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): May 7, 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))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 7, 2009, Brooks Automation, Inc. (“Brooks” or the “Company”) announced via press release its financial results for the fiscal quarter ended March 31, 2009. A copy of the press release is attached hereto as Exhibit 99.1.

In connection with the conference call held by the Company on May 7, 2009 to discuss its financial results for the fiscal quarter ended March 31, 2009, the Company referenced 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 May 7, 2009 by Brooks Automation, Inc., announcing its financial results for the fiscal quarter ended March 31, 2009.
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: May 7, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued on May 7, 2009 by Brooks Automation, Inc., announcing its financial results for the fiscal quarter ended March 31, 2009.
99.2	Investor Conference Call Slide Presentation.

EX-99.1

Exhibit 99.1

For Immediate Release
May 7, 2009

Brooks Automation Reports Second Quarter Financial Results

Chelmsford, Massachusetts May 7, 2009 — Brooks Automation, Inc. (Nasdaq: BRKS) announced financial results for the Company’s second quarter of fiscal year 2009 ended on March 31, 2009.

Revenues for the second quarter of 2009 were $37.3 million, compared to revenues of $147.7 million in the second quarter of 2009, a decrease of 74.7%. Sequentially, revenues were down 49.2% from first quarter revenues of $73.4 million.

Net loss for the second quarter of fiscal 2009 amounted to $152.5 million, or $2.43 per diluted share. This loss includes special charges totaling $116.3 million. Excluding special charges, the non-GAAP net loss for the first quarter of fiscal 2009 was $36.2 million, or $0.58 per diluted share. The special charges taken during the quarter included a non-cash impairment charges of $106.9 million to write down the value of goodwill and certain other long lived assets to reflect the current industry and economic environment which has significantly impacted the comparable company valuations and the Company’s near term outlook. Other special charges taken in the quarter were $5.9 million of restructuring charges, primarily for severance and $3.6 million of inventory write-downs reflecting a re-definition of our business goals and product practices.

The fiscal 2009 second quarter results compare with a net loss from continuing operations of $8.7 million, or $0.14 per diluted share in the second quarter of the prior year. Sequentially, the net loss was $35.1 million or $0.56 per diluted share in the first quarter of 2009. Excluding special charges, the net loss from continuing operations for the second quarter of the prior year was $3.2 million, or $0.05 per diluted share, after adjusting for $2.5 million of restructuring charges and a $2.9 million loss on investment. Sequentially, the net loss for the first quarter excluding special charges was $29.8 million or $0.48 per diluted share. During the first quarter the Company incurred aggregate special charges of $5.3 million, or $0.09 per diluted share comprising restructuring charges of $4.1 million and a loss on an investment of $1.2 million.

Adjusted Earnings (Loss) before Interest, Tax, Depreciation and Amortization for the second quarter of fiscal 2009 was ($26.7) million, which compared to $7.2 million in the prior year period and ($20.3) million in the first quarter of fiscal 2009. Effective working capital management assisted in moderating the cash flows used in operations to $23.4 million during the quarter. The Company closed the quarter with $130.2 million of cash and marketable securities.

— more —

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

Brooks Automation Reports Second Quarter Financial Results...................page two

Revenues for the six months ended March 31, 2009 were $110.7 million, a 62.5% decrease from the prior period revenues of $295.5 million. The net loss for the current fiscal six month period was $187.6 million, as compared to the prior year’s net loss from continuing operations of $10.1 million. Excluding special charges of $121.7 million in the current fiscal year and $6.0 million in the prior year, the loss from continuing operations before special charges was $66.0 million or $1.05 per share and $4.0 million or $0.06 per share, respectively. Special charges are identified in the tables to this release.

Commenting on recent activities, Robert J. Lepofsky, President and Chief Executive Officer of Brooks stated, “Against a backdrop of a deeply depressed semiconductor capital equipment market we are moving ahead aggressively on both our restructuring and repositioning initiatives. We have completed the integration of our Chelmsford-based vacuum pump and robotics businesses and streamlined many of our core business processes. Our Adjusted EBITDA quarterly breakeven revenue level has been lowered significantly and is projected to be in the $70 million range exiting the current quarter. While we used substantial cash during the quarter working through this significant transformation, our use of cash going forward will be reduced. Recent customer activity has increased our confidence that a sustainable base has now been built and that it is reasonable to project incremental revenue growth moving forward. With a strong balance sheet, excellent market position, and targeted new product development programs we expect to emerge from the current downturn a focused, better positioned and more profitable company with excellent growth and cash generation potential”.

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.

Brooks management will webcast its March quarter earnings conference call on Thursday, May 7, 2009 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 until Brooks reports fiscal 2009 third quarter results in mid-August, 2009.

# # #

About Brooks Automation, Inc.

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

Brooks is a leading worldwide provider of automation, vacuum and instrumentation solutions to the global semiconductor and related industries. The company’s advanced offerings in hardware and services are critical to customers where equipment productivity and availability are essential for successful manufacturing. Brooks’ products and global services are used in virtually every fab in the world as well as in a number of diverse industries outside semiconductor manufacturing. 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 First 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 profit and loss and cash flow expectations and anticipated capacity reductions and cost controls. Factors that could cause results to differ from our expectations include the following: our dependence on the cyclical semiconductor industry; the possibility of downturns in market demand for electronics; 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; decisions by customers to accelerate delivery under or to cancel or defer orders that previously had been accepted; decisions by customers to reject the products we ship to them; the inability of customers to make payments to us when due; the possibility that we may not be able to fulfill customer orders within a period of time acceptable to them; the fact that design-in wins do not necessarily translate to significant revenue; the timing and effectiveness of restructuring, cost-cutting, low cost sourcing and expense control measures; intense price competition; disputes concerning intellectual property; expenses associated with legal disputes and litigation, 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.

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						Six months ended
	March 31,						March 31,
	2009			2008			2009			2008
Revenues
Product	$	25,883		$	129,842		$	84,969		$	261,383
Services		11,416			17,805			25,776			34,097
Total revenues		37,299			147,647			110,745			295,480
Cost of revenues
Product		33,150			94,815			88,281			188,490
Services		11,429			16,393			23,356			32,102
Impairment of long-lived assets		20,516			—			20,516			—
Total cost of revenues		65,095			111,208			132,153			220,592
Gross profit (loss)		(27,796	)		36,439			(21,408	)		74,888
Operating expenses
Research and development		7,666			11,553			16,943			23,985
Selling, general and administrative		25,207			29,896			52,841			58,999
Impairment of goodwill		71,800			—			71,800			—
Impairment of long-lived assets		14,588			—			14,588			—
Restructuring charges		5,861			2,506			9,966			3,106
Total operating expenses		125,122			43,955			166,138			86,090
Operating loss from continuing operations		(152,918	)		(7,516	)		(187,546	)		(11,202	)
Interest income		646			1,806			1,543			5,015
Interest expense		72			310			198			443
Loss on investment		—			2,931			1,185			2,931
Other (income) expense, net		111			(1,161	)		149			(818	)
Loss from continuing operations before income taxes and minority interests		(152,455	)		(7,790	)		(187,535	)		(8,743	)
Income tax provision		189			885			580			1,555
Loss from continuing operations before minority interests		(152,644	)		(8,675	)		(188,115	)		(10,298	)
Minority interests in income of consolidated subsidiaries		(90	)		35			(177	)		8
Equity in earnings of joint ventures		11			46			312			223
Loss from continuing operations		(152,543	)		(8,664	)		(187,626	)		(10,083	)
Gain on sale of discontinued operations, net of income taxes		—			371			—			371
Income from discontinued operations, net of income taxes		—			371			—			371
Net loss	$	(152,543	)	$	(8,293	)	$	(187,626	)	$	(9,712	)
Basic loss per share from continuing operations	$	(2.43	)	$	(0.14	)	$	(2.99	)	$	(0.15	)
Basic income per share from discontinued operations		—			0.01			—			0.01
Basic net loss per share	$	(2.43	)	$	(0.13	)	$	(2.99	)	$	(0.15	)
Diluted loss per share from continuing operations	$	(2.43	)	$	(0.14	)	$	(2.99	)	$	(0.15	)
Diluted income per share from discontinued operations		—			0.01			—			0.01
Diluted net loss per share	$	(2.43	)	$	(0.13	)	$	(2.99	)	$	(0.15	)
Shares used in computing income (loss) per share
Basic		62,844			63,859			62,747			66,494
Diluted		62,844			63,859			62,747			66,494

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)

	March 31, 2009			September 30, 2008
Assets
Current assets
Cash and cash equivalents	$	49,157		$	110,269
Marketable securities		40,190			33,077
Accounts receivable, net		25,566			66,844
Insurance receivable for litigation		224			8,772
Inventories, net		98,519			105,901
Prepaid expenses and other current assets		11,015			13,783
Total current assets		224,671			338,646
Property, plant and equipment, net		82,082			81,604
Long-term marketable securities		40,820			33,935
Goodwill		48,138			119,979
Intangible assets, net		15,708			58,452
Equity investment in joint ventures		30,499			26,309
Other assets		3,173			4,713
Total assets	$	445,091		$	663,638
Liabilities, minority interests and stockholders’ equity
Current liabilities
Accounts payable	$	16,097		$	37,248
Deferred revenue		2,336			3,553
Accrued warranty and retrofit costs		6,667			8,174
Accrued compensation and benefits		14,543			18,174
Accrued restructuring costs		10,896			7,167
Accrued income taxes payable		2,904			3,151
Accrual for litigation settlement		—			7,750
Accrued expenses and other current liabilities		14,730			17,634
Total current liabilities		68,173			102,851
Accrued long-term restructuring		3,590			5,496
Income taxes payable		10,649			10,649
Other long-term liabilities		2,575			2,238
Total liabilities		84,987			121,234
Contingencies (Note 13)
Minority interests		231			409
Stockholders’ 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, 77,760,603 shares issued and 64,298,734 shares outstanding at March 31, 2009, 77,044,737 shares issued and 63,582,868 shares outstanding at September 30, 2008		778			770
Additional paid-in capital		1,792,757			1,788,891
Accumulated other comprehensive income		19,693			18,063
Treasury stock at cost, 13,461,869 shares at March 31, 2009 and September 30, 2008		(200,956	)		(200,956	)
Accumulated deficit		(1,252,399	)		(1,064,773	)
Total stockholders’ equity		359,873			541,995
Total liabilities, minority interests and stockholders’ equity	$	445,091		$	663,638

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)

	Six months ended
	March 31,
	2009			2008
Cash flows from operating activities
Net loss	$	(187,626	)	$	(9,712	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		16,324			17,032
Impairment of goodwill		71,800			—
Impairment of long-lived assets		35,104			—
Stock-based compensation		3,394			4,543
Amortization of discount on marketable securities		19			(669	)
Undistributed earnings of joint ventures		(312	)		(223	)
Minority interests		(177	)		8
Loss on disposal of long-lived assets		70			289
Loss on investment		1,185			2,931
Gain on sale of software division, net		—			(371	)
Changes in operating assets and liabilities, net of acquisitions and disposals:
Accounts receivable		40,688			15,152
Inventories		6,522			(6,830	)
Prepaid expenses and other current assets		4,254			3,213
Accounts payable		(21,109	)		(10,469	)
Deferred revenue		(1,151	)		3,132
Accrued warranty and retrofit costs		(1,502	)		(1,145	)
Accrued compensation and benefits		(3,486	)		(5,432	)
Accrued restructuring costs		1,898			(1,378	)
Accrued expenses and other current liabilities		(2,820	)		(4,867	)
Net cash provided by (used in) operating activities		(36,925	)		5,204
Cash flows from investing activities
Purchases of property, plant and equipment		(9,091	)		(10,746	)
Purchases of marketable securities		(50,539	)		(106,944	)
Sale/maturity of marketable securities		36,735			143,805
Purchases of intangible assets		—			(75	)
Net cash provided by (used in) investing activities		(22,895	)		26,040
Cash flows from financing activities
Treasury stock purchases		—			(90,194	)
Proceeds from issuance of common stock, net of issuance costs		675			1,473
Net cash provided by (used in) financing activities		675			(88,721	)
Effects of exchange rate changes on cash and cash equivalents		(1,967	)		2,512
Net decrease in cash and cash equivalents		(61,112	)		(54,965	)
Cash and cash equivalents, beginning of period		110,269			168,232
Cash and cash equivalents, end of period	$	49,157		$	113,267

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:

	Quarter ended
	March 31, 2009						December 31, 2008						March 31, 2008
	$			per share			$			per share			$			per share
Loss from continuing operations	$	( 152,543	)	$	(2.43	)	$	(35,083	)	$	(0.56	)	$	(8,664	)	$	(0.14	)
Impairment charges — cost of revenues		20,516			0.33			—			—			—			—
Impairment charges — operating expense		86,388			1.37			—			—			—			—
Restructuring charges		5,861			0.09			4,105			0.07			2,506			0.04
Restructuring related inventory charges		3,612			0.06			—			—			—			—
Loss on investment		—			—			1,185			0.02			2,931			0.05
Adjusted loss from continuing operations	$	( 36,166	)	$	(0.58	)	$	(29,793	)	$	(0.48	)	$	(3,227	)	$	(0.05	)

	Six Months Ended
	March 31, 2009						March 31, 2008
	$			per share			$			per share
Loss from continuing operations	$	( 187,626	)	$	(2.99	)	$	(10,083	)	$	(0.15	)
Impairment charges — cost of revenues		20,516			0.33			—			—
Impairment charges — operating expense		86,388			1.38			—			—
Restructuring charges		9,966			0.16			3,106			0.05
Restructuring related inventory charges		3,612			0.06			—			—
Loss on investment		1,185			0.02			2,931			0.04
Adjusted loss from continuing operations	$	( 65,959	)	$	(1.05	)	$	(4,046	)	$	(0.06	)

	Quarter ended									Six months ended
	Mar 31,			Dec 31,			Mar 31,			Mar 31,			Mar 31,
	2009			2008			2008			2009			2008
Loss from continuing operations	$	( 152,543	)	$	(35,083	)	$	(8,664	)	$	(187,626	)	$	(10,083	)
Less: Interest income		(646	)		(897	)		(1,806	)		(1,543	)		(5,015	)
Add: Interest expense		72			126			310			198			443
Add: Income tax provision (benefit)		189			391			885			580			1,555
Add: Depreciation		3,620			4,156			4,407			7,776			8,898
Add: Amortization of completed technology		2,331			2,331			2,331			4,662			4,662
Add; Amortization of acquired intangible assets		1,993			1,893			1,787			3,886			3,472
Add: Stock compensation expense		1,870			1,524			2,534			3,394			4,543
Add: Restructuring related inventory charges		3,612			—			—			3,612			—
Add: Impairment charges — cost of revenues		20,516			—			—			20,516			—
Add: Impairment charges — operating expense		86,388			—			—			86,388			—
Add: Restructuring charges		5,861			4,105			2,506			9,966			3,106
Add: Loss on investment		—			1,185			2,931			1,185			2931
Adjusted EBITDA	$	( 26,737	)	$	(20,269	)	$	7,221		$	(47,006	)	$	14,512

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

EX-99.2

Exhibit 99.2

Q2 Fiscal 2009 Financial Results Conference Call Thursday, May 7, 2009 4:30 p.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.

Restructuring and Cost Control Reduce Pass Through from Revenue Decline $millions Q1 Q2 Change Revenues $ 73.4 $ 37.3 ($ 36.1) Gross Profit (Loss) 6.4 ( 3.7) ( 10.1) Research & Development 9.3 7.7 1.6 SG&A, continuing 25.8 21.6 4.2 Equity investigation 1.8 3.6 ( 1.8) Operating Loss before Special Charges ($ 30.5) ($ 36.5) ($ 6.0)

Driving Down Quarterly Breakeven Below Prior Target Levels Q U A R T E R L Y $ M I L L I O N S

Revenues Reflect Market Declines and OEM Inventory Holdings Management did not provide specific revenue guidance for the quarter Revenues declined by 49% $millions Q1 Q2 9 Semiconductor OEM's $ 25.1 $ 8.5 Other customers 47.3 28.8 Total $ 73.4 $ 37.3 Semiconductor 66% 65% Other markets 34% 35%

Q2 reflects over $40 million annualized cost reduction Q1 $ 73.4 ($ 30.5) Products & service revenue declines ( 35.5) ( 15.0) Manufacturing and service cost reductions 5.0 License income ( 0.6) ( 0.6) Research & development cost reductions 1.6 SG&A cost reductions 3.0 Discretionary costs in 1st quarter 1.1 Higher equity investigation expenses ( 1.8) Accounting provisions and other 0.7 Q2 $ 37.3 ($ 36.5) Revenues Profits before Special Charges

Special charges impact GAAP Net Income $ millions Q1 Q2 Comments on Sequential Trends Operating loss before Special Charges ($ 30.5) ($ 36.5) Special charges ( 5.3) ( 116.4) Goodwill & asset impairments; restructuring related expenses Interest income, net 0.8 0.6 Declining rate environment and reduced investment holdings Other expense - ( 0.1) Foreign currency fluctuations Income tax provision ( 0.4) ( 0.2) Non- cash tax provisions Minorities & joint ventures 0.3 0.1 Net loss from Continuing Ops ($ 35.1) ($ 152.5)

Loss Per Share Impact of Special Charges Impairment of Goodwill and Intangibles Severance and inventory write-offs from realignment of the company $ millions Q1 $m Q2 $m Q1 LPS Q2 LPS Loss before Special charges ( 29.8) ( 36.2) ($0.48) ($0.58) Impairment charges - ( 106.9) - ($1.70) Restructuring related ( 4.1) ( 9.5) ($0.07) ($0.15) Loss on investment ( 1.2) - ($0.02) - Net Loss ( 35.1) ( 152.5) ($0.56) ($2.43)

Cash utilization Adjusted LBITDA ($ 26.7) Restructuring cash flow ( 4.9) Net Interest income 0.6 Change in assets 5.7 Cash flow from Continuing Operations ( 25.3) Capital Expenditures ( 4.0) Currency and other ( 0.2) Net Change in Cash and Marketable Investments ($ 29.5) A reconciliation of Adjusted EBITDA to Brooks' Net Loss is included in the earnings release issued on May 7, 2009 $ millions

Critical Balance Sheet accounts $ millions December 2008 March 2009 Comments on Sequential Trends Cash and Marketable Securities 159.6 130.2 Accounts receivable, net 40.9 25.6 DSO moves out to 62 days with stronger late quarter revenues Inventories, net 109.6 98.5 Gross inventory reduction of $5.6 million; reserves increase $5.4 million Accounts payable ( 29.7) ( 16.1) Reduction from 45 DPO to take advantage of significant discount Accrued restructuring costs ( 13.5) ( 14.5) 40% of March accrual to be paid out in June quarter

Critical Solutions Segment $ millions Q1 Q2 Comments on Sequential Trends Revenues $35.9 $17.2 52% decline Gross Profit before amortization & special charges 7.7 1.0 37% flow through of revenue declines after cost reductions GAAP Gross Profit 6.7 ( 0.1) Operating Expenses 15.7 13.0 Removal of duplicate infrastructure costs Segment Operating Income ($9.0) ( $13.1)

Systems Solutions Segment $ millions Q1 Q2 Comments on Sequential Trends Revenues $22.6 $8.2 64% decline Gross Loss before amortization & special charges ( 1.6) ( 3.6) 14% net flow through of revenue declines after cost reductions GAAP Gross Loss ( 1.7) ( 5.9) Carrying surplus Extended Factory capacity Operating Expenses 11.7 9.3 Segment Operating Income ($13.4) ( $15.2)

Global Customer Operations $ millions Q1 Q2 Comments on Sequential Trends Revenues $14.9 $11.8 21% decline Gross Profit before amortization & special charges 2.6 1.4 40% net flow through of revenue decline after cost reduction GAAP Gross Profit 1.4 ( 1.3) Underleveraged global service & repair infrastructure Operating Expenses 5.9 5.0 Segment Operating Income ($4.5) ( $6.3)

Driving Down Breakeven Below Prior Target Levels Q U A R T E R L Y $ M I L L I O N S

Looking Forward Continued limited business visibility Targeting Adjusted EBITDA, "Cash", breakeven towards $70 million exiting the June quarter Inventory reduction plans our regular focus Regular cash utilization targeted at below $10 million after the June quarter

Q2 Fiscal 2009 Financial Results Conference Call Thursday, May 7, 2009 4:30 p.m. ET

Supplemental Data New segment reporting - results for past 6 quarters

Critical Solutions Group - "CSG"

Systems Solutions Group - "SSG"

Global Customer Operations Group - "GCOG"

Q2 Fiscal 2009 Financial Results Conference Call Thursday, May 7, 2009 4:30 p.m. ET