Martin Headley – EVP and CFO Stephen Schwartz – President and CEO

Edwin Mok – Needham & Co. LLC Farhan Ahmed – Credit Suisse Patrick Ho – Stifel Nicolaus Wenge Yang – Citigroup Olga Levinzon – Barclays Capital Ben Pang – Caris & Co.

David Duley

Thank you and good afternoon, everybody. I’d like to welcome each of you to the Brooks Automation, Inc.

fiscal 2011 third quarter results call. Our press release was issued after the close of markets and is available on our website, www.brooks.com, as are the illustrative PowerPoint slides to be used during our call today.

I’d like to remind everybody that during the course of the call we will be making forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. There are number of factors that could cause actual financial results or other events to differ significantly from those identified in such forward-looking statements.

And I refer you to the section of our earnings release titled “Safe Harbor Statement,” the Safe Harbor slide on our website, and to the company’s various filings with the SEC. I would also note that we’ll also make reference to a number of non-GAAP financial measures, which 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 measures.

Management believes those financial measures provide an additional way of viewing aspects of our operations but, when viewed with our GAAP results and the reconciliations to GAAP measures, provide a more complete understanding of our business. With me today is Brooks’ President and Chief Executive Officer, Steve Schwartz, who will open with some additional color, as it relates to some of the significant Brooks strategic activities, particularly providing more depth and understanding to the thinking around our acquisitions in the Life Science Systems space, the opportunities in this exciting area, and some comments on the current business environment.

I will then provide an overview of the third quarter fiscal 2011 financials and a summary of our financial outlook for the September quarter and the full fiscal year. We’ll then take your questions.

During our prepared remarks, we, will from time to time, make reference to the slides available to everybody online, at www.brooks.com, that are identified to assist in clarifying our comments. And with that, let me introduce Steve Schwartz.

Thank you, Martin. In spite of a really rough day in the markets today, we are still pleased to report to you that we made significant progress against strategic initiatives that have been implemented over the last fiscal year to drive gains in market share and profitability in our current business, to expand our technical capabilities in the high growth markets, and to drive gross margin improvements with both funds for development of additional high-value technology products and increases the return to our shareholders.

I’ll now take a moment to update you on our progress against each of these initiatives. And then I will turn the call back to Martin, so he can give you detail around the financial performance from last quarter as well as our thoughts on forward guidance.

During the last nine months, we’ve significantly transformed the company to adapt ourselves to meet our aggressive growth objectives. We’ve hired extremely strong technical talent, and we’ve boosted RD&E spending by more than 30%, directing the bulk of that increased spending toward new product development and design wins.

Year-on-year, this represents almost a doubling of the spend that is going to new product development with design win activity. We’ve divested our contract manufacturing business to instead focus our efforts on high gross margin, high-value technology applications.

We’ve targeted high growth product areas and regions of the world that have become very meaningful in terms of growth. We’ve expanded our focus to invest in non-front-end semiconductor adjacent markets, which are being satisfied by a set of customers, which include many new equipment makers that are different from those who traditionally serve front-end semi.

Our new product design wins continued to accumulate and are starting to deliver meaningful gains for us. I’ll highlight a few of the most recent achievements here.

On this call last quarter, we announced the shipment of our 10,000th vacuum robot from the MagnaTran product line. And in the June quarter, we passed another meaningful milestone when we shipped our 1,000th MagnaTran 8 vacuum robot.

Demand for our vacuum robots remained high, as we shipped MagnaTran 7 and 8 designs to nine first-time customers, representing equipment makers in six different countries. Included in this number were five new customers for the high-capacity version of the Mag 8 robot, whose unit shipments in the June quarter were more than double the volume in the March quarter.

These new Mag 8 high-capacity robot wins were shipped to customers in Taiwan, China, Europe and Japan for LED, OLED and another large substrate handling application. We also had new customer demand for atmospheric robots, as we shipped our Razor robot to two first-time customers – one in Korea and one in China – for semiconductor front-end applications, and we received orders from four other first-time customers.

In our vacuum products area, we continued to see very strong demand for our large vacuum chamber pumping solutions, which resulted in another record booking level for our Polycold product line of mixed-gas cryo-chillers. The strength of this business is largely being driven by the increase in demand for active touch-screens for tablet computers.

We also received a new order for several systems that will be used in a solar manufacturing line. We’re particularly pleased about our systems win for advanced packaging applications.

We won atmospheric systems business from a leading OEM for electrophil and PVD in next-generation backend packaging. We also delivered first shipments of atmospheric systems to two leading OEMs for 3D packaging for use in next-generation 300-millimeter production.

We won these advanced packaging applications away from two different competitors because of our ability to adapt our proven automation building blocks and quickly deliver a new concept. We are particularly keen to continue to take advantage of the opportunity in this high growth area, and we believe that this has the potential to become a 50 to $100 million business for us by 2013.

Looking to future system architectures, we shipped the first complete 450-millimeter automation system to a leading OEM. The system is scheduled to be installed in a fab later this month.

We’ve made significant investments in preparation for 450-millimeter applications and were already working on a second-generation toolset. We feel that there is a general increase in the level of 450-millimeter activity in the form of OEM inquiry and design reviews at Brooks, and we’ve invested to be in the front of this opportunity whenever it arrives.

In our global services operation, we also made significant progress by closing three multiyear service agreements that extends our reach into fabs around the world. Finally, in support of our strategy to enter into growth markets where we are advantaged, we made a significant strategic move last week when we acquired Nexus Biosystems, the leader in the minus-80-degree-C automated sample storage.

This together with the acquisition of RTS Life Sciences, which we made in April, gives us a strong headstart into the life sciences automation market. Both of these companies serve the markets for automated systems that are used for cold storage of drug compounds and the rapidly emerging market for the storage of biological specimens.

Simply put, the core capabilities that are necessary for this market are deep cooling, reliable precision robotics that work in extreme temperature environments, and sample tracking logistics – all areas where Brooks has strong technical capability. The RTS and Nexus acquisitions give us a combined installed base of more than 150 sample management systems with the automated cold storage capacity of more than 300 million compound and biological samples.

We estimate our share based on the number of installed systems to be approximately 45% of the global installed base. We include, among our customers, all 20 of the largest pharmaceutical companies and dozens of research and biotech installations.

Products are installed on five continents, and the opportunity pipeline is growing each month. At present, we’re tracking 20 sample storage opportunities around the world where we have competitive offerings.

The trailing 12-month revenue for Nexus plus RTS is approximately $48 million, and we plan to increase that run rate in 2012. While we continue to sell our existing product lines, we will simultaneously use our technical strength to supplement the strong engineering and marketing teams at Nexus and RTS to accelerate the next-generation product offerings that are being defined on the combined product roadmaps of these companies.

We’re enthusiastic about our ability to meet the next market requirements, and we believe that we’ll be able to bring offerings that will accelerate the adoption of the automated technology into a much larger market. We estimate the market for sample management at approximately $150 million with a compound annual growth rate of greater than 20%.

In addition to the aggressive market and technology investments, we’re focused on continually improving the profitability of the company to the benefit of our shareholders. In the June quarter, we kicked off an initiative aimed to improve our supply chain and manufacturing operations with the objective to decrease costs and cycle time.

We’ve enlisted the professional services of a leading supply chain consultancy, and we’ve identified programs that are important to implement in the next five quarters that we expect to deliver measurable gross margin improvements by the end of 2012 and into 2013. This is an investment that will allow us to transform not just the cost structure of the company but will also align our sourcing to better match the needs of our customers.

As you could tell, it’s been another busy and productive quarter at Brooks. In a few quarters, we’ve changed our profile and put ourselves on to an aggressive path to growth.

Some differences you’ll note include, in the September quarter, we anticipate that more than one-third of our revenue will be from markets that are different from pure front-end semi applications. We expect our gross margin to increase by more than 500 basis points over the June quarter.

After our acquisitions, our RD&E level is at a run rate of approximately $50 million per year, up from approximately $30 million in our fiscal year 2010. We’ll manage this carefully going forward, as we rationalize the combination of the recent acquisitions, but the amount is both important and adequate for what we plan in the coming year.

Our entry into the life sciences automation market has added opportunity for another $150 million market that’s growing at greater than 20% per year and has added a customer base whose combined revenue is greater than $500 billion. While we’ve been implementing this transition, we’ve continued to grow our cash balance.

As we look forward, we’re confident that we’ll have ample resources available to pursue our organic and inorganic growth plans, fund our gross margin improvement initiatives, and begin to return additional value to our shareholders in the form of a quarterly dividend. We’re energized and enthusiastic about both the near-term and long-term opportunities that we’ve created for ourselves.

We’re committed to continuing to aggressively pursue high-value business and, above all, to driving additional value to our customers and shareholders. I’ll now turn the call over to Martin so that he can provide detail about the quarter and our outlook.

Martin?

Thank you very much, Steve. Before moving into the financial results for the quarter, I’d like to first focus on our initiation of a quarterly cash dividend.

We view this as an important third leg to our shareholder value platform. The first leg is our continuing focus on margin improvements in the core business.

The initial step in margin enhancement was the significant restructuring in 2009 and the subsequent operation on our sustained variable contribution model. This has been added to by the divestiture of low-margin contract manufacturing operations and will be further enhanced by the engagements of a leading consultancy to drive meaningful future further gross margin improvements.

The second leg of our shareholder value platform is growth, and the two Life Science Systems acquisitions give us that initial step into a rapid secular growth market. With these foundations becoming readily visible, the Board of Directors concluded that the initiation of a quarterly cash dividend was appropriate.

Quarterly dividend has been declared as $0.08 per share, payable on September 30, 2011 to shareholders of record on September 9, 2011. Although we have no formal dividend policy, we expect to declare and pay a cash dividend on a quarterly basis going forward to.

To summarize the various significant events and accounting treatments that impact the presentation of the June financial quarter results, I’d refer you to slide number five. First, on April 1st, we signed and closed the acquisition of RTS Life Sciences, our first acquisition in the Life Science Systems space.

This is included for a full quarter within the Brooks Products Solutions segment. On June 28th, the contract manufacturing business, the most significant part of which was previously operated as the extended factory group, was sold to Celestica for approximately $79 million, including our – excluding our estimates of the working capital true-up.

This resulted in a 45-million gain on sale before tax and an additional 2.4 million in income taxes associated with that gain. Because we will still have significant commercial relationships with Celestica, both as a customer and as a supplier, this transaction does not qualify for discontinued operations treatment under the applicable generally accepted accounting principles.

Investors should have a clear view of Brooks without this business, since the historic results of this business will be reported as a segment in our segment realignment effective with this quarter. Historic segment results are included as an appendix to the conference call slides.

With changes in management reporting responsibilities, we have combined the former Critical Solutions group and the remaining elements of the System Solutions group following the contract manufacturing divestiture and merged these into one group, the Brooks Products Solutions group. During this realignment, we have redefined and merged our service and end-user spares businesses into a group named Brooks Global Services, and these end-user focused operations are presented as our third segment.

Finally, the quarter’s financials incorporate a $700,000 gain on the settlement by former CEO, Bob Therrien, of a Section 16 case brought in a class action suit. This represents the cash retained by the company on Mr.

Therrien’s disgorgement of certain shares. Reflecting those non-recurring gains, the diluted earnings per share for the quarter were $1.02, bringing nine-month year-to-date GAAP earnings up to $1.79.

Turning to slide number six, I’ll describe how our sequential revenues and operating profits before special charges moved from the March quarter, our second fiscal quarter, to the June quarter, our third fiscal quarter. Revenues of 186.1 million in the June quarter declined $6.6 million, or 3.4%, from the March quarter.

The biggest variable was 6.8 million, or 14%, decline in the sales of the contract manufacturing business, almost entirely as a result of reductions in demand from the OEM customer base as the larger OEMs pulled back during the quarter. The core Brooks product businesses were impacted to a much smaller extent, down 2.2% sequentially, as the diversity of customers and end markets played an important role.

The customer diversification is demonstrated by the following. Overall sale to our three largest customers in total, which reduced from 43% of sales in the prior quarter to 40% in the current quarter.

However, excluding the contract manufacturing revenues, these three OEMs in total reduced from 27% of sales to just under 25% of sales. The mix of our product sales impact the drop-through of the $2.7-million decline in product sales, which resulted in a $1.9-million reduction in profit.

There should not be any assumptions regarding the current pricing environment drawn from this impact. This was an impact of the customer profile for specific systems and components going into semiconductor markets.

A larger decline in higher margin product families and a reduction in intellectual property license royalties. Revenues increased by $2.2 million from the Life Sciences Systems business.

This amounted actually about $1 million less than the revenues that would normally have been reported for the activity undertaken as a result of purchase accounting adjustments. The business was breakeven before any of the various purchase accounting adjustments.

The quarter was impacted by exceptional product warranty costs of $800,000 in our products business. Causal factors are understood and continuous improvement program actions implemented to minimize future impacts on customers and return us on the path of improved warranty failure rates that we have been successful in achieving over the past 18 months.

Moving to the Brooks Global Services business, we secured additional growth of $700,000, on which we drove $500,000 of incremental profits. The additional business was mostly in Japan, as we assisted the end-user customer base in recovery following the March natural disasters.

There was a further increase in the rates of engineering investments, as the research and development expense for the Brooks Products Solutions business increased by $600,000 on a sequential basis, while our overall operating costs improved by $700,000, mostly from reduction of stock compensation and other variable compensation expense. Turning to page seven, you’ll see the impacts of these various items on the above-the-line income state captions.

Gross profits declined sequentially by $4.3 million, reflecting a reduction in gross margin rates of 120 basis points from the mix and warranty expense challenges previously discussed. Research and development spending increased with our continuing commitment to be a leader in innovation in our markets.

Excluding the contract manufacturing business, our R&D spend rate for the remainder of the business was 6.6% of sales. Selling, general and administrative expenses reduced by $0.5 million on a sequential basis, with stock compensation and variable compensation cost benefits offsetting increased overhead expense from acquiring RTS.

Operating income before special charges declined sequentially by $4.3 million, to 22.6 million. Excluding contract manufacturing, the operating income before special charges would have been $20.6 million, a 14.3% operating margin rate and only an absolute sequential decline of $2.4 million.

Slide eight shows the below-the-line impacts of increased special charges by $200,000 from purchase accounting adjustments related to the RTS acquisition, the after-tax gain of $42.6 million from sale of the contract manufacturing business and the $1 million increase in other income, including the gain on the Section 16 settlement. Income taxes were relatively flat, but strength in our joint venture operations more than doubled that contribution to $900,000 in the quarter.

Adjusted diluted earnings per share were $0.36 in the June quarter, down from $0.41 in the March quarter. Turning to cash flow, we generated $29.5 million of adjusted EBITDA.

From a Reg G perspective, please note that the adjusted EBITDA reconciliations to GAAP measures are provided as a supplement to each of our quarterly earnings releases and also included in our filed Form 10-Q. We incurred $1.1 million of restructuring cash flow.

Most of that cash flow related to a building lease where we made the final payment in July. Moving forward, restructuring will all be related to integration of the recent Life Science acquisitions.

Accounts receivables reduced by $6.6 million benefiting cash flow, but inventory and accounts payable movements offset this benefit. Capital expenditure requirements continue to be modest, $1 million during the quarter, and M&A activity netted $76.7 million of cash.

With that, cash and marketable securities increased by 103.9 million over the quarter. Briefly looking at that the most significant operating balance sheet accounts, as identified on slide 10, that cash flow for increased cash and marketable securities to 282.4 million, and includes those securities classified as long-term on our balance sheet, which are nevertheless freely marketable and can thus be considered readily liquid.

Of course, over $90 million of this cash was utilized in July for the Nexus Biosystems acquisition. Accounts receivable of $82.5 million represented 52 days of sales, adjusting for the impact of the contract manufacturing business.

Reductions in both inventories and accounts payable reflect the assets and liabilities divested in that transaction. Our working capital velocity improved by 50 basis points to 16.7% of annualized quarterly sales, largely from – improved from the previously mentioned improvement in accounts receivable collection and the timing of the payroll cycle.

Slide number 11 demonstrates the impact of the continued focus on both the balance sheets as well as the income statement with result in comparable return on invested capital in both the March quarter and the June quarter at annualized rate of approximately 40%. In the next two slides, I will briefly cover our sequential segment operating performance for the core business and services.

On number slide 12, we review the sequential results of our Brooks product solutions business where sales of pumps and robots into the semiconductor and data storage markets were in decline, but largely offset by growth into industrial markets from our mixed gas cryochillers and the $2.2 million of Life Science revenues from the RTS acquisition. Overall for the company as a whole, sales to semi markets were down to 78% of total revenues in the quarter.

Gross margins in this segment were adversely impacted by high levels of intangible amortization following the RTS acquisition and additional product warranty costs that we discussed previously. Sequentially, gross margins were down 180 basis points.

We increased engineering from our core products and also took on board the additional RTS operating cost infrastructure. Segment operating income declined with this additional overhead structure to 17.5 million or 14.5% operating margin rate.

The point of comparison, though, this is a comparable margin rate, so that’s achieved by the segment in the June quarter of fiscal 2010. The Brooks Global Services results are set out on slide 13 and show the impact of a double-digit pump service growth, mostly in Japan.

The addition of resources to handle future anticipated repair growth offset the variable contributions from the revenue growth. The improvement that would have been driven in this business are best illustrated by comparing the 35% gross margins in the quarter with the significantly lower 27.2% gross margins that this business returned in fiscal 2010.

With a low level of corporate allocations for variable compensation programs, the business reported 3.5 million in segment operating income with an operating margin rate of 15.6%. Looking forward, I’m going to refer listeners to slide 14 where we’ve laid out the components embodied within revenue guidance of between 132 and $140 million for the September quarter.

This guidance reflects recently declining business conditions and order bookings in the June quarter which excluding Life Science Systems orders were down 2.3% quarter-over-quarter. Within our guidance is an estimate of core business revenues.

And for this, first, I define core business as Brooks Product Solutions and Brooks Global Services but excluding the Life Science acquisitions. Core business revenues are anticipated to be between 125 and $130 million as compared to $141.6 million in revenues for the June quarter.

In projecting this 5% to 12% revenue decline, we’ve incorporated an assumption of a 15% to 25% decline in wafer front-end business. Our market diversification and market share growth are the critical factors that reduced the full impact of this industry decline on Brooks.

Projection is lower than we anticipated as recently as three weeks ago, as major OEMs have guided downwards and our booking slowed. We anticipate that the Life Science Systems acquisitions will provide between 6 and $8 million of additional revenues for the quarter.

This estimate reflects the mid-quarter acquisition of Nexus Biosystems the impact of purchase accounting and a seasonal aspect of this business. Slide number 14 shows how the revenue guidance translates into margin and earnings guidance.

Pro forma margins, excluding the contract manufacturing business, for the June quarter were 36.8%. We anticipate the September quarter margins will likely be comparable as we will have some fixed overhead absorption headwinds from reduced activity levels, and surplus capabilities in the Life Science Systems business, prior to the completion of integration activities.

Operating expenses are expected to be in the range of 32 to $37 million with the operating expenses of the acquired businesses exceeding expenses of the divested business. This guidance also reflect some uncertainty around the timing of cost reduction activities such as the removal of duplicative costs in the Life Science Systems business.

The earnings guidance also incorporates a benefit from income taxes; certain liabilities are likely to reverse on the expiry of applicable statutes. Rolling this altogether, our earnings guidance is for adjusted earning, diluted earnings per excluding non-recurring items and special charges of between $0.24 and $0.30.

With that I’ll now turn the call over to question. So, thank you.

Hey, thanks for taking my question and congrats for the acquisition you have done and the movement on the company. So I have a few questions first on the offering expense.

If I take what you said, 6.6% of your business excluding contract manufacturing was your R&D in last quarter. That I got to around $9.5 million in R&D.

Is that the run rate excluding the Life Science business? I just want to make sure I got that correct.

The run rate is excluding the Life Science business is going to exit the year at $10 million or about $40 million annualized run rate.

I see. And then on the OpEx guidance that you guys provided, right, how much – does that account for full quarter of Life Science expenses, or do you expect to have a high expense, you know, beyond that, given that it’s not a full quarter?

This is where we have got country items going. This guidance includes only two-thirds of a quarter for the Nexus Biosystems part.

But it also – we will be undertaking some integration activities that will reduce operating costs. The timing of that creates uncertainty.

Because of that, though, we will see that the operating expense would likely reduce going forward.

I see. But you mentioned the timing play some uncertainty.

So if you don’t have two-third of the Life Science expense on the September quarter, if everything stays unchanged, the implied December quarter could be higher, right?

It would imply that but we will be taking actions. The final timing of those actions is no determined at this time.

Okay, that’s helpful. I have a question around booking.

Bookings actually went up sequentially in the quarter; can I ask what drove the increase in bookings?

Bookings increased we have Life Science bookings in that and so that offset the reduction elsewhere.

I see. So, mainly, Life Science.

Great. Since we are on Life Science, I guess, I have two questions, first is, can you describe the kind of the margin profile of that business now that you have both RTS as well as the new acquisition in combination, if you can describe that?

And then I think you guys talked about this, CAM being $150 million growing in the 20 plus percent CAGR. Is it just a function of how fast you can penetrate a market, or do you actually have to develop more product for you to fully address this $150 million CAM?

I’ll start with the margin first. The margin of the business currently, even with some duplicative resources, is in the low 40s.

We clearly believe this has the potential to be a 50% kind of margin business before amortization. We don’t yet have all the final purchase price allocations to know how much margins will be impacted by amortization so I would suggest to you at this point that you think about this businesses being a mid-40s margin business and that we will be in a position certainly by the next conference call to give much more refined guidance.

And Edwin, on the marker size, it’s around $150 million, by our estimate, right now, which is made up of literally the sale of systems, pretty significant amount of consumables, if will you, the plastic storage vials and containers, and the services that go into the servicing of the automated systems but in terms of expanding the market, there is a significant amount of storage of compounds and biological samples that are done in manual freezers today, and a next-generation of product offering we think can accelerate the overall market conversion from storage and manual systems into automated tools.

I see. Very helpful.

And then one last question. You mentioned around $50 to 100 million opportunity for the packaging events, packaging for the market.

Are you guys selling into that market right now or if you can what is your business in that market, right now is that all incremental?

We are selling into it right now and a very low levels, Edwin, so you can think about those as pretty much all incremental. I mean, it is kind of million dollars a quarter maximum size currently.

I see and is that mostly on the system side or was it mostly on robotics how do you think about what kind of product go into that?

It’s a mixture of both kinds – it’s a mixture of both kinds of products depending upon the customer application, there are those that have systems that just want to robotics. There are other customers that need a complete atmospherically potentially in vacuum solution.

Great. Thanks.

That’s all I have.

Hi. This is Farhan Ahmed calling for Satya.

I had a question regarding your 450 millimeter, you mentioned that you’re shipping that system this quarter and actually end of this month. So just wanted to talk a little bit more about it.

Can you provide some color on how you’re seeing the 450 millimeter transition and what do you – what are you expectation for this year and next year?

Sure. So we shipped the 450 system already, it will be that we shipped to an OEM and the completed system the completed tool will be installed in the fab later this month.

So we previously shipped the 450 millimeter system. It would be tough to speculate about when the market will take off.

There is an increased level of activity from our customers, people who are interested to know how far along we are in 450 millimeter automation capability and we’re quite ready, I think it will be years anyway before this is a large and meaningful market, but as we mentioned, because we’ve already started to ship a tool, we anticipate that in 2012 we will be shipping more 450 millimeter systems to providers of process who need a system to begin to work on for development at 450.

Okay. And this 450 millimeter the fab later this month starting its basically a customer site not OEM location, is that correct or is it a OEM location?

Yeah. Our understanding is that it’s going into a site that’s capable of running process that’s not an OEM facility but literally a fab created for this purpose.

Okay. Got it.

And is it like a metrology tool or can you talk about like is it like a vacuum tool or a metrology tool. Just want to get an understanding on where – is it like at a very early stage or are people already at a stage where they are building the tool?

It’s a process tool. It’s not metrology, but that’s what we know.

Okay. Thank you.

And one more question is regarding your acquisitions, so you did two acquisitions on bio science side already, do you see that would you continue looking for more or do you think like you are at a point that you would just start focusing on the business that you have already acquired?

Will likely be both. We are in conversation with a number of companies right now, but we are also very focused on the continued product development of the products that exist in the two acquisitions.

So you will see likely both from us.

Okay. And just one last question regarding that.

In terms of your synergies for the businesses that you’re acquiring, I think like most of it would be like product synergies and just want to get an understanding on when do you see that some of the core products or some of the technologies that you have in Brooks Automation core businesses being implemented on the acquisitions that you have made? Is it going to be a long time in the quarter, how you can get – how much commonality is there basically?

Yes, so we have – we forecasted into the development activities that we will put some critical recourses from Brooks in a combined product development effort with the teams that exist from Nexus and RTP. So that’s already something contemplated even before we were close with the Nexus acquisition.

And there are also some components of the existing Nexus products that we’re in a position to build our Polycold facilities as well. So there will be increasing levels of synergies over the course of the year.

Okay. But in terms of – you don’t have already – is there like a clear timeline you could say like you expect like a product that would – that you have currently to be used in the other market like in next one year or is that how we should think about it or is it going to be longer term?

Just roughly we’d anticipate that we would have completed units that customers could begin to test sometime in 2012.

Okay. Thank you.

And one final question. Regarding the LED market, is that something that your account in your semi business or is it something that you...

No, LED is not included within our semi business. That’s an adjacent market for us because we believe the dynamic with general illumination is somewhat different in the longer term.

And how are you seeing that – how did you see the demand that in market? We saw a lot of announcements, announcements on multichamber systems recently, and in your last call you had highlighted that that was one of the areas which was kind of slow for you because you didn’t see that option.

As fast as you had anticipated. That something you are considering now?

Can you comment on that?

I will just continue to say maybe the pace is disappointing. It is progressing but the pace is disappointing by our original standards.

Okay. Thank you very much.

Thanks a lot. Martin, first, a quick housekeeping question.

On the purchase accounting impact as well as the litigation settlement, am I right to assume that those are in the SG&A line?

The settlement of the litigation is within other income.

Okay.

The purchase accounting impacts – the step-up adjustments of about 400K – they’re in the gross margin line, and the amortization impacts are in the SG&A.

Okay. Great.

That’s helpful. Thanks a lot.

Just going to your core business on the semiconductor side of things – given that obviously there’s a lot of negative sentiment out there right now, how prepared are you as a company should the environment turn and some of your OEM customers require a quick turnaround, again, if business conditions turned more positive in the quarter?

I think we’re very well positioned because at this stage we’ve made nothing that impacts our capacity because of the other elements of our business that are going well. So we’ve shown that we can flex.

And I think we’d be in a very good position, if other elements of our business show a much stronger situation. And you’re right to comment it’s a very unclear situation.

Whilst we’ve seen generally a negative trend, I can say that equally we’ve seen suggestions of some CapEx pick-up from OneSource as well. So it’s just the uncertainty of macroeconomic conditions at the moment cause us to, perhaps, look more on the pessimistic side, but there could well be opportunities for an upside as well.

But those are not baked in our guidance.

Okay. Great.

And then I guess I was just looking also at like – because there has been a lot of movements obviously with your divestiture as well as the acquisitions in the Life Sciences business, it was just harder for me to look at the inventory to see if you guys were, I guess, prepared for any quick turnaround. So it sounds like you guys are flexible.

I have more inventory than I would absolutely like for a quick turnaround. So that’s not a problem, Patrick.

Okay. Great.

Going to the Life Sciences, I know it’s really early in the strategy for you guys. But just looking at how you’ve now broken down your businesses between product and services, could there be a lot more synergies in terms of the integration on the Services side or is that something where over the long term you’re going to have to need to keep separate kind of Services group for your respective businesses or do you see that as a bigger opportunity in getting some of the costs down in one of the segments?

I think that is an interesting and attractive synergy. That’s maybe not a day-one or day-90 or maybe even a day-180 synergy.

But certainly, in the not too far distant future, after training, the utilization of our global capabilities is something we ought to be able to leverage off of. So it’s not something I bake into thinking, as I say, for maybe the first two or three-quarters, but it’s something that’s very interesting to us beyond that and particularly in areas where frankly smaller organizations, companies like Nexus and RTS, who maybe struggle to be as responsive as we could be with the feet on the ground that we have.

Great. Thanks a lot, guys, and good luck.

Thank you.

Hi. Thank you for taking my questions.

Couple things, for life science, just want to get your view on what’s the steady state quarterly numbers. I was looking at around 15 million in terms of revenues and close to high 40s in gross margins.

Is that a fair assumption?

Well, we’ve said that 48 million trailing 12-month revenues. It’s 20% kind of growth.

So, I would be saying we’re not too far off with that 15 million. There is a degree of seasonality to the business, because a portion of the business is either grant funded or funded through government programs around the globe.

There is a tendency for that to be a cycle whereby the actual shipments, and therefore the larger part of the revenues get recognized in the fourth calendar quarter i.e. our first fiscal quarter.

So you might see that being tend to be on average the higher revenue quarter for us. And I wouldn’t disagree with you kind of your margin observations.

Okay. In terms of integration efforts, how much do you think you could cut in terms of OpEx after you fully integrate the two acquisitions into the operation?

I believe there could be – it isn’t just operating expenses. It is our total infrastructure, duplicative expenses.

We’ve got some fairly significant goals. I don’t think I would want to specifically talk about those at this juncture, given the nature, the early type nature and the early timeframe we are at, and the impact that our employees ought to hear this first us rather than from other parties.

What we’re suggesting is if you think about this business, probably having something of the order of a $5 million amortization burden, and being break even after that amortization burden. I think it gives you a pretty good idea as to what the – that it’s basically at the moment, even before restructuring, a 10% margin business excluding amortization.

And we think it can be significantly more than that, both from integration efforts as well as from leveraging growth.

That’s helpful. In terms of the dividend, at this stock level, I would – someone could argue that it could be better choice of cash usage by buying back some of the stock.

Just want to hear your approach on how to contemplate buyback versus dividend and how they come up with the decision to tissue the dividend instead of buyback.

It’s really a board decision. I would say that the factors that come into play are a dividend is rewarding the shareholders going forward, not necessarily rewarding the shareholders exiting.

I would also say that our observations that timing of any buybacks is very difficult to optimize, and seems to be a difficulty in getting that right timing. And we felt that it was just an important part of the shareholder return premise was that a dividend return is highly favored and tends to drive significant shareholder value in the long-term, and we’re looking for long-term shareholder growth.

Okay, just a couple of clarifications. The dividend is going to be quarterly based, right?

Yes.

And also, when you made a comment on 450, when did you say that the shipment will happen for the first fab related shipments?

When we ship the 450-millimeter system already, our understanding is that it will go from the OEM. It will be shipped into a fab this month.

Okay, that’s helpful. Thank you, gentlemen.

Thank you.

Hi, this is Olga. Thanks for taking my question.

I wanted to probe a little bit more on some of the adjacent markets, excluding the Life Sciences business. You mentioned that it’s going to be a third of your revenues coming into the September quarter.

Can you – so that we can compare the trajectory there, can you help us – can you discuss what the revenue run rate was or the range in the first half of the year and how you see that trending beyond the September quarter?

Olga, give us just a second here.

What we’re talking about is that our industrial business, which if I look at this excluding our contract manufacturing business, in the current quarter is about 15% of our business. That will trend upwards from continued strength in the Polycold businesses.

That’s where the vast majority of those mixed gas cryo-chillers are regarded as industrial shipments in the way that we classify things. We also see an uptick in our MEMS business.

That’s kind of been running at a 3% or so of sales, excluding the contract manufacturing business, to have a potential for ticking up into the 4, 5% range. There’s growth in LED as well, which will probably double in size from its current size.

And so, it’s those areas where we see the growth filling in for the semiconductor declines.

Got it.

And Olga, we do include the Life Sciences as part of the non-semiconductor portion.

Yeah.

Got it.

And as well, our actual semiconductor business will not decline as much as our overall view of what will happen with the wafer front end market, because we know that there are certain OEMs with certain projects that are – have already placed orders, we’re already building product, and they’ve no intention of canceling. So, although we talk about a 15 to 25% decline in semiconductor, we don’t believe we’ll see that level of decline in our semiconductor business.

And then regarding your comments on the Life Sciences business, you mentioned that on an installed basis, it’s actually – the market share was around 45%. It seems like the 45 to 50 million run rate is only about a third of the TAM that you talked about.

Can you talk about what the disconnect there is and how – was there some incremental share loss over the last year, and how you see that trending forward?

Sure. So we – again, our estimate is 45% of the units that are installed.

There’s a very significant portion of the revenue associated with bio and compound storage that’s related to consumables and to services business. And so we have some consumables business, it’s pretty significant.

I would say in the acquisition of Nexus, we’re of the order of half the revenue is systems related, half – and then pretty significant part of rest of it is consumables and services.

Okay. And then just a housekeeping question.

What sort of tax rate are you embedding in the September quarter guidance and how should we think about that heading into December?

Okay, in the September quarter guidance I’m embedding a tax benefit of about $2 million from the items I referred to in my prepared comments, liabilities that will no longer be required by expiring statute. For the full year 2012, in fact, we kind of refined our thinking.

We would anticipate a 3 to 4% tax rate being applied for every quarter through the year even if we released the valuation allowance during the course of the year. So you can model that there will just be a tax rate of 3 to 4% in fiscal ‘12.

Got it. Thank you.

Okay.

Thanks for taking my question. Just a couple of questions on the Life Sciences, you talked about – kind of the overall gross margin, 40%ish range.

But is there a high and a low because you’re selling consumables and things like that what’s the lowest gross margin product that we would to have worry about in that area?

You know, I wish could I tell you with great exactitude, but these are young entrepreneurial companies where that granularity is a little missing at the moment, as one of the enhancements we have to bring to business. And the very thorough due diligence we did, we could get comfortable about the business as a whole, but I couldn’t answer that granular question today.

I would hope that in six months I am definitely able to answer that then.

Okay. And then kind of a similar type of question as a follow-on to a previous one, the 150 million opportunities how much of that is systems versus consumable?

So Ben, again, these are our estimates. I’d say something just less than 100 at the systems level, and the remainder would be consumable and service.

Okay. And the final question is on the semiconductor side.

You talked a little bit about what the business conditions are and things. Are you concerned about the inventory level of your products at your customers, or you think you have pretty good visibility at this point?

We clearly, in an environment such as this, take an extra level of interest in that very question. And what we have found is there is very little of our inventory at the OEM level.

So we’re in a position that when we’re not being swung by the additional OEM inventory holding issue that can come into play for subsystem suppliers.

Okay. And between the subsystems and the automation product and the semiconductor, are they both going down at about the same rate?

Sorry, Ben, one more time.

Would you repeat it? Yeah.

I guess, if I look at you like your robotics – your traditional robotics pool automation versus your pumps and stuff, are they kind of going down at the same rate?

Yes, very similar rates. What we’re finding is the components have gone down more than our systems because we have components that are going to the larger OEMs who don’t take our systems, but incorporated them into their own systems, and as we suggested those larger OEMs as compared to some of our smaller OEMs have actually seen a steeper downturn.

Thank you very much.

Okay.

Yeah. Thanks for taking my question.

Just a clarification. I think when you sold the contract manufacturing business, you gave guidance of – at that point, you roughly thought your revenue would be flattish in your September quarter, and how you got there was down in semi, offset by some life science and some other markets.

And now I think the midpoint of your guidance range is down about 6 million from that core business. Is that kind of the incremental Delta since you sold the contract manufacturing business at only about 6 million in your semi business?

That really represents the additional downturn in semi that we’ve seen over the last three weeks, yes, David.

Okay. Good.

I just want to make sure I remember – recollected how the guidance came about before and what it means now.

What it means is, the three weeks have seen a significantly bleaker picture for semiconductor than we had imagined for the current quarter.

Yeah. It seems other companies have a larger impact from those three weeks.

Yeah.

So, congratulations on it being a fairly small impact for you. One of the – two other questions from me is, and I think you already mentioned it, roughly what is the overall chiller revenue or whatever or however you want to describe the Polycold product or if you could just give us an idea of the size of that business, and I think you give us a percentage but I didn’t – I wasn’t sure what it meant before?

Okay. That business is currently running at 50 to 55 million in revenues, David.

So – and that roughly represents a doubling of its run rate as compared to six to nine months ago.

That’s an annual run rate.

Yes.

Okay. And then you mentioned warranty expenses and whatnot.

Will there be an impact going forward from that, or are we done with those incremental warranty expenses?

I would certainly hope we’re done with them at the level they are. I think the reality is when you get warranty situation such as this, there’s a little bit of leakage on a continuing basis, but I don’t see anything like the 800k impact that we saw in the products business this quarter.

This is an area of focus, and will be increasingly an area of focus. Just to give you the – we have been continuing to improve the warranty rate of our products, and with the failure rates have been increasingly declining, they were actually reached the low in the March quarter and this came back, but it came back to levels that are still lower than where we’d have them historically.

I believe that we should continue to – because you have a catch-up when you have an increase in the failure rate. So you won’t have that impact going forward, even if we were to stay at the failure rate, if it happened in this quarter, you wouldn’t have the same charge to the quarter.

Because you kind of overshot the charges.

Yes.

Okay. Got you.

Thank you.

Thank you.

Okay. Thank you very much, operator.

We thank you all for your interest in Brooks on what’s been a very grisly day on the markets, and we trust you see an opportunity with Brooks. Thank you very much.