SI
SI
discoversearch

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor.  We ask that you disable ad blocking while on Silicon Investor in the best interests of our community.  If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.
Technology Stocks : PRI Automation (PRIA) -- Ignore unavailable to you. Want to Upgrade?


To: James Calladine who wrote (1185)10/24/2001 8:21:15 AM
From: Proud_Infidel  Read Replies (1) | Respond to of 1214
 
Brooks And PRI To Merge, Creating Semiconductor Industry's Leading Supplier of Automation Systems, Software and Services
CHELMSFORD & BILLERICA, Mass.--(BUSINESS WIRE)--Oct. 24, 2001--Brooks Automation Inc. (Nasdaq: BRKS - news) and PRI Automation, Inc. (Nasdaq: PRIA, TSE: PRJ) today announced a definitive agreement under which Brooks will acquire PRI, creating the leading supplier of semiconductor automation systems, software and services, with pro forma annual sales for fiscal year 2001 (ended September 30, 2001) of approximately $700 million. With complementary technologies, products, distribution channels and customer relationships, the combined enterprise will be uniquely positioned to offer customers fully integrated, end-to-end solutions through a single provider, enhancing their ability to bring advanced semiconductor products to market more quickly and cost-effectively.

Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, PRI shareholders will receive 0.52 shares of Brooks stock for each PRI share held, representing a value of approximately $380 million net of cash. Following completion of the transaction, which is expected to occur during the first quarter of 2002, the combined company will be 61% owned by Brooks shareholders and 39% owned by PRI shareholders. The transaction is expected to be accretive to Brooks' earnings in fiscal 2003, the first full fiscal year following completion, reflecting expected operational synergies of more than $20 million.

Robert J. Therrien, President and Chief Executive Office of Brooks Automation, and Ellen B. Richstone, Brooks Automation's Chief Financial Officer, will hold the same positions in the combined company, which will be known as Brooks-PRI Automation, Inc., and headquartered in Chelmsford, Massachusetts. Brooks-PRI's seven-member board of directors will consist of all five current Brooks directors and two PRI directors including Mitchell G. Tyson, President and CEO of PRI.

``Brooks-PRI Automation will be exceptionally well positioned to enhance the productivity of semiconductor manufacturers as they drive for faster time to market with next-generation products,'' said Mr. Therrien. ``Our customers will benefit from doing business with a global company that can provide the hardware, software and professional services required to manage every wafer move in the fab. Our industry expertise in terms of products, people and intellectual property will be unsurpassed, and we will have the strategic, operational and financial strength required to build long-term value for customers, employees and shareholders.''

``I am tremendously excited about the creation of Brooks-PRI Automation,'' said Mr. Tyson. ``The semiconductor fab of the future will need to be highly flexible, efficient and intelligent. It must be fully automated to optimize the flow of material and information. No company will be better able to capture this market opportunity, help drive the transition to 300mm, and build shareholder value.''

``No semiconductor manufacturer today can hope to succeed without a highly integrated fab automation solution,'' said Dan Hutcheson, President of VLSI Research Inc. ``This acquisition brings together two great automation companies who have longed shared this vision. Now, no other company can deliver on integrated automation like Brooks-PRI.''

Completion of the merger is subject to shareholder and regulatory approval and customary closing conditions.

Brooks was advised by Credit Suisse First Boston Corporation with regard to the transaction, and PRI was advised by MorganStanley.

Conference Call Information

A conference call to discuss this announcement is scheduled for today, Wednesday, October 24, at 8:30 a.m. Eastern time. The dial-in telephone number is 800-811-7286, password 419676. International callers only should dial 913-981-4902. A replay of the call will be available at 888-203-1112, password 419676, from approximately noon, Eastern time, on Wednesday, October 24 until 8:00 p.m. Eastern time on Tuesday, October 30. International callers can access the replay at 719-457-0820.

About PRI Automation

PRI Automation, Inc., headquartered in Billerica, Massachusetts, is a leading global supplier of advanced factory automation systems, software, and services that optimize the productivity of semiconductor and precision electronics manufacturers, as well as OEM process tool manufacturers. PRI is the only company to provide a tightly integrated and flexible hardware and software solution that optimizes the flow of products, data, materials and resources throughout the production chain. The company has thousands of systems installed at approximately one hundred locations throughout the world. For more information visit PRI online at www.pria.com.

About Brooks Automation

Brooks Automation is a leading supplier of integrated automation solutions for the global semiconductor, data storage and flat panel display manufacturing industries. As an established market leader in hardware and software automation, Brooks Automation continues to pioneer ``best-in-class'' technologies that outperform their competitors from vacuum and atmospheric robots, cluster tool platforms and modules, ultra-clean mini-environments for isolating processing equipment and wafers to factory and tool automation software and integration services. Both OEM and fab customers leverage Brooks Automation's products and services to optimize total fab performance in dynamic manufacturing environments. The Company has ISO 9001 certification, is headquartered in Chelmsford, MA and has direct operations in the United States, Canada, Europe, Japan, Korea, Taiwan, Singapore and China. Brooks Automation's web site is www.brooks.com.

``Safe Harbor'' Statement Under the Private Securities Litigation

Reform Act of 1995

The foregoing discussion contains forward-looking statements related to the anticipated benefits, operational efficiencies and future financial results of the merger of Brooks Automation and PRI Automation. Brooks Automation and PRI Automation cannot guarantee that the merger will be completed due to the risks and uncertainties relating to their ability to secure necessary regulatory and shareholder review and approval and to satisfy the other conditions to the closing of the merger. Even if the merger is completed, the forward-looking statements involve additional known and unknown risks and uncertainties including, without limitation, risks relating to the ability of the companies to integrate in a cost effective, timely manner without material loss of employees or customers, the companies' dependence on the cyclical semiconductor industry, the companies' dependence on relatively few customers for a significant portion of its revenues, the companies' reliance on sales to OEM customers and the lengthy sales cycles of those customers, the companies' ability to continue to successfully develop and market new products and product enhancements on a timely basis, the highly competitive nature and rapid technological change that characterize the industries in which the companies compete, the risk of recently initiated securities class action litigation against PRI Automation being settled on an unfavorable basis to the combined company, and other risks and uncertainties described in the companies' reports and registration statements filed with the Securities and Exchange Commission. As a result, there can be no assurance that the combined or individual companies' future performance will not be materially different than projected. The companies also operate in an industry sector where securities' values are highly volatile and may be influenced by economic and other factors beyond the companies' control. The forward-looking statements contained herein speak only of the companies' expectations as of the date of this press release. The companies expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in the companies' expectations or any change in events, conditions or circumstances on which any such statement is based.

Investors and security holders are advised to read the joint proxy statement/prospectus regarding the transaction described in these materials, when it becomes available, because it will contain important information. The joint proxy statement/prospectus will be filed with the SEC by Brooks and PRI. Security holders may obtain a free copy of the joint proxy statement/prospectus, when it becomes available, and other related documents filed by Brooks and PRI at the SEC's Web site at www.sec.gov or at the SEC's public reference room located at 450 Fifth Street, NW, Washington, DC 20549 or at one of the SEC's other public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. When available, the proxy statement/prospectus and the other documents may also be obtained by contacting either company. Brooks, PRI and their respective officers and directors may be deemed partipants in the solicitation of proxies from their respective stockholders with respect to the transaction contemplated by the merger agreement. The joint proxy statement/ prospectus will contain important information about the persons soliciting the proxies relating to the merger and their interests in the transactions.

--------------------------------------------------------------------------------



To: James Calladine who wrote (1185)11/20/2001 8:20:18 AM
From: Proud_Infidel  Read Replies (1) | Respond to of 1214
 
PRI Automation Announces Q4 and Fiscal Year 2001 Financial Results
BILLERICA, Mass., Nov. 20 /PRNewswire/ -- PRI Automation, Inc. (Nasdaq: PRIA - news; Toronto: PRJ - news), a global leader in advanced automation systems, software and services for the semiconductor and precision electronics industries, today announced financial results for the fourth quarter and fiscal year ended September 30, 2001. The Company also reported its fourth quarter transition from its historical accounting method (``shipment method''), under which PRI recognized revenue from factory automation systems upon shipment to customers, to the new method required by the Securities and Exchange Commission Staff Accounting Bulletin No. 101 (``SAB 101''), under which the Company defers revenue until final customer acceptance is received.

Pro forma net revenue, loss per share consistent with previous guidance

For comparative purposes, PRI also reported its pro forma results reflecting revenue under the shipment method and before special charges. Pro forma net revenue for the fourth quarter of fiscal year 2001 was $59.2 million, a decrease of 26 percent from $79.7 million in the fourth quarter of fiscal year 2000. Pro forma net loss for the quarter was $10.8 million, or $0.42 per diluted share, compared with pro forma net income of $1.5 million, or $0.06 per diluted share, in the fourth quarter of fiscal year 2000. PRI's cash balance at September 30, 2001 was approximately $59 million.

PRI's pro forma net revenue for fiscal year 2001 was $320.4 million, an increase of 5 percent from $303.9 million in fiscal year 2000. Pro forma net loss for the fiscal year was $33.3 million, or $1.32 per diluted share, compared with pro forma net income of $17.4 million, or $0.68 per diluted share, in fiscal year 2000.

SAB 101 results and special charges

PRI adopted SAB 101 in the fourth quarter of fiscal year 2001. The Company has reported its results for fiscal year 2001 with SAB 101 implemented as of October 1, 2000 and recorded $5.7 million or $0.23 per diluted share in the first quarter to reflect the cumulative effect of the application of SAB 101. A table with quarterly performance under SAB 101 is included for purposes of comparison with historical results (shipment method).

On a SAB 101 basis, PRI's net revenue for the fourth quarter of fiscal year 2001 was $49.1 million and net loss before special charges was $16.7 million, or $0.66 per diluted share. PRI recorded special charges of $25.0 million in the fourth quarter for provisions for warranty and contract losses, inventory write-downs, employee severance and facilities exit costs.

Net revenue under SAB 101 for fiscal year 2001 was $268.6 million and net loss before special charges was $51.9 million, or $2.05 per diluted share. Special charges for the fiscal year ended 2001 were $41.4 million.

PRI continuing to execute on its strategy for downturn

``PRI's fourth quarter results were in line with the guidance the company provided in July 2001, and reflect continued weakness in the semiconductor market,'' said Mitch Tyson, president and CEO of PRI Automation, Inc. ``Gross bookings for the quarter were $25 million. PRI's backlog at September 30, including SAB 101 deferred revenue and long-term contracts, was $151 million.

``We haven't seen any signs of an upturn, and clearly the full-scale transition to 300mm has been delayed. However, based on conversations with customers, we believe that the market may be bottoming out,'' Tyson continued. ``Semiconductor manufacturers are proceeding with evaluations -- they don't want to be caught unprepared when the upturn occurs. And we're continuing to work closely with these companies to help them plan for the future.''

PRI continues to execute on its three-pronged strategy for the downturn: to complete the development of next-generation products that offer higher performance for customers and higher margins for PRI; to prepare the company's manufacturing operations for high-volume production; and to continue its cost-reduction programs including headcount reductions, salary reductions, furloughs and overall cost management. ``These programs are designed to enable PRI to weather the downturn and emerge as a stronger, leaner organization,'' said Tyson. ``Based on our current estimates for the first quarter, pro forma revenues under the shipment method should be in the range of $46 to $49 million while GAAP revenues and EPS under SAB 101 should be in the range of $50 to $55 million with a loss per share of $0.24 to $0.29.''

Brooks Automation's pending acquisition of PRI Automation

On October 24, 2001, Brooks Automation and PRI Automation announced a definitive agreement under which Brooks will acquire PRI, creating the leading supplier of semiconductor automation systems, software and services, with pro forma annual sales for fiscal year 2001 (ended September 30) of approximately $700 million.

``Together, Brooks and PRI are uniquely suited to provide the fully integrated, end-to-end automation solutions required in 300mm fabs, and to capitalize on this tremendous growth opportunity when the upturn occurs,'' said Tyson. The two companies expect the transaction to close in the second quarter of fiscal 2002.

PRI to host a teleconference and Webcast for investors at Noon Eastern

today

PRI will host a teleconference and Webcast to discuss its fourth quarter and fiscal 2001 results today at noon Eastern. To access the Webcast, go to PRI's Web site at pria.com and click on the Investors button. From there you will find the Webcast link. PRI encourages you to review the site prior to the Webcast to ensure that your computer is configured properly. The Webcast will be archived at PRI's site for seven days and a telephonic replay will be available at 703-326-3020, access code #5617535.

About PRI Automation

PRI Automation, Inc., headquartered in Billerica, Massachusetts, is a leading global supplier of advanced factory automation systems, software, and services that optimize the productivity of semiconductor and precision electronics manufacturers as well as OEM process tool manufacturers. PRI is the only company to provide a tightly integrated and flexible hardware and software solution that optimizes the flow of products, data, materials and resources throughout the production chain. The company has thousands of systems installed at approximately one hundred locations throughout the world. For more information, visit PRI online at www.pria.com.

Safe Harbor Statement

This release includes forward-looking statements, including, without limitation, statements relating to the expected impact of our restructuring on our operations and expenses, the benefits to customers of our products and services, our future ability to take advantage of an industry upturn, if any, our plans to announce new products, and our expected levels of revenue and results of operations for the first quarter of fiscal 2002. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The shipments, revenue and EPS ranges described above represent PRI's best estimate of its first quarter financial performance, based on currently available information and assumptions that PRI believes to be reasonable. However, there can be no assurance that the company's actual results will conform to these estimates. The company's ability to predict the amount and mix of its revenues during the current market downturn is limited, and its software and OEM businesses in particular are characterized by short lead times and little, if any, backlog. Other risks and uncertainties include: the manner in which the customer uses our products and integrates them with third-party components may affect their performance; the downturn in the semiconductor capital equipment industry is harming our business; fluctuating demand for our products makes it difficult to manage our business efficiently; we have reduced our workforce in response to the industry downturn and reduced demand for our products and our smaller workforce may be inadequate to handle increased demand for our products; we may continue to experience delays and technical difficulties with new product introductions; 300mm technology, in which we have invested heavily, is being adopted more slowly than we expected and competition for early 300mm orders is intense; our lengthy sales cycle makes it difficult to anticipate revenues; our operating results fluctuate significantly in response to a variety of factors; delays in shipment or customer acceptance of a single significant order could substantially decrease our revenues for a period; the application of new accounting guidance under SAB 101 will result in delayed recognition of revenues from our factory automation systems; we typically charge a fixed price for our factory automation systems and therefore, we are vulnerable to cost overruns; we have a limited number of customers, we do not have long-term purchase agreements with our customers, and the loss, cancellation or delay of an order by any of these customers could harm our business; we must continually improve our technology and develop new products to remain competitive; demand for less expensive semiconductors is increasing pressure to reduce our prices; industry consolidation and outsourcing could reduce the number of available customers; our operations outside North America expose us to special risks of doing business internationally; our investments in the Asia-Pacific market may not be successful; we face significant competition from other automation companies; we are increasingly dependent on subcontractors and one or a few suppliers of certain components, subassemblies and manufacturing processes; the failure of our key suppliers to deliver components on time could harm our business; we depend on our executive officers and other key personnel; our software products may contain defects that could result in claims and harm our business; we may be unable to protect our proprietary technology; others might claim that we infringe their technology; rising energy costs may increase our operating expenses; future acquisitions may disrupt the Company's operations; we are subject to pending class action securities litigation that could be costly to defend, divert the attention of our management and, if determined adversely to us, seriously harm our business; and other factors identified in our registration statement on Form S-3, file number 333-60180, filed with the SEC on May 3, 2001. We assume no obligation to update any forward-looking statements included in this release.

PRI AUTOMATION, INC.
Pro Forma Summary Statements of Operations
Before Special Charges and Adoption of SAB 101
(In thousands, except per share data)

Three Months Ended Year Ended
September 30, September 30,
2001 2000 2001 2000

Net revenue $59,163 $ 79,650 $ 320,396 $303,885
Cost of revenue 44,787 47,581 242,450 183,944
Gross profit 14,376 32,069 77,946 119,941
Total operating
expenses 25,038 31,161 112,548 103,884
Operating income
(loss) (10,662) 908 (34,602) 16,057

Net income (loss) $(10,755) $ 1,452 $(33,340) $17,384

Net income (loss)
per share:
Basic $(0.42) $0.06 $(1.32) $0.74
Diluted $(0.42) $0.06 $(1.32) $0.68
Weighted average
shares outstanding:
Basic 25,370 24,877 25,265 23,645
Diluted 25,370 26,155 25,265 25,518

PRI AUTOMATION, INC.
Pro Forma Quarterly Impact on Adoption of SAB 101
Fiscal Quarters 2001
(In thousands, except per share data)

Before Special Charges

Shipment Method (Historical)

Net
Gross Income Diluted
Revenue Margin (Loss) EPS
Q1 $94,852 $31,273 $1,214 $0.05
Q2 91,191 19,496 (9,622) (0.38)
Q3 75,190 12,801 (14,177) (0.56)
Q4 59,163 14,376 (10,755) (0.42)
FY01 $320,396 $77,946 $(33,340) $(1.32)

PRI AUTOMATION, INC.
Pro Forma Quarterly Impact on Adoption of SAB 101
Fiscal Quarters 2001
(In thousands, except per share data)

Before Special Charges

SAB 101

Net
Gross Income Diluted
Revenue Margin (Loss)* EPS*
Q1 $84,704 $26,051 $(4,008) $(0.16)
Q2 72,942 15,744 (13,374) (0.53)
Q3 61,826 9,142 (17,836) (0.70)
Q4 49,086 8,470 (16,661) (0.66)
FY01 $268,558 $59,407 $(51,879) $(2.05)

Before SAB 101 cumulative loss effect of change in accounting principle, net of tax, of $5,748 or $0.23 per share.
PRI AUTOMATION, INC.
Condensed Consolidated Statements of Operations Under SAB 101
(In thousands, except per share data)

Three Months Ended Year Ended
September 30, September 30,
2001 2000 2001 2000

Net revenue (A) $49,086 $75,537 $268,558 $299,772
Cost of revenue (B) 60,197 68,236 233,228 204,599

Gross profit (11,111) 7,301 35,330 95,173

Operating expenses:
Research and development 15,719 15,612 62,175 54,568
Selling, general and
administrative 9,319 16,118 50,373 49,885
Restructuring and other
costs (C) 5,452 -- 17,340 --

Total operating
expenses 30,490 31,730 129,888 104,453

Operating loss (41,601) (24,429) (94,558) (9,280)
Other income, net 585 1,045 3,353 2,554

Loss before provision for
income taxes and
cumulative effect of
change in accounting
principle (41,016) (23,384) (91,205) (6,726)
Provision for income
taxes 678 500 2,091 1,227

Loss before cumulative
effect of change in
accounting principle (41,694) (23,884) (93,296) (7,953)
Cumulative effect of
change in accounting
principle(D) -- -- (5,748) --

Net loss $(41,694) $(23,884) $(99,044) $(7,953)

Basic and diluted net
loss per common share:
Loss before cumulative
effect of change in
accounting principle $(1.64) $(0.96) $(3.69) $(0.34)
Cumulative effect of
change in accounting
principle -- -- (0.23) --
Basic and diluted net
loss per common share $(1.64) $(0.96) $(3.92) $(0.34)

Weighted average shares
used in basic and diluted
share calculations 25,370 24,877 25,265 23,645

(A) The fourth quarter and year ended September 30, 2000 included special
charges of $4,113,000 primarily for customer penalties.
(B) The fourth quarter ended September 30, 2001 included special charges
of $19,581,000 consisting of $8,153,000 for contract losses,
$6,263,000 for warranty provisions, and $5,165,000 related to
inventory provisions and writedowns. The year ended September 30,
2001 included special charges of $24,077,000 consisting of $8,153,000
for contract losses, $6,263,000 for warranty provisions and
$9,661,000 related to inventory writedowns and costs associated with
order cancellations. The fourth quarter and year ended September 30,
2000 included special charges of $20,655,000 consisting of
$14,657,000 related to inventory provisions and writedowns,
$4,765,000 for contract losses, and $1,233,000 for provisions for
warranty expense and other items.
(C) Special charges for the quarter ended September 30, 2001 consisted of
$3,367,000 for employee severance costs and $2,085,000 for facilities
exit costs. Special charges for the year ended September 30, 2001
consisted of $7,460,000 for employee severance costs, $2,980,000 for
a reserve for legal costs to defend against a pending shareholder
class action lawsuit, $2,944,000 for writedowns of impaired assets,
$2,085,000 for facilities exit costs, and $1,871,000 for other costs
including product discontinuance.
(D) Represents a non-cash charge of $5,748,000 or $0.23 per share for the
cumulative effect of a change in accounting principle due to the
adoption of Staff Accounting Bulletin No. 101. The charge represents
the net profit recognized on products shipped prior to the end of
fiscal year 2000 which had not received final customer acceptance as
of September 30, 2000.

PRI AUTOMATION, INC.
Condensed Consolidated Balance Sheets Under SAB 101
(In thousands)

September 30,
2001 2000

Assets
Cash and cash equivalents $58,968 $92,484
Accounts receivable, net 31,561 73,019
Contracts in progress 2,270 23,668
Inventories 90,408 59,104
Other current assets 7,940 2,686
Property and equipment, net 18,489 24,065
Long-term investments 4,890 --
Other assets, net 4,429 1,898
Total assets $218,955 $276,924

Liabilities and Stockholders' Equity
Liabilities:
Accounts payable $15,662 $28,536
Accrued expenses and other liabilities 38,240 33,755
Deferred revenue and customer advances 52,589 11,986
Accrued legal and restructuring costs 8,707 --

Stockholders' equity 103,757 202,647

Total liabilities and stockholders' equity $218,955 $276,924

SOURCE: PRI Automation, Inc.