PRI AUTOMATION INC
8-K, 1999-11-19
SPECIAL INDUSTRY MACHINERY, NEC
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

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

         Date of report (Date of earliest event reported)     NOVEMBER 18, 1999

                              PRI AUTOMATION, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

       MASSACHUSETTS                    0-24934                  04-2495703
- ----------------------------      ------------------        --------------------
(State or Other Jurisdiction          (Commission              (IRS Employer
     of Incorporation)                File Number)           Identification No.)

805 Middlesex Turnpike, Billerica,
MASSACHUSETTS 01821                                              01821-3986
- ----------------------------------------                    -------------------
(Address of Principal Executive Offices)                         (Zip Code)

         Registrant's telephone number, including area code:  (978) 670-4270

                                 NOT APPLICABLE
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


ITEM 5.  OTHER EVENTS.

         On November 18, 1999, the Registrant announced in a press release its
financial operating results for the fiscal quarter and the fiscal year ended
September 30, 1999.

         A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.

                                   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.


                                            PRI Automation, Inc.

Date: November 18, 1999                     By:  /s/ STEPHEN D. ALLISON
                                            -----------------------------------
                                            Stephen D. Allison
                                            Chief Financial Officer



<PAGE>


                                                                    Exhibit 99.1


PRESS RELEASE                                              FOR IMMEDIATE RELEASE

FOR INFORMATION, CONTACT:

PRI Automation, Inc.
Stephen D. Allison
Chief Financial Officer
978-670-4270 x3129

          PRI AUTOMATION REPORTS FOURTH QUARTER AND FISCAL 1999 RESULTS

             - 1.5 BOOK-TO-BILL RUNNING AHEAD OF INDUSTRY AVERAGE -

BILLERICA, MA - NOVEMBER 18, 1999 - PRI Automation, Inc. (Nasdaq:PRIA, TSE:PRJ),
the global leader in semiconductor factory automation, today reported financial
results for the fourth quarter and fiscal year ended September 30, 1999.

Net revenue for the fourth quarter was $41.9 million, a 21% increase from the
third quarter and a 29% increase from the fourth quarter of the prior year. The
net loss for the quarter was $5.1 million, or $0.23 per share, an improvement
from the net loss in the third fiscal quarter of $6.1 million, or $0.28 per
share, excluding adjustments for valuation reserve of deferred tax assets, but
including the termination of recording tax benefits of operating losses.

Net revenue for the fiscal year was $136.3 million compared with $203.5 million
for the prior fiscal year. The net loss for the fiscal year was $23.5 million,
or $1.09 per share, excluding merger costs, other special charges and tax
valuation reserves. The net loss for fiscal year 1998 was $6.2 million, or $0.30
per share, excluding merger costs and other special charges.

 "Our book-to-bill was 1.5 for the quarter," said Mitch Tyson, president and
chief executive officer, PRI Automation. "Throughout Q4, we continued to
experience the accelerated growth of the previous two quarters and we are seeing
a strong order pipeline for the year ahead. We are well into the recovery as
business activity across all divisions and geographies is robust and all
indicators point to a return to profitability, barring any unanticipated events,
in Q1 of our current fiscal year.

"Our three divisions, Factory Systems, Software Systems and OEM Systems, have
grown market share throughout the past year and strengthened their product
offerings," continued Tyson. "Bookings for our factory automation systems came
from new fabs,

                                    - MORE -

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PRI AUTOMATION REPORTS FOURTH QUARTER AND FISCAL 1999 RESULTS
NOVEMBER 18, 1999
2 OF 4

expansions, and upgrades and we grew our customer base by winning key takeaway
business from the competition. PRI became the number one provider of MES
(Manufacturing Execution System) software during the year resulting from the
growth of new license revenues. More foundries are now using our MES software
than other competitive offerings. We continued to solidify our leadership
position in atmospheric wafer-handling systems. Because of the efficiency of our
OEM manufacturing process, we have been able to absorb a 300% growth in customer
orders while maintaining the lowest lead times in the industry.

"Demand for lower-cost semiconductor products is driving the renewed growth of
the semiconductor industry and is outpacing manufacturing capacity," concluded
Tyson. "To increase capacity, manufacturers are looking for ways to make their
factories more efficient and productive to better manage the flow of materials
and data throughout the fab. We have made significant investments over the past
two years to broaden our product offerings to address the key areas of the
manufacturing process where intelligent automation will have the greatest impact
on optimizing the overall effectiveness of the factory. With our acquisitions
now integrated into the operations of the company, we are well positioned for
the growth that lies ahead."

ABOUT PRI AUTOMATION

PRI Automation, Inc., headquartered in Billerica, Massachusetts, is the leading
global supplier of advanced factory automation systems and software 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.

THIS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS, INCLUDING, WITHOUT LIMITATION,
STATEMENTS CONCERNING THE COMPANY'S FUTURE REVENUES AND EXPENSES, MANAGEMENT'S
PLANS AND OBJECTIVES FOR FUTURE OPERATIONS, THE EFFECT OF ANY CONSOLIDATION OR
RESTRUCTURING OF OPERATIONS ON THE COMPANY'S FUTURE PROFITABILITY, THE CONTINUED
RECOVERY OF THE SEMICONDUCTOR MANUFACTURING INDUSTRY, AND OTHER MATTERS NOT
LIMITED TO HISTORICAL FACTS. 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. SUCH RISKS AND UNCERTAINTIES
INCLUDE (I) THE CYCLICALITY OF THE SEMICONDUCTOR INDUSTRY AND THE CONTINUED
BROAD-BASED RECOVERY IN SUCH INDUSTRY, (II) UNCERTAINTIES AFFECTING GLOBAL
MARKETS AND CURRENCIES, (III) THE EFFECTS OF POSSIBLE DELAYS IN THE ADOPTION OF
NEW TECHNOLOGIES, (IV) THE DIFFICULTY OF REDUCING COSTS AND EXPENSES TO THE
EXTENT NECESSARY TO SUPPORT CURRENT BUSINESS LEVELS, AND OTHER FACTORS
IDENTIFIED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR 1998 AND
ITS QUARTERLY REPORTS ON FORM 10-Q FOR FISCAL YEAR 1999, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE
THIS INFORMATION.

                             - FINANCIALS ATTACHED -

<PAGE>

PRI AUTOMATION REPORTS FOURTH QUARTER AND FISCAL 1999 RESULTS
NOVEMBER 18, 1999
3 OF 4

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


<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED                    TWELVE MONTHS ENDED
                                                        9/30/99        9/30/98              9/30/99         9/30/98
<S>                                                   <C>            <C>                   <C>             <C>
Net revenue....................................       $ 41,876       $ 32,461              $136,296        $203,545
Cost of revenue................................         24,961         29,330                83,754         124,755
                                                      --------       --------             ---------       ---------

Gross profit...................................         16,915          3,131                52,542          78,790

Operating expenses:

    Research and development...................         12,684         10,533                45,480          44,509
    Selling, general and administrative........         10,110          9,120                38,642          46,787
    Acquired in-process research and
        development............................             --             --                    --           8,417
    Merger costs and special charges...........            (75)         1,638                 6,375          10,091
                                                    -----------     ---------            ----------       ---------

        Total operating expenses...............         22,719         21,291                90,497         109,804

Operating loss.................................         (5,804)       (18,160)              (37,955)        (31,014)
Other income, net..............................            777            239                 2,935             625
                                                    ----------     ----------            ----------     -----------

Loss before income taxes.......................         (5,027)       (17,921)              (35,020)        (30,389)
Provision for (benefit from) income taxes......             80         (5,906)                1,065          (7,766)
                                                    ----------      ----------           ----------      -----------

Net loss.......................................       $ (5,107)      $(12,015)             $(36,085)       $(22,623)
                                                      ========       ========              ========        ========

Basic and diluted net loss per common share....        $(0.23)        $(0.57)               $(1.67)         $(1.08)

Weighted average shares used in basic and
    diluted share calculations.................         22,040         21,140                21,628          20,988
</TABLE>


                       PRO FORMA NET LOSS PER COMMON SHARE
                       -----------------------------------
            (TO REFLECT THE CONVERSION OF EQUIPE TECHNOLOGIES FROM AN
            S-CORPORATION TO A C-CORPORATION FOR INCOME TAX PURPOSES)

<TABLE>
<CAPTION>
                                                                                                         TWELVE MONTHS
                                                                                                             ENDED
                                                                                                            9/30/98
                                                                                                          ---------
<S>                                                                                                       <C>
Historical net loss..................................                                                      $(22,623)
Adjustment to Equipe income tax expense..............                                                        (1,156)
                                                                                                          ---------
Pro forma net loss...................................                                                      $(23,779)
                                                                                                           =========
Pro forma basic and diluted net loss per
    common share.....................................                                                       $(1.13)
</TABLE>



                                    - MORE -



<PAGE>

PRI AUTOMATION REPORTS FOURTH QUARTER AND FISCAL 1999 RESULTS
NOVEMBER 18, 1999
4 OF 4

                              PRI AUTOMATION, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                              SEPTEMBER 30,              SEPTEMBER 30,
                                                                                  1999                       1998
                                                                                  ----                       ----
<S>                                                                            <C>                        <C>

ASSETS
Cash and cash equivalents.........................................             $  51,865                  $  57,047
Accounts receivable, net..........................................                31,436                     34,443
Contracts in progress.............................................                 6,018                      9,017
Inventories.......................................................                28,351                     27,494
Deferred income taxes, current....................................                    --                      7,832
Other current assets..............................................                 7,063                      7,254
Property and equipment, net.......................................                19,128                     20,306
Other assets, net.................................................                 2,691                      4,085
                                                                             -----------                -----------

     Total assets.................................................              $146,552                   $167,478
                                                                                ========                   ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
   Accounts payable...............................................           $    16,900                  $  12,281
   Accrued expenses and other liabilities.........................                18,165                     17,331
   Billings in excess of revenue and customer advances............                11,931                     14,726

Minority interests................................................                    56                         --

Stockholders' equity..............................................                99,500                    123,140
                                                                              ----------                  ---------

     Total liabilities and stockholders' equity...................              $146,552                   $167,478
                                                                                ========                   ========
</TABLE>





                                     - END -


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