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 10, 2010

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))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 10, 2010, Brooks Automation, Inc. (“Brooks” or the “Company”) announced via press release its financial results for the fiscal quarter ended September 30, 2010 and the fiscal year ended September 30, 2010. 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 10, 2010 to discuss its financial results for the fiscal quarter ended September 30, 2010 and the fiscal year ended September 30, 2010, 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 10, 2010 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 10, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued on November 10, 2010 by Brooks Automation, Inc.
99.2	Investor Conference Call Slide Presentation.

EX-99.1

Exhibit 99.1

Press Release

For Immediate Release
November 10, 2010

Brooks Automation Reports Fourth Quarter Financial Results

• Fiscal year diluted earnings per share from continuing operations of $0.92.

• Excluding non-recurring income and special charges adjusted diluted earnings of $0.78.

• Record quarterly diluted earning per share from continuing operations at $0.38.

Chelmsford, Massachusetts November 10, 2010 — Brooks Automation, Inc. (Nasdaq: BRKS) announced financial results for the Company’s fourth quarter of fiscal year 2010 ended on September 30, 2010.

Revenues for the fourth quarter of 2010 were $181.6 million, compared to revenues of $64.1 million in the fourth quarter of 2009, an increase of 183.4%. Sequentially, revenues grew 15.8% from third quarter revenues of $156.8 million.

Net income attributable to Brooks Automation, Inc. (“Brooks”) for the fourth quarter of fiscal 2010 amounted to $24.2 million, or $0.38 per diluted share.

Excluding non-recurring income and special charges, the adjusted net income of $24.4 million, or $0.38 per diluted share, improved on a sequential basis from $16.9 million, or $0.26 per diluted share, and compares with a loss of $(14.0) million, or $(0.22) per diluted share, in the fourth quarter of fiscal 2009. Non recurring income and special charges and their impact on comparative results are identified in the unaudited table included with this release. Including special charges, the Net income attributable to Brooks in the third quarter was $16.6 million, or $0.26 per diluted share, and the Net loss attributable to Brooks in the fourth quarter of fiscal 2009 was $(14.5) million, or $(0.23) per diluted share.

Adjusted Earnings (Loss) before Interest, Tax, Depreciation and Amortization for the fourth quarter of fiscal 2010 was $29.7 million, which compared to $22.5 million in the third quarter of fiscal 2010 and $(8.7) million in the fourth 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 included in this release.

Net cash provided by operating activities for the fiscal year ended September 30, 2010 was $27.9 million, which together with proceeds from the sale of intellectual property rights in the second fiscal quarter of $7.8 million and net of capital expenditures over the year of $3.5 million resulted in an increase of total cash and marketable securities to $142.4 million at September 30, 2010.

— 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

Revenues for the year ended September 30, 2010 were $593.0 million, a 171% increase from $218.7 million for the prior fiscal year. Net income attributable to Brooks for the current fiscal year was $59.0 million, as compared to the prior fiscal year’s net loss of $(227.9) million. Excluding non-recurring income and special charges, the adjusted net income (loss) from operations for the current fiscal year was $50.1 million, or $0.78 per diluted share, as compared to a loss of $(102.9) million, or $(1.64) per diluted share, in the prior fiscal year. Non-recurring income and special charges are identified in the unaudited financial information included in this release.

Commenting on recent activities, Stephen S. Schwartz, Chief Executive Officer and President of Brooks stated, “We had a strong finish to the fiscal year with excellent top line growth and record quarterly operating performance. We saw continuing strength to our semiconductor business and we successfully leveraged that growth to improve margin performance.”

Mr. Schwartz added, “Although we are starting to see moderation from the high growth levels attained during fiscal 2010, we believe that our principal served markets will remain healthy as the global economy continues to recover. Additionally, our successes with design-in wins, particularly in markets adjacent to semiconductor, will drive revenue and earnings growth for fiscal 2011.”

Martin S. Headley, Executive Vice-President and Chief Financial Officer noted “We have a strong cash generating capacity and plan to act on a number of internal and external opportunities for investment to fuel strong long term growth.”

Brooks management will webcast its fourth quarter earnings conference today at 4:30 p.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.

# # #

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 go to www.brooks.com or email sales@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 our revenue and earnings expectations, our ability to develop further our business in new and adjacent markets, 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 failure of our 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, the impact of global health concerns, 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
(unaudited)
(In thousands, except share and per share data)

	September 30,			September 30,
	2010			2009
Assets
Current assets
Cash and cash equivalents	$	59,823		$	59,985
Marketable securities		49,011			28,046
Accounts receivable, net		92,273			38,428
Inventories, net		115,787			84,738
Prepaid expenses and other current assets		10,437			9,992
Total current assets		327,331			221,189
Property, plant and equipment, net		63,669			74,793
Long-term marketable securities		33,593			22,490
Goodwill		48,138			48,138
Intangible assets, net		11,123			14,081
Equity investment in joint ventures		31,746			29,470
Other assets		2,624			3,161
Total assets	$	518,224		$	413,322
Liabilities and equity
Current liabilities
Accounts payable	$	65,734		$	26,360
Deferred revenue		4,365			2,916
Accrued warranty and retrofit costs		8,195			5,698
Accrued compensation and benefits		13,677			14,317
Accrued restructuring costs		3,509			5,642
Accrued income taxes payable		1,040			2,686
Accrued expenses and other current liabilities		11,635			12,870
Total current liabilities		108,155			70,489
Accrued long-term restructuring		—			2,019
Income taxes payable		12,446			10,755
Long-term pension liability		5,466			7,913
Other long-term liabilities		2,805			2,523
Total liabilities		128,872			93,699
Contingencies
Equity
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $0.01 par value, 125,000,000 shares authorized, 78,869,331 shares issued and 65,407,462 shares outstanding at September 30, 2010, 77,883,173 shares issued and 64,421,304 shares outstanding at September 30, 2009		789			779
Additional paid-in capital		1,803,121			1,795,619
Accumulated other comprehensive income		19,510			16,318
Treasury stock at cost, 13,461,869 shares at September 30, 2010 and 2009		(200,956	)		(200,956	)
Accumulated deficit		(1,233,649	)		(1,292,631	)
Total Brooks Automation, Inc. stockholders’ equity		388,815			319,129
Noncontrolling interest in subsidiaries		537			494
Total equity		389,352			319,623
Total liabilities and equity	$	518,224		$	413,322

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

BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)

	Three months ended						Year ended
	September 30,						September 30,
	2010			2009			2010			2009
Revenues
Product	$	165,475		$	51,073		$	532,174		$	167,552
Services		16,157			13,012			60,798			51,154
Total revenues		181,632			64,085			592,972			218,706
Cost of revenues
Product		113,965			40,292			377,599			155,370
Services		12,473			11,931			49,078			48,408
Impairment of long-lived assets		—			—			—			20,924
Total cost of revenues		126,438			52,223			426,677			224,702
Gross profit (loss)		55,194			11,862			166,295			(5,996	)
Operating expenses
Research and development		8,043			7,115			31,162			31,607
Selling, general and administrative		24,576			18,831			85,597			91,231
Impairment of goodwill		—			—			—			71,800
Impairment of long-lived assets		—			—			—			14,588
Restructuring charges		235			513			2,529			12,806
Total operating expenses		32,854			26,459			119,288			222,032
Operating income (loss)		22,340			(14,597	)		47,007			(228,028	)
Interest income		307			640			1,121			2,719
Interest expense		46			196			80			454
Sale of intellectual property rights		—			—			7,840			—
Loss on investment		—			—			191			1,185
Other income, net		662			66			367			31
Income (loss) before income taxes and equity in earnings (losses) of joint ventures		23,263			(14,087	)		56,064			(226,917	)
Income tax provision (benefit)		(527	)		(85	)		(2,746	)		643
Income (loss) before equity in earnings (losses) of joint ventures		23,790			(14,002	)		58,810			(227,560	)
Equity in earnings (losses) of joint ventures		518			(466	)		215			(213	)
Net income (loss)	$	24,308		$	(14,468	)	$	59,025		$	(227,773	)
Net income attributable to noncontrolling interests		(132	)		(22	)		(43	)		(85	)
Net income (loss) attributable to Brooks Automation, Inc.	$	24,176		$	(14,490	)	$	58,982		$	(227,858	)
Basic net income (loss) per share attributable to Brooks Automation, Inc. common stockholders	$	0.38		$	(0.23	)	$	0.92		$	(3.62	)
Diluted net income (loss) per share attributable to Brooks Automation, Inc. common stockholders	$	0.38		$	(0.23	)	$	0.92		$	(3.62	)
Shares used in computing earnings (loss) per share
Basic		64,068			63,135			63,777			62,911
Diluted		64,330			63,135			64,174			62,911

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

BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands)

	Year ended
	September 30,
	2010			2009
Cash flows from operating activities
Net income (loss)	$	59,025		$	(227,773	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		18,420			25,856
Impairment of assets		—			107,312
Sale of intellectual property rights		(7,840	)		—
Stock-based compensation		6,567			5,817
Amortization of premium on marketable securities		942			127
Undistributed (earnings) losses of joint ventures		(215	)		213
Loss on disposal of long-lived assets		4			17
Loss on investment		191			1,185
Changes in operating assets and liabilities, net of acquisitions and disposals:
Accounts receivable		(53,163	)		29,963
Inventories		(31,341	)		21,779
Prepaid expenses and other current assets		(499	)		4,527
Accounts payable		39,352			(10,947	)
Deferred revenue		1,487			(676	)
Accrued warranty and retrofit costs		2,483			(2,496	)
Accrued compensation and benefits		(913	)		(3,869	)
Accrued restructuring costs		(4,123	)		(5,007	)
Accrued expenses and other		(2,505	)		(2,522	)
Net cash provided by (used in) operating activities		27,872			(56,494	)
Cash flows from investing activities
Purchases of property, plant and equipment		(3,472	)		(11,339	)
Purchases of marketable securities		(117,473	)		(59,091	)
Sale/maturity of marketable securities		84,546			75,628
Proceeds from the sale of intellectual property rights		7,840			—
Purchase of intangible assets		(892	)		—
Other		243			1,055
Net cash provided by (used in) investing activities		(29,208	)		6,253
Cash flows from financing activities
Proceeds from issuance of common stock, net of issuance costs		1,245			1,248
Net cash provided by financing activities		1,245			1,248
Effects of exchange rate changes on cash and cash equivalents		(71	)		(1,291	)
Net decrease in cash and cash equivalents		(162	)		(50,284	)
Cash and cash equivalents, beginning of period		59,985			110,269
Cash and cash equivalents, end of period	$	59,823		$	59,985

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 non-recurring income and charges such as the sale of intellectual property rights, one-time tax refunds, non-cash impairment charges, restructuring charges 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 operations is presented below:

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

	Quarter ended
	September 30, 2010				June 30, 2010				September 30, 2009
	$		per share		$		per share		$			per share
Net income (loss) attributable to Brooks Automation, Inc.	$	24,176	$	0.38	$	16,572	$	0.26	$	(14,490	)	$	(0.23	)
Restructuring charges		235		0.00		288		0.00		513			0.01
Adjusted net income (loss) attributable to Brooks Automation, Inc.		24,411		0.38		16,860		0.26		(13,977	)		(0.22	)
Stock-based compensation		1,678		0.03		1,328		0.02		810			0.01
Adjusted net income (loss) attributable to Brooks Automation, Inc. — excluding stock-based compensation	$	26,089	$	0.41	$	18,188	$	0.28	$	(13,167	)	$	(0.21	)

	Year Ended
	September 30, 2010						September 30, 2009
	$			per share			$			per share
Net income (loss) attributable to Brooks Automation, Inc.	$	58,982		$	0.92		$	(227,858	)	$	(3.62	)
Impairment charges — cost of revenues		—			—			20,924			0.33
Impairment charges — operating expense		—			—			86,388			1.37
Restructuring charges		2,529			0.04			12,806			0.20
Restructuring related inventory charges		—			—			3,612			0.06
Loss on investment		191			0.00			1,185			0.02
One-time income tax benefit		(3,899	)		(0.06	)		—			—
Sale of intellectual property rights, net of tax		(7,730	)		(0.12	)		—			—
Adjusted net income (loss) attributable to Brooks Automation, Inc.		50,073			0.78			(102,943	)		(1.64	)
Stock-based compensation		6,567			0.10			5,817			0.09
Adjusted net income (loss) attributable to Brooks Automation, Inc. — excluding stock-based compensation	$	56,640		$	0.88		$	(97,126	)	$	(1.54	)

	Quarter ended									Year Ended
	Sep 30,			June 30,			Sep 30,			Sep 30,			Sep 30,
	2010			2010			2009			2010			2009
Net income (loss) attributable to Brooks Automation, Inc.	$	24,176		$	16,572		$	(14,490	)	$	58,982		$	(227,858	)
Less: Interest income		(307	)		(221	)		(640	)		(1,121	)		(2,719	)
Add: Interest expense		46			7			196			80			454
Add: Income tax provision (benefit)		(527	)		(35	)		(85	)		(2,746	)		643
Add: Depreciation		3,419			3,597			4,187			14,563			15,642
Add: Amortization of completed technology		479			479			457			1,887			5,576
Add: Amortization of acquired intangible assets		493			493			371			1,970			4,638
Add: Stock-based compensation		1,678			1,328			810			6,567			5,817
Add: Restructuring related inventory charges		—			—			—			—			3,612
Add: Impairment charges — cost of revenues		—			—			—			—			20,924
Add: Impairment charges — operating expense		—			—			—			—			86,388
Add: Restructuring charges		235			288			513			2,529			12,806
Add: Loss on investment		—			—			—			191			1,185
Sale of intellectual property rights, pre-tax		—			—			—			(7,840	)		—
Adjusted EBITDA	$	29,692		$	22,508		$	(8,681	)	$	75,062		$	(72,892	)

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

EX-99.2

Exhibit 99.2

1 4th Quarter Fiscal 2010 Financial Results Conference Call Wednesday, November 10, 2010 4:30 p.m. ET

2 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 9/30/09 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.

45% Increase in Non-GAAP Earnings Tax Benefit 0.0 0.5 0.5 Interest & Other Income 0.2 0.9 0.7 Minorities & Joint Venture Earnings (0.1) 0.4 0.5 Net Income attributable to Brooks $ 16.6 $ 24.2 $ 7.6 Non-Recurring Income & (Special Charges) (0.3) (0.2) 0.1 Operating Profit before Special Charges 16.8 22.6 5.8 Revenues $ 156.8 $ 181.6 $ 24.8 Q4 Change FY10 Q3 FY10 $millions Non-GAAP DEPS $0.26 $0.38 $0.12 GAAP DEPS $0.26 $0.38 $0.12 3 45% Increase in Non-GAAP Earnings 45% Increase in Non-GAAP Earnings 45% Increase in Non-GAAP Earnings

Margin Expansion continues SG&A Expense 21.2 24.6 (3.4) $ 22.6 $ 5.8 12.4% $ 16.8 10.7% Operating Profit before Special Charges R&D Expense 7.9 8.0 (0.1) 55.2 9.3 30.4% 45.9 29.3% Gross Profit % to sales Revenues $ 156.8 $ 181.6 $ 24.8 Q4 Change FY10 Q3 FY10 $millions 4

Revenue and Profits Waterfall Increased SG&A expense ( 3.0) GCO (Service) business growth 1.3 0.7 Increased engineering investments ( 0.1) $ 22.6 ( 0.4) 3.8 4.8 $ 16.8 Systems Solutions business growth 12.6 $ 181.6 10.9 $ 156.8 Critical Solutions business growth 4th Quarter Fiscal 2010 Stock compensation expense 3rd Quarter Fiscal 2010 Operating Profit Revenues (loss) before Special Charges 5

Fiscal Year Comparisons Operating Profit (loss) # (104.3) 49.5 153.8 Operating Expense # 122.8 116.8 6.0 $ 50.1 $ 153.0 8.4% $ (102.9) (47.1)% Adjusted Net Income (loss) # 147.8 166.3 28.0% 18.5 8.5% Gross Profit # % to sales Revenues $ 218.7 $ 593.0 $ 374.3 Fiscal Change 2010 Fiscal 2009 $millions Non-GAAP DEPS $(1.64) $0.78 $2.42 GAAP DEPS $(3.62) $0.92 $4.54 # Excluding special charges and non-recurring income. A reconciliation of Brook’s GAAP to non-GAAP is included as an appendix to this presentation. 6

7 Growth to $120 million Annualized Adjusted EBITDA Run Rate Q3FY09 Q4 FY09 Q1FY10 Q2FY10 Q3FY10 Q4FY10 Revenues 43.9 64.1 106.2 148.4 156.8 181.6 Adj EBITDA -17.2 -8.7 5.6 17.3 22.5 29.7 REVENUES ADJEBITDA

8 Cash Flow Components Adjusted EBITDA* $ 29.7 Restructuring cash flow ( 2.1) Net interest income 0.2 Pension plan funding ( 4.0) Working capital support of revenue growth ( 13.8) Cash flow from Continuing Operations 10.0 Capital expenditures ( 1.6) Currency and other 1.1 Net Change in Cash and Marketable Investments $ 9.5 * A reconciliation of Adjusted EBITDA to Brooks' Net Loss is included in the earnings release issued on November 10, 2010 $ millions

9 Critical Balance Sheet Accounts $ millions June 2010 September 2010 Comments on Sequential Trends Cash, cash equivalents and marketable securities 132.9 142.4 Accounts receivable, net 71.9 92.3 Late receipt from a major OEM Inventories, net 116.9 115.8 De-bottlenecking successes Accounts payable ( 70.5) ( 65.7) Peaking of activity levels reduces volume of purchases Pension plan liabilities ( 9.1) ( 5.9) Funding payment made during the quarter Working Capital at 15.2% of annualized quarterly sales

Return on Invested Capital Q3 FY10 Q4 FY10 Net Income 16.6 24.1 Less: Special charges and interest income (0.1) (0.0) Operating return 16.5 24.2 Shareholders Equity 358.1 389.4 Less: Cash and marketable securities (132.9) ( 142.4) Investment in operations 225.2 247.0 Return on Invested Capital 29.3% 39.2% 10

11 Critical Solutions Segment $ millions Q3FY10 Q4FY10 Comments on Sequential Trends Revenues $ 64.0 $ 75.0 17.1% sequential growth Gross Profit 25.6 30.4 Margins improve to 40.5% Operating Expenses 15.4 16.9 Higher performance based incentive and corporate expense Segment Operating Income $ 10.2 $ 13.5 18% operating margin

12 Systems Solutions Segment $ millions Q3FY10 Q4FY10 Comments on Sequential Trends Revenues $ 77.2 $ 89.8 16.3% sequential growth Gross Profit 16.8 20.6 22.9% gross margin Operating Expenses 9.2 10.7 Higher performance based incentive and corporate expense Segment Operating Income $ 7.6 $ 9.9 11% operating margin

13 Global Customer Operations $ millions Q3FY10 Q4FY10 Comments on Sequential Trends Revenues $ 15.6 $ 16.9 8.3% sequential growth Gross Profit 3.6 4.2 25.1% service & repair margins Operating Expenses 3.8 4.5 Higher corporate cost allocation Segment Operating Loss $( 0.2) $( 0.3) Includes costs of global customer support

14 Revenue and Earnings Guidance December Quarter Revenues $175 to $182 million Diluted Adjusted EPS $0.30 to $0.35.CY10 Revenues $662 to $669 million Diluted Adjusted EPS $1.10 to $1.15.

15 Beyond December Inputs for continued SCE spending strength balanced against current push-out behaviors Acceleration of innovation investments targeted at products that will make an impact in 2011 Even with some SCE market slowdown in 2011 our FY11 results will show considerable revenue and earnings advancement on FY10

16 4th Quarter Fiscal 2010 Financial Results Conference Call Wednesday, November 10, 2010 4:30 p.m. ET

17 Appendix

18 GAAP to Non-GAAP Reconciliation