cash equivalents		(50,284	)		(57,963	)
Cash and cash equivalents, beginning of year		110,269			168,232
Cash and cash equivalents, end of year	$	59,985		$	110,269

Brooks Automation, Inc. ¨ 15 Elizabeth Drive ¨ Chelmsford, Massachusetts 01824 ¨ (978)262-2400 ¨ www.brooks.com

BROOKS AUTOMATION, INC.

Supplemental Information
(In thousands, except per share data)
(unaudited)

Notes on Non-GAAP Financial Measures:

The information in this press release is for: internal managerial purposes; when publicly providing guidance on future results; and as a means to evaluate period-to-period comparisons. These financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management believes these financial measures provide an additional way of viewing aspects of our operations, that, when viewed with our GAAP results and the accompanying reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of our business. Management strongly encourages investors to review our financial statements and publicly-filed reports in their entirety and not rely on any single measure.

The press release includes financial measures which exclude the effects of charges associated with our non-cash impairment charges, restructuring programs and gains or losses on investments. Management believes these measures are useful to investors because it eliminates accounting charges that do not reflect Brooks’ day-to-day operations. A table reconciling income (loss) and diluted earnings (loss) per share from continuing operations is presented below:

Brooks Automation, Inc.  ¨  15 Elizabeth Drive  ¨  Chelmsford, Massachusetts 01824  ¨  (978)262-2400  ¨ www.brooks.com

							Quarter ended
	September 30, 2009						June 30, 2009						September 30, 2008
	$			per share			$			per share			$			per share
Loss from continuing operations	$	(14,490	)	$	(0.23	)	$	(25,742	)	$	(0.41	)	$	(216,216	)	$	(3.45	)
Impairment charges - cost of revenues		-			-			408			0.01			-			-
Impairment charges - operating expense		-			-			-			-			203,570			3.25
Restructuring charges		513			0.01			2,327			0.04			1,610			0.03
Loss on investment		-			-			-			-			1,009			0.02
Adjusted loss from continuing operations	$	(13,977	)	$	(0.22	)	$	(23,007	)	$	(0.37	)	$	(10,027	)	$	(0.16	)
	Year ended
	September 30, 2009						September 30, 2008
	$			per share			$			per share
Loss from continuing operations	$	(227,858	)	$	(3.62	)	$	(236,625	)	$	(3.67	)
Impairment charges - cost of revenues		20,924			0.33			-			-
Impairment charges - operating expenses		86,388			1.37			203,570			3.15
Restructuring charges		12,806			0.20			7,287			0.11
Restructuring related inventory charges		3,612			0.06			-			-
Loss on investment		1,185			0.02			3,940			0.06
Adjusted loss from continuing operations	$	(102,943	)	$	(1.64	)	$	(21,828	)	$	(0.34	)
	Quarter ended									Year ended
	Sept 30,			June 30,			Sept 30,			Sept 30,			Sept 30,
	2009			2009			2008			2009			2008
Loss from continuing operations	$	(14,490	)	$	(25,742	)	$	(216,216	)		(227,858	)		(236,625	)
Less: Interest income		(640	)		(536	)		(1,151	)		(2,719	)		(7,403	)
Add: Interest expense		196			60			466			454			1,002
Add: Income tax provision (benefit)		(85	)		148			(1,165	)		643			1,233
Add: Depreciation		4,187			3,679			4,554			15,642			18,170
Add: Amortization of completed technology		457			457			2,331			5,576			9,324
Add: Amortization of acquired intangible assets		371			381			1,786			4,638			7,044
Add: Stock compensation expense		810			1,613			1,297			5,817			6,909
Add: Restructuring related inventory charges		-			-			-			3,612			-
Add: Impairment charges - cost of revenues		-			408			-			20,924			-
Add: Impairment charges - operating expense		-			-			203,570			86,388			203,570
Add: Restructuring charges		513			2,327			1,610			12,806			7,287
Add: Loss on investment		-			-			1,009			1,185			3,940
Adjusted EBITDA	$	(8,681	)	$	(17,205	)	$	(1,909	)	$	(72,892	)	$	14,451

Brooks Automation, Inc.  ¨  15 Elizabeth Drive  ¨  Chelmsford, Massachusetts 01824  ¨  (978)262-2400  ¨ www.brooks.com

EX-99.2

Exhibit 99.2

4th Quarter Fiscal 2009 Financial Results Conference Call Thursday, November 12, 2009 10:00 a.m. ET

Safe Harbor Statement & Non-GAAP Financial Measures "Safe Harbor" Statement under the U.S. Private Securities Litigation Reform Act of 1995; certain matters in this presentation, including forecasts of future demand and future Company performance, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to materially differ, either better or worse, from those projected. Further discussions of risk factors are available in the Company's most recent SEC filings including form 10-K for the fiscal year ended 9/30/08 The Company assumes no obligation to update the information in this presentation. Financial information in this presentation is for: internal managerial purposes; when publicly providing guidance on future results; and as a means to evaluate period-to- period comparisons. These financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management believes these financial measures provide an additional way of viewing aspects of our operations, that, when viewed with our GAAP results and the reconciliations to GAAP financial measures, provide a more complete understanding of our business. Management strongly encourages investors to review our financial statements and publicly filed reports in their entirety and not rely on any single measure.

Strong Ramp-Up in Activity $millions Q3 Q4 Change Revenues $ 43.9 $ 64.1 $ 20.2 Gross Profit before Special Charges 4.0 11.9 7.9 Research & Development 7.5 7.1 0.4 SG&A, continuing 19.6 18.8 0.8 Operating Loss before Special Charges ($ 23.1) ($ 14.1) $ 9.1

End Market Trends Q4 FY09 Fiscal 2009 Fiscal 2008 Semiconductor 79% 71% 77% Industrial 9% 14% 10% Other Markets 12% 15% 13% Semiconductor OEMs lead the recovery 3 OEM's represented greater than 10% of revenues in the quarter

45% Drop Thru from Revenue Increases $ millions Revenues Profits before Special Charges 3rd Quarter Fiscal 2009 $ 43.9 ($ 23.2) Product Revenue Growth 19.2 7.8 Service Revenue Growth 1.0 0.2 Additional Costs Supporting Oracle (0.4) Additional Depreciation for Oracle Systems (0.7) Higher Stock Option Forfeitures 0.8 Lower Equity Investigation Expenses 0.8 Other 0.6 4th Quarter Fiscal 2009 $ 64.1 ($ 14.1)

Continued Improvement in Adjusted EBITDA $ millions Q1 Q2 Q3 Q4 Revenues 73.4 37.3 43.8 64.1 Adjusted EBITDA (20.3) (26.7) (17.2) (8.7)

Limited Special Charges Impact on GAAP Net Income $ millions Q3 Q4 Comments on Sequential Trends Operating Loss before Special Charges ($ 23.2) ($ 14.1) Special Charges ( 2.7) ( 0.5) Residual restructuring charges Interest Income, net 0.5 0.4 Other Income, net 0.1 0.1 Joint Venture Management Fees Income Taxes ( 0.1) 0.1 Non- cash provision release in Q4 Minorities & Joint Ventures ( 0.3) ( 0.5) Japanese JVs incur small losses Net Loss from Continuing Operations ($ 25.7) ($ 14.5)

Modest Cash Utilization Adjusted EBITDA ($ 8.7) Restructuring Cash Flow ( 2.9) Net Interest Income 0.4 Change in Assets and Other 7.6 Cash Flow from Continuing Operations ( 3.6) Capital Expenditures ( 0.5) Currency and Other 0.2 Net Change in Cash and Marketable Investments ($ 3.9) A reconciliation of Adjusted EBITDA to Brooks' Net Loss is included in the earnings release issued on November 12, 2009 $ millions

Critical Balance Sheet Accounts $ millions June 2009 Sept 2009 Comments on Sequential Trends Cash and Marketable Securities 114.4 110.5 Accounts Receivable, net 28.1 38.4 DSO improves by 4 days Inventories, net 91.4 84.7 Gross inventory reduction of $7.6 million Accounts Payable ( 15.7) ( 26.4) DPO moved back out 12 days Accrued Restructuring Costs (current & long term) ( 10.7) ( 7.7)

Critical Solutions Segment $ millions Q3 Q4 Comments on Sequential Trends Revenues $16.8 $25.5 52% revenue growth Gross Profit before Amortization 1.3 7.3 Volume drop through and vacation cost benefits GAAP Gross Profit 0.9 6.9 Still carrying surplus capacity costs Operating Expenses 13.4 13.2 Segment Operating Loss ($12.5) ($ 6.3)

Systems Solutions Segment $ millions Q3 Q4 Comments on Sequential Trends Revenues $14.2 $24.8 74% growth led by Extended Factory products GAAP Gross Profit 1.1 3.4 Volume drop through impact of Extended Factory on mix Operating Expenses 7.4 7.5 Increased IT cost allocations Segment Operating Loss ($6.3) ( $4.1)

Global Customer Operations $ millions Q3 Q4 Comments on Sequential Trends Revenues $12.8 $13.8 7% growth Gross Profit before Amortization 2.1 1.7 Start-up costs in China, mix and expediting costs GAAP Gross Profit 2.0 1.6 No special charges in Q4 Operating Expenses 5.0 4.8 Segment Operating Loss ($3.0) ( $3.2)

Looking Forward December quarter revenues up at least 45% over the September quarter. Earnings and Cash Flow converging on breakeven. Working capital velocity continues to improve. Growing confidence in projecting strong sales growth well into calendar year 2010.

4th Quarter Fiscal 2009 Financial Results Conference Call Thursday, November 12, 2009 10:00 a.m. ET