-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L1XpWFid6umOMxxTDcN4vEgEeTROwm4i4KJrgBWJDQ0eaCTaS5cm851pZ/f/IzAw noJo9ENBkAWUeoaSXbbQGw== 0000912057-00-053500.txt : 20001215 0000912057-00-053500.hdr.sgml : 20001215 ACCESSION NUMBER: 0000912057-00-053500 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001031 FILED AS OF DATE: 20001214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADE CORP CENTRAL INDEX KEY: 0000884498 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042441829 STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-26714 FILM NUMBER: 788902 BUSINESS ADDRESS: STREET 1: 80 WILSON WAY CITY: WESTWOOD STATE: MA ZIP: 02090 BUSINESS PHONE: 6174673500 MAIL ADDRESS: STREET 1: 77 ROWE ST CITY: NEWTON STATE: MA ZIP: 02166 10-Q 1 a2033030z10-q.txt 10-Q - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended: OCTOBER 31, 2000 Commission File Number 0-26714 ---------------- ------- ADE CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2441829 ------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 80 WILSON WAY, WESTWOOD, MASSACHUSETTS 02090 -------------------------------------------- (Address of principal executive offices, including area code) (781) 467-3500 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO -------- ------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, par value $.01 per share 13,507,132 shares - -------------------------------------- ------------------------------- Class Outstanding at December 8, 2000 Page 1 of 22 ADE CORPORATION INDEX PAGE PART I. - FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (unaudited) Condensed Consolidated Balance Sheet- October 31, 2000 and April 30, 2000 3 Condensed Consolidated Statement of Operations- Three and Six Months Ended October 31, 2000 and 1999 4 Condensed Consolidated Statement of Cash Flows - Six Months Ended October 31, 2000 and 1999 5 Notes to Unaudited Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II. - OTHER INFORMATION 17 SIGNATURES 19 EXHIBIT INDEX 20 2 ADE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (in thousands)
October 31, April 30, 2000 2000 ----------- ---------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 31,994 $ 35,001 Accounts receivable, net 22,192 14,549 Inventories 35,566 29,968 Prepaid expenses and other current assets 1,467 756 Deferred income taxes 5,724 4,484 ----------- ---------- Total current assets 96,943 84,758 ----------- ---------- Fixed assets, net 28,958 30,724 Deferred income taxes 4,866 6,106 Investments 3,298 3,331 Intangible assets, net 3,297 3,892 Restricted cash 3,675 3,705 Other assets 376 354 ----------- ---------- $ 141,413 $ 132,870 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 610 $ 598 Accounts payable 6,396 4,017 Accrued expenses and other current liabilities 20,064 14,096 Deferred income on sales to affiliates 1,165 337 ----------- ---------- Total current liabilities 28,235 19,048 ----------- ---------- Long-term debt 11,647 11,950 STOCKHOLDERS' EQUITY: Common stock 135 135 Capital in excess of par value 101,991 101,580 Retained earnings (accumulated deficit) (595) 178 ----------- ---------- 101,531 101,893 Deferred compensation - (21) ----------- ---------- Total stockholders' equity 101,531 101,872 ----------- ---------- $ 141,413 $ 132,870 =========== ==========
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 ADE CORPORATION CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per share data, unaudited)
Three months Six months ended October 31, ended October 31, 2000 1999 2000 1999 ---------------- ------------- ------------- --------------- Revenue $ 24,044 $13,625 $45,861 $ 25,987 Cost of revenue 12,090 8,904 23,090 16,153 ---------------- ------------- ------------- --------------- Gross profit 11,954 4,721 22,771 9,834 ---------------- ------------- ------------- --------------- Operating expenses: Research and development 5,176 4,571 10,331 10,127 Marketing and sales 4,284 3,367 8,545 6,084 General and administrative 2,624 2,877 4,851 6,437 ---------------- ------------- ------------- --------------- Total operating expenses 12,084 10,815 23,727 22,648 ---------------- ------------- ------------- --------------- Loss from operations (130) (6,094) (956) (12,814) Interest income, net 326 374 665 522 ---------------- ------------- ------------- --------------- Income (loss) before provision for income taxes and equity in net earnings (loss) of affiliated companies 196 (5,720) (291) (12,292) Provision for income taxes 64 - 64 - ---------------- ------------- ------------- --------------- Income (loss) before equity in net earnings (loss) 132 (5,720) (355) (12,292) of affiliated companies Equity in net earnings (loss) of affiliated companies 304 (149) (418) (763) ---------------- ------------- ------------- --------------- Net income (loss) $ 436 $ (5,869) $ (773) $ (13,055) ================ ============= ============= =============== Basic earnings (loss) per share $0.03 $ (0.44) $(0.06) $(0.98) Diluted earnings (loss) per share $0.03 $ (0.44) $(0.06) $(0.98) Weighted average shares outstanding - basic 13,497 13,360 13,490 13,277 Weighted average shares outstanding - diluted 13,781 13,360 13,490 13,277
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 ADE CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands, unaudited)
Six months ended October 31, 2000 1999 ------------------ -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (773) $ (13,055) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3,292 2,961 Equity in net loss of affiliated companies, net of dividends received 482 817 Changes in assets and liabilities: Accounts receivable, net (7,643) 322 Inventories (5,598) (4,677) Prepaid expenses and other current assets (711) (334) Accounts payable 2,379 439 Accrued expenses and other current liabilities 5,968 (1,425) Deferred income on sales to affiliate 828 (1,357) ------------------ -------------- Net cash used in operating activities (1,776) (16,309) ------------------ -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of fixed assets (931) (4,001) Change in restricted cash 30 (272) Advances to affiliated company (449) (405) Increase in other assets (22) (1,102) ------------------ -------------- Net cash used in investing activities (1,372) (5,780) ------------------ -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt (291) (288) Proceeds from issuance of common stock 432 575 ------------------ -------------- Net cash provided by financing activities 141 287 ------------------ -------------- Net decrease in cash and cash equivalents (3,007) (21,802) Cash and cash equivalents, beginning of period 35,001 61,278 ------------------ -------------- Cash and cash equivalents, end of period $31,994 $ 39,476 ================== ==============
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 ADE CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PREPARATION The accompanying unaudited condensed consolidated financial statements of ADE Corporation (the "Company") include, in the opinion of management, all adjustments (consisting only of normal and recurring adjustments) necessary for a fair statement of the Company's financial position, results of operations and cash flows at the dates and for the periods indicated. Results of operations for interim periods are not necessarily indicative of those to be achieved for full fiscal years. Pursuant to accounting requirements of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, the accompanying unaudited condensed consolidated financial statements and these notes do not include all disclosures required by generally accepted accounting principles for complete financial statements. Accordingly, these statements should be read in conjunction with the financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2000. 2. INVENTORIES Inventories consist of the following: (in thousands) October 31, April 30, 2000 2000 ------------ ------------ (unaudited) Raw materials and purchased parts $ 15,843 $ 13,202 Work-in-process 18,088 15,437 Finished goods 1,635 1,329 ------------ ------------ $ 35,566 $ 29,968 ============ ============ 3. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following:
(in thousands) October 31, April 30, 2000 2000 ------------- ----------- (unaudited) Accrued salaries, wages, vacation pay and bonuses $ 2,120 $ 1,844 Accrued commissions 1,895 647 Accrued warranty costs 2,092 1,083 Accrued severance 166 278 Deferred revenue 9,983 6,436 Other 3,808 3,808 ------------- ----------- $ 20,064 $14,096 ============= ===========
6 4. EARNING (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares outstanding and gives effect to all dilutive potential common shares outstanding during the period. Potential common shares outstanding include shares issuable upon the assumed exercise of dilutive stock options reflected under the treasury stock method. For the three months ended October 31, 2000, 144,200 common shares issuable upon the exercise of stock options have been excluded from the computation of diluted earnings per share, as their effect would have been antidilutive. For the six months ended October 31, 2000 and 1999, respectively, and the three months ended October 31, 1999, basic and diluted loss per share is the same due to the antidilutive effect of potential common shares outstanding. The following is a reconciliation of the shares used in calculating basic and diluted earnings per share:
(in thousands) (in thousands) Three months ended Six months ended October 31, October 31, 2000 1999 2000 1999 ------------ ------------- ------------ ------------ Shares used in computation: a. Weighted average common stock outstanding used 13,497 13,360 13,490 13,277 in computation of basic earnings (loss) per share b. Dilutive effect of stock options outstanding 284 - - - ------------ ------------- ------------ ------------ c. Shares used in computation of diluted earnings (loss) per share 13,781 13,360 13,490 13,277 ============ ============= ============ ============
5. INVESTMENTS In July 2000, the Company sold its 67.5% investment in Microspec Technologies Ltd. ("Microspec") for $1. The balance of the Company's investment in Microspec was approximately zero at the time of the sale. Therefore, no gain or loss was recorded in the transaction. 6. SEGMENT REPORTING The Company has three reportable segments: ADE Semiconductor Systems Group ("SSG"), ADE Phase Shift ("PST") and ADE Technologies ("ATI"). SSG manufactures and markets metrology and inspection systems to the semiconductor wafer and device manufacturing industries that are used to improve yield and capital productivity. PST manufactures and markets high performance, non-contact surface metrology equipment using advanced interferometric technology that provides enhanced yield management to the data storage, semiconductor and optics industries. ATI manufactures and markets high precision magnetic characterization and non-contact dimensional metrology gaging systems primarily to the data storage industry. Sales of the Company's stand-alone software products and software consulting services are included in the "other" category. The Company's reportable segments are determined based upon the nature of the products, the external customers and customer industries and the sales and distribution methods used to market the products. The Company evaluates performance based upon profit or loss from operations. The Company does not measure the assets allocated to the segments. Management fees representing certain services provided by corporate offices have been allocated to each of the reportable segments based upon the usage of those services by each segment. Additionally, other income (loss), the provision for (benefit from) income taxes and the equity in net earnings (losses) of affiliated companies are not included in segment profitability. 7 6. SEGMENT REPORTING (CONTINUED)
(IN THOUSANDS) SSG PST ATI OTHER TOTAL ----------- --------- --------- --------- ---------- FOR THE QUARTER ENDED OCTOBER 31, 2000 Revenue from external customers $18,773 $1,883 $2,461 $ 536 $ 23,653 Intersegment revenue 11 - 211 274 496 Income (loss) from operations 930 (483) (536) (149) (238) Depreciation and amortization expense 1,212 63 102 94 1,471 Capital expenditures 297 61 57 4 419 FOR THE QUARTER ENDED OCTOBER 31, 1999 Revenue from external customers $10,341 $1,874 $1,118 $ 38 $ 13,371 Intersegment revenue 13 - 64 243 320 Loss from operations (4,329) (233) (1,203) (629) (6,394) Depreciation and amortization expense 1,167 4 103 111 1,385 Capital expenditures 1,659 6 36 13 1,714
(IN THOUSANDS) SSG PST ATI OTHER TOTAL ----------- --------- --------- --------- ---------- FOR THE SIX MONTHS ENDED OCTOBER 31, 2000 Revenue from external customers $37,973 $3,124 $5,406 $ 650 $47,153 Intersegment revenue 288 - 342 471 1,101 Income (loss) from operations 2,076 (869) (506) (1,001) (300) Depreciation and amortization expense 2,522 127 213 430 3,292 Capital expenditures 769 88 70 4 931 FOR THE SIX MONTHS ENDED OCTOBER 31, 1999 Revenue from external customers $17,876 $3,109 $2,945 $ 162 $24,092 Intersegment revenue 127 - 115 326 568 Loss from operations (10,263) (634) (1,828) (1,483) (14,208) Depreciation and amortization expense 2,411 7 205 338 2,961 Capital expenditures 3,883 39 59 20 4,001
8 6. SEGMENT REPORTING (CONTINUED) The following is a reconciliation for the above items where aggregate reportable segment amounts differ from amounts contained in the Company's consolidated financial statements.
Three months Six months ended October 31, ended October 31, 2000 1999 2000 1999 ------------ ------------ ----------- ----------- Total external revenue for reportable segments $ 23,653 $ 13,371 $ 47,153 $ 24,092 Net impact of revenue recognition on sales to affiliate 391 254 (1,292) 1,895 ------------ ------------ ----------- ----------- Total consolidated revenue $ 24,044 $ 13,625 $ 45,861 $ 25,987 ============ ============ =========== =========== Total operating loss for reportable segments $ (238) $ (6,394) $ (300) $(14,208) Net impact of intercompany gross profit eliminations and deferred profit on sales to affiliate 108 300 (656) 1,394 ------------ ------------ ----------- ----------- Total consolidated operating loss $ (130) $ (6,094) $ (956) $(12,814) ============ ============ =========== ===========
7. NEW ACCOUNTING PRONOUNCEMENTS In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements." SAB 101 summarizes the SEC's views in applying generally accepted accounting principles to selected revenue recognition issues. The Company is required to adopt SAB 101 in the fourth quarter of fiscal 2001. The impact of SAB 101 on the Company's financial statements has not yet been determined. In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities", which required adoption in periods beginning after June 15, 1999. SFAS No. 133 was subsequently amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133" and will now be effective for fiscal years beginning after June 15, 2000. The Company does not expect SFAS No. 133 to have a material effect on its financial condition or results of operations. 8. ADOPTION OF 2000 EMPLOYEE STOCK OPTION PLAN On June 21, 2000, the Board of Directors adopted, subject to the approval of the stockholders, the Company's 2000 Employee Stock Option Plan (the "Plan"). Under the Plan, stock rights may be granted which are either (i) options intended to qualify as "incentive stock options" under Section 422(b) of the Internal Revenue Code of 1986, as amended, (ii) non-qualified stock options or (iii) awards of shares of common stock or the opportunity to make a direct purchase of shares of common stock. The adoption of the 2000 Employee Stock Plan was formally approved by the stockholders at the 2000 Annual Meeting of Stockholders held on September 21, 2000. The Plan authorizes the issuance of up to 900,000 shares of the Company's common stock plus the number of shares of common stock previously reserved for granting of options under the Company's 1995 Stock Option Plan or its 1997 Stock Option Plan which are not granted under either of these plans or which are not exercised and cease to be outstanding by reason of cancellation or otherwise. As of June 21, 2000, 153,705 shares of common stock remained available for granting of options under the 1995 Stock Option Plan or the 1997 Stock Option Plan 9 8. ADOPTION OF 2000 EMPLOYEE STOCK OPTION PLAN (CONTINUED) and 725,405 shares of common stock were reserved for issuance under outstanding, unexercised options under all of the Company's plans. 9. PENDING LITIGATION On October 11, 2000, the Company filed a patent infringement lawsuit against KLA-Tencor (KLA), a competitor, in the U.S. District Court in Delaware. The Company seeks damages and a permanent injunction against further infringement of United States Patent Number 6,118,525, entitled "Wafer Inspection System for Distinguishing Pits and Particles." On November 16, 2000, KLA filed a counterclaim in the United States District Court in Delaware alleging that ADE has infringed three patents owned by KLA. KLA is seeking damages for the alleged patent infringement and a permanent injunction against future infringement. In addition, KLA has asked the District Court for a declaration that United States Patent Number 6,118,525, owned by ADE, is invalid and not infringed by KLA. Since these matters are at a preliminary stage, the Company cannot predict the outcome or the amount of gain or loss, if any. 10 ADE CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION ADE Corporation (the "Company") designs, manufactures, markets and services highly precise, automated measurement, defect detection and handling equipment with current applications in the production of semiconductor wafers, semiconductor devices and computer disks. The following information should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report and the audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2000. FORWARD-LOOKING STATEMENTS This quarterly report on Form 10-Q contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed by such statements. Those statements that make reference to the Company's expectations, predictions and anticipations should be considered forward-looking statements. These statements include, but are not limited to, risks and uncertainties associated with the strength of the semiconductor and hard disk markets, wafer pricing and wafer demand, the results of its product development efforts, the success of ADE's product offerings to meet customer needs within the timeframes required by customers in these markets, further increases in backlog, our visibility and the Company's predictions of future financial outcomes. Further information on potential factors that could affect ADE Corporation's business is described in "Other Risks" appearing at the end of this Management's Discussion and Analysis of Financial Condition and Results of Operations and in the Company's reports on file with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended April 30, 2000. RESULTS OF OPERATIONS THREE MONTHS ENDED OCTOBER 31, 2000 COMPARED TO THREE MONTHS ENDED OCTOBER 31, 1999 REVENUE. Revenue increased 76% to $24.0 million in the second quarter of fiscal 2001 from $13.6 million in the second quarter of fiscal 2000. Increased sales of the Company's products in all segments were primarily due to an increase in demand for capital equipment in the semiconductor wafer and device industries as well as the data storage industry. Increased demand in the semiconductor market indicates the continued health of these industries since the most recent down cycle. Wafer and device manufacturers have continued to focus on maximizing production at existing fabs, resulting in capital equipment purchases to increase capacity. Advanced industry requirements have also resulted in technology purchases of the Company's next generation of products. For the three months ended October 31, 2000, 88% of the Company's revenue was derived from the semiconductor industry compared to 78% for the year earlier period. The Company sells its semiconductor products to both wafer and device manufacturers. Historically, the Company's semiconductor revenue has been derived to a greater extent from wafer manufacturers compared to device manufacturers. For the three months ended October 31, 2000, 77% of semiconductor revenue was derived from wafer manufacturers while 23% was derived from device manufacturers compared to 89% and 11%, respectively, for the year earlier period. Any increase in short-term chip demand or increases in semiconductor market capital expenditures is expected to impact device manufacturers prior to wafer manufacturers as wafer manufacturers are further down on the overall semiconductor industry supply chain. The data storage industry has been experiencing pricing pressure, consolidation and excess supply in many data storage market segments, which had resulted in reduced production and capital equipment purchases. However, unit demand for disks is beginning to ramp up and the Company is beginning to experience increased 11 revenue in each of its metrology product lines that are marketed to the data storage industry. Data storage industry revenue comprised 12% of total revenue for the three months ended October 31, 2000, compared to 22% for the year earlier period. GROSS MARGIN. Gross margin increased to 50% in the second quarter of fiscal 2001 from 35% in the second quarter of fiscal 2000. The increase in gross margin was primarily due to the high volume of shipments of legacy products and increased absorption of overhead expenses due to significantly increased manufacturing activity and improved utilization of direct labor in the Semiconductor Systems Group. Gross margin for ADE Technologies in three months ended October 31, 2000 was consistent with the year earlier period while ADE Phase Shift gross margin decreased by 17% of segment revenues in the three months ended October 31, 2000 compared to the year earlier period. The Company expects slightly lower margins in the short term due to an expected increase in shipments of newer technologies, which, in their initial stages, carry a somewhat lower margin than the Company's legacy products. RESEARCH AND DEVELOPMENT. Research and development expense increased $605,000 or 13% to $5.2 million in the second quarter of fiscal 2001 from $4.6 million in the second quarter of 2000 and decreased as a percentage of revenue to 22% from 34% in the second quarter of 2000. The increase in expense resulted primarily from continued investment by the Semiconductor Systems Group to develop its AFS and AWIS advanced wafer inspection systems to capitalize on the next wave of worldwide capital spending, which is expected to be focused on 300mm wafer production. The decrease in expense as a percentage of sales resulted primarily from the increase in revenues in the second quarter of fiscal 2001 compared to the second quarter of fiscal 2000. The Company has continued development efforts to enhance its existing 200mm and advanced 200mm wafer systems as its semiconductor industry customers seek to improve their yields on 200mm wafers as well as efforts to develop and enhance bridge tools, which can be used with either 200mm or 300mm wafers. The Company also continues to develop new products for the data storage industry, including those that measure the magnetic properties of materials used in manufacturing disk drives. The Company is committed to continuing its investment in research and development to maintain its position as a technological leader, which may necessitate continued research and development spending at or above current levels. MARKETING AND SALES. Marketing and sales expense increased $917,000 or 27% to $4.3 million in the second quarter of fiscal 2001 from $3.4 million in the second quarter of 2000 and decreased as a percentage of revenue to 18% from 25% in the second quarter of fiscal 2000. The increased expense resulted primarily from increased commissions expense on sales made through both internal and external sales representatives due to increased sales volume during the second quarter of fiscal 2001 compared to the second quarter of fiscal 2000. The mix of sales channels through which the Company's products are sold may have a significant impact on the Company's marketing and sales expense and the results in any period may not be indicative of marketing and sales expense for future periods. The decrease in marketing and sales expense as a percentage of revenue resulted from the increase in revenue during the second quarter of fiscal 2001 as discussed above. GENERAL AND ADMINISTRATIVE. General and administrative expenses decreased $253,000 or 9% to $2.6 million in the second quarter of fiscal 2001 from $2.9 million in the second quarter of fiscal 2000 and decreased as a percentage of revenue to 11% from 21% in the second quarter of 2000. Expenses decreased primarily due to cost savings achieved as a result of the consolidation of the Charlotte operations into the Westwood, Massachusetts facility, which was completed in the latter half of fiscal 2000. INTEREST INCOME, NET. Net interest income was $326,000 in the second quarter of fiscal 2001 compared to net interest income of $374,000 in the second quarter of fiscal 2000. The decrease in interest income resulted primarily from lower interest returns due to reduced principal balances during the second quarter of fiscal 2001 compared to the year earlier period. INCOME TAXES. There was a provision for income taxes of $64,000 in the second quarter of fiscal 2001 compared to no provision or benefit from income taxes in the second quarter of fiscal 2000. The provision for income taxes in the second quarter of fiscal 2001 consists primarily of estimated federal taxes recorded in relation 12 to the federal alternative minimum tax. The Company continues to monitor the realizability of its current and long term deferred tax assets and provides for valuation allowances against these assets as appropriate. EQUITY IN NET EARNINGS (LOSS) OF AFFILIATED COMPANIES. Equity in net earnings (loss) of affiliated companies was $304,000 in the second quarter of fiscal 2001 compared to equity in net earnings (loss) of affiliated companies of $(149,000) in the second quarter of fiscal 2000. The Company's affiliates sell primarily to the semiconductor industry and the current period earnings reflect both the overall health of the semiconductor industry as well as the timing of shipments and the recognition of revenue by the Company's affiliate in Japan. The net loss from affiliated companies in the quarter ended October 31, 1999 was the result of losses incurred by the Company's former affiliate, Microspec, which was sold during the first quarter of fiscal 2001. SIX MONTHS ENDED OCTOBER 31, 2000 COMPARED TO SIX MONTHS ENDED OCTOBER 31, 1999 REVENUE. Revenue increased 76% to $45.9 million in the six months ended October 31, 2000 from $26.0 million in the year earlier period. Increased sales of the Company's products in all segments were primarily due to an increase in demand for capital equipment in the semiconductor wafer and device industries as well as the data storage industry. Increased demand in the semiconductor market indicates the continued health of these industries since the most recent down cycle. Wafer and device manufacturers have continued to focus on maximizing production at existing fabs, resulting in capital equipment purchases to increase capacity. Advanced industry requirements have also resulted in technology purchases of the Company's next generation of products. For the six months ended October 31, 2000, 86% of the Company's revenue was derived from sales to the semiconductor industry compared to 77% for the year earlier period. The Company sells its semiconductor products to both wafer and device manufacturers. Historically, the Company's semiconductor revenue has been derived to a greater extent from wafer manufacturers compared to device manufacturers. For the six months ended October 31, 2000, 80% of semiconductor revenue was derived from wafer manufacturers while 20% was derived from device manufacturers compared to 85% and 15%, respectively, for the year earlier period. Any increase in short-term chip demand or increases in semiconductor market capital expenditures is expected to impact device manufacturers prior to wafer manufacturers as wafer manufacturers are further down on the overall semiconductor industry supply chain. The data storage industry has been experiencing pricing pressure, consolidation and excess supply in many data storage market segments, which had resulted in reduced production and capital equipment purchases. However, unit demand for disks is beginning to ramp up and the Company is beginning to experience increased revenue in each of its metrology product lines that are marketed to the data storage industry. Data storage industry revenue comprised 14% of total revenue for the six months ended October 31, 2000, compared to 23% for the year earlier period. GROSS MARGIN. Gross margin increased to 50% for the six months ended October 31, 2000 from 38% in the year earlier period. The increase in gross margin was primarily due to the high volume of shipments of legacy products and increased absorption of overhead expenses due to significantly increased manufacturing activity and improved utilization of direct labor in the Semiconductor Systems Group. Gross margins for ADE Technologies and ADE Phase Shift for the three months ended October 31, 2000 was consistent with the year earlier period. The Company expects slightly lower margins in the short term due to an expected increase in shipments of newer technologies, which, in their initial stages, carry a somewhat lower margin than the Company's legacy products. RESEARCH AND DEVELOPMENT. Research and development expense increased $204,000 or 2% to $10.3 million in the six months ended October 31, 2000 from $10.1 million in the year earlier period and decreased as a percentage of revenue to 23% from 39% in the second quarter of 2000. The increase in expense resulted primarily from continued investment by the Semiconductor Systems Group to develop its AFS and AWIS advanced wafer inspection systems to capitalize on the next wave of worldwide capital spending, which is expected to be focused on 300mm wafer production. The decrease in expense as a percentage of sales resulted from the significant increase in revenue as discussed above. The Company has continued development efforts to enhance its existing 200mm and advanced 200mm wafer systems as its semiconductor industry customers seek to improve their yields 13 on 200mm wafers as well as efforts to develop and enhance bridge tools, which can be used with either 200mm or 300mm wafers. The Company also continues to develop new products for the data storage industry, including those that measure the magnetic properties of materials used in manufacturing disk drives. The Company is committed to continuing its investment in research and development to maintain its position as a technological leader, which may necessitate continued research and development spending at or above current levels. MARKETING AND SALES. Marketing and sales expense increased $2.4 million or 40% to $8.5 million in the six months ended October 31, 2000 from $6.1 million during the year earlier period and decreased as a percentage of revenue to 19% from 23% in the year earlier period. The increased expense resulted primarily from increased commissions expense on sales made through both internal and external sales representatives due to increased sales volume, particularly in Asia, during the first six months of fiscal 2001 compared to the first six months of fiscal 2000. The mix of sales channels through which the Company's products are sold may have a significant impact on the Company's marketing and sales expense and the results in any period may not be indicative of marketing and sales expense for future periods. The decrease in marketing and sales expense as a percentage of revenue resulted from the increase in revenue during the first six months of fiscal 2001 as discussed above. GENERAL AND ADMINISTRATIVE. General and administrative expenses decreased $1.5 million or 25% to $4.9 million for the six months ended October 31, 2000 from $6.4 million for the year earlier period and decreased as a percentage of revenue to 11% from 25% in the year earlier period. Expenses decreased primarily due to cost savings achieved as a result of the consolidation of the Charlotte operations into the Westwood, Massachusetts facility, which was completed in the latter half of fiscal 2000. The decrease in general and administrative expenses as a percent of revenue resulted from both the increase in revenue during the first six months of fiscal 2001 as discussed above as well as the significant decrease in expenses during the first six months of fiscal 2001 compared to the year earlier period. INTEREST INCOME, NET. Net interest income was $665,000 in the six months ended October 31, 2000 compared to net interest income of $522,000 million in the year earlier period. The increase in net interest income resulted primarily from decreased costs associated with maintaining the Company's stand-by letters of credit. The standby letters of credit are required by the Company's obligations under separate $4.5 million and $5.5 million Industrial Development Bonds ("IDB") issued in June 1999 and June 1996, respectively, through various state and local bonding authorities. INCOME TAXES. There was a provision for income taxes of $64,000 in the second quarter of fiscal 2001 compared to no provision or benefit from income taxes in the second quarter of fiscal 2000. The provision for income taxes in the first six months of fiscal 2001 consists primarily of estimated federal taxes recorded in relation to the federal alternative minimum tax. The Company continues to monitor the realizability of its current and long term deferred tax assets and provides for valuation allowances against these assets as appropriate. EQUITY IN NET EARNINGS (LOSS) OF AFFILIATED COMPANIES. Equity in net earnings (loss) of affiliated companies was $(418,000) in the six months ended October 31, 2000 compared to equity in net earnings (loss) of affiliated companies of $(763,000) in the year earlier period. The net loss from affiliated companies is the result of losses incurred by the Company's former affiliate, Microspec, which was sold during the first quarter of fiscal 2001. The losses from Microspec have been partially offset by the net earnings of the Company's affiliate in Japan during the first six months of fiscal 2001. LIQUIDITY AND CAPITAL RESOURCES At October 31, 2000, the Company had $32.0 million in cash and cash equivalents and $68.7 million in working capital. In addition, the Company had $3.7 million in restricted cash used as security for a tax-exempt Industrial Development Bond issued through the Massachusetts Industrial Finance Agency in December 1997. Under the terms of the bond agreement, the Company may substitute a letter of credit in an amount equal to approximately 105% of the outstanding principal balance as collateral for the Company's obligations under the 14 IDB, assuming the Company has the ability to borrow under a credit facility. Such actions would allow the restricted cash balance to be used for general corporate purposes. Cash used in operating activities for the six months ended October 31, 2000 was $1.8 million. This amount resulted from a net loss of $773,000 adjusted for non-cash charges of $3.8 million and a $4.8 million net increase in working capital accounts. The increase in working capital accounts consisted primarily of increases in inventories of $7.6 million and accounts receivable of $5.6 million. The increase in inventories is the result of the ramp up in production due to the increase in demand for the Company's products and the increase in receivables is due to the increase in sales volume during the first six months of fiscal 2001. These increases in working capital were somewhat offset by increases in accounts payable and accrued expenses of $6.0 million and $2.4 million, respectively. The increase in accounts payable is due to the build up of inventory as discussed above and the increase in accrued expenses is primarily due to increases in accrued commissions of $1.2 million, accrued warranty of $1.0 million and deferred revenue of $3.5 million. Non-cash items consisted primarily of $3.3 million of depreciation and amortization and $482,000 of the Company's share of the net loss of affiliated companies. Cash used in investing activities was $1.4 million, and consisted of primarily of $931,000 for purchases of fixed assets and $449,000 in advances to an affiliated company. Cash provided by financing activities was $141,000, which consisted of $432,000 of aggregate proceeds from the issuance of common stock from the exercise of stock options and stock purchased through the employee stock purchase plan, partially offset by $291,000 in repayments of long-term debt. The Company expects to meet its near-term working capital needs and capital expenditures primarily through cash generated from operations and its available cash and cash equivalents. OTHER RISK FACTORS Capital expenditures by semiconductor wafer and device manufacturers historically have been cyclical as they in turn depend upon the current and anticipated demand for integrated circuits. While the semiconductor industry appears to have recovered from the most recent down cycle, it is not clear how long semiconductor wafer manufacturers, who account for approximately 69% of the Company's revenue, will be in a position to sustain or increase their purchases of capital equipment. The data storage industry has been in a period of oversupply and excess manufacturing capacity and this has also had an adverse impact on the Company. At October 31, 2000, the Company's backlog was $53.5 million, which represents a 98% increase from the second quarter of fiscal 2000. The Company remains uncertain about how long sustained growth in revenue will last. The Company continues to evaluate its cost structure relative to expected revenue and will continue to implement aggressive cost containment measures. Furthermore, the Company's success is dependent upon supplying technologically superior products to the marketplace at appropriate times to satisfy customer needs. Product development requires substantial investment and is subject to technological risks. Delays or difficulties in product development or market acceptance of newly developed products could adversely affect the future performance of the Company. NEW ACCOUNTING PRONOUNCEMENTS In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements." SAB 101 summarizes the SEC's views in applying generally accepted accounting principles to selected revenue recognition issues. The Company is required to adopt SAB 101 in the fourth quarter of fiscal 2001. The impact of SAB 101 on the Company's financial statements has not yet been determined. In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities", which required 15 adoption in periods beginning after June 15, 1999. SFAS No. 133 was subsequently amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133" and will now be effective for fiscal years beginning after June 15, 2000. The Company does not expect SFAS No. 133 to have a material effect on its financial condition or results of operations. 16 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS: On October 11, 2000, the Company filed a patent infringement lawsuit against KLA-Tencor (KLA), a competitor, in the U.S. District Court in Delaware. The Company seeks damages and a permanent injunction against further infringement of United States Patent Number 6,118,525, entitled "Wafer Inspection System for Distinguishing Pits and Particles." On November 16, 2000, KLA filed a counterclaim in the United States District Court in Delaware alleging that ADE has infringed three patents owned by KLA. KLA is seeking damages for the alleged patent infringement and a permanent injunction against future infringement. In addition, KLA has asked the District Court for a declaration that United States Patent Number 6,118,525, owned by ADE, is invalid and not infringed by KLA. Since these matters are at a preliminary stage, the Company cannot predict the outcome or the amount of gain or loss, if any. ITEM 2. CHANGES IN SECURITIES: None ITEM 3. DEFAULTS UPON SENIOR SECURITIES: None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: The Annual Meeting of Stockholders was held on September 21, 2000. The stockholders voted on the following matters: 1. Election of Directors NOMINEE FOR AGAINST Robert C. Abbe 11,823,908 846,854 Harris Clay 12,011,407 659,355 Landon T. Clay 12,011,007 659,755 H. Kimball Faulkner 12,011,407 659,355 Chris L. Koliopoulos 12,010,801 659,961 Francis B. Lothrop, Jr. 12,010,907 659,855 Kendall Wright 12,011,007 659,755 There were no abstentions and 820,210 broker non-votes with respect to this matter. 2. Approval of ADE 2000 Employee Stock Option Plan FOR AGAINST ABSTAIN 9,330,705 951,214 85,625 These were 820,210 broker non-votes with respect to this matter. 3. Appointment of PricewaterhouseCoopers LLP as the Company's independent public accountants for the fiscal year ending April 30, 2001 FOR AGAINST ABSTAIN 11,620,320 1,046,107 4,335 There were 820,210 broker non-votes with respect to this matter. 17 ITEM 5. OTHER INFORMATION: None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K: a. See Exhibit Index, Page 20 b. Reports on Form 8-K None 18 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 thereunto duly authorized. ADE CORPORATION Date: December 12, 2000 /s/ BRIAN C. JAMES --------------------------------------------- Brian C. James Vice President and Chief Financial Officer Date: December 12, 2000 /S/ ROBERT C. ABBE --------------------------------------------- Robert C. Abbe President and Chief Executive Officer 19 EXHIBIT INDEX Exhibit NO. Description - ------- ---------------------------------------------------------------- 2.1 Agreement and Plan of Merger dated as of February 27, 1997 by and between ADE Corporation, ADE Technologies, Inc., Digital Measurement Systems, Inc., Dennis E. Speliotis, Elias Speliotis, Evanthia Speliotis, Ismene Speliotis, Advanced Development Corporation, David C. Bono and Alan Sliski (filed as Exhibit 10.18 to the Company's Form 10-K for the fiscal year ended April 30, 1997 and incorporated herein by reference). 2.2 Agreement and Plan of Merger dated as of May 31, 1998 by and among ADE Corporation, Theta Acquisition Corp., Phase Shift Technology, Inc., Chris Koliopoulos and David Basila (filed as Exhibit 2 to the Company's Form 8-K dated June 25, 1998 and incorporated herein by reference). 2.3 Purchase and Sale Agreement dated as of February 28, 1997 by and between ADE Corporation and Dennis E. Speliotis, individually and as Trustee of Thouria Investment Trust under a Declaration of Trust dated August 18, 1992, Elias Speliotis, Evanthia Speliotis and Ismene Speliotis (filed as Exhibit 10.20 to the Company's Form 10-K for the fiscal year ended April 30, 1997 and incorporated herein by reference). 3.1 Restated Articles of Organization (filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1 (33-96408) or amendments thereto and incorporated herein by reference). 3.2 By-laws (filed as Exhibit 3.2 to the Company's Registration Statement on Form S-1 (33-96408) or amendments thereto and incorporated herein by reference). 4.1 Registration Rights Agreement dated as of February 28, 1997 by and between ADE Corporation and Dennis E. Speliotis, individually and as Trustee of Thouria Investment Trust under a Declaration of Trust dated August 18, 1992 recorded in the Middlesex South District Registry of Deeds at Book 22305, Page 375 (filed as Exhibit 10.21 to the Company's Form 10-K for the fiscal year ended April 30, 1997 and incorporated herein by reference). 4.2 Registration Rights Agreement dated as of February 27, 1997, by and among ADE Corporation and Advanced Development Corporation, David C. Bono and Alan Sliski (filed as Exhibit 10.19 to the Company's Form 10-K for the fiscal year ended April 30, 1997 and incorporated herein by reference). 4.3 Registration Rights Agreement dated as of May 31, 1998 by and among ADE Corporation, Chris Koliopoulos and David Basila (filed as Exhibit 4.6 to the Company's Form 8-K dated June 25, 1998 and incorporated herein by reference). 10.1 Form of Employee Confidentiality Agreement (filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1 (333-96408) or amendments thereto and incorporated herein by reference). 10.2 2000 Stock Option Plan (filed as Exhibit A to the Company's Proxy Statement with respect to its Annual Meeting of Shareholders for the fiscal year ended April 30, 2000 and incorporated herein by reference). 10.3 1997 Stock Option Plan (filed as Exhibit 4.3 to the Company's Registration Statement on Form S-8(333-46505) or amendments thereto and incorporated herein by reference). 10.4 Amendment to 1997 Stock Option Plan dated April 7, 1999 (filed as Exhibit 10.3 to the Company's Form 10-K for the fiscal year ended April 30, 1999 and incorporated herein by reference). 20 10.5 1995 Stock Option Plan (filed as Exhibit 10.4 to the Company's Registration Statement on Form S-1 (33-96408) or amendments thereto and incorporated herein by reference).* 10.6 1992 Stock Option Plan (filed as Exhibit 10.5 to the Company's Registration Statement on Form S-1 (33-96408) or amendments thereto and incorporated herein by reference).* 10.7 Amendment to 1992 Stock Option Plan dated April 7, 1999 (filed as Exhibit 10.6 to the Company's Form 10-K for the fiscal year ended April 30, 1999 and incorporated herein by reference). 10.8 1982 Stock Option Plan (filed as Exhibit 4.5 to the Company's Registration Statement on Form S-8 (333-2280) and incorporated herein by reference).* 10.9 Employee Stock Purchase Plan (as amended) (filed as Exhibit 10.6 to the Company's Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by reference).* 10.10 Lease of ADE Optical Systems' Charlotte, North Carolina facility, dated June 26, 1984, as assigned and renewed, between Pine Brook Center Limited Partnership and ADE Optical Systems Corporation (filed as Exhibit 10.7 to the Company's Registration Statement on Form S-1 (33-96408) or amendments thereto and incorporated herein by reference). 10.11 Purchase and Sale Agreement for 80 Wilson Way, Westwood, Massachusetts, dated January 11, 1996, between Met Path New England, Inc., and the Company, with Schedules (filed as Exhibit 10.12 to the Company's Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by reference). 10.12 Loan Agreement dated as of June 7, 1996, among GE Capital Public Finance, Inc., Massachusetts Industrial Finance Agency and the Company (filed as Exhibit 10.9 to the Company's Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by reference). 10.13 Certificate as to Nonarbitrage and Tax Compliance, dated as of June 7, 1996, from the Company to Massachusetts Industrial Finance Agency (filed as Exhibit 10.10 to the Company's Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by reference). 10.14 Letter of Credit Agreement, dated June 7, 1996, between Citizens Bank of Massachusetts and the Company (filed as Exhibit 10.11 to the Company's Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by reference). 10.15 Mortgage, Security Agreement, and Assignment, dated June 7, 1996, from the Company to Citizens Bank of Massachusetts (filed as Exhibit 10.13 to the Company's Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by reference). 10.16 Pledge Agreement, dated June 7, 1996, from the Company to Citizens Bank of Massachusetts (filed as Exhibit 10.14 to the Company's Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by reference). 10.17 Oil and Hazardous Materials Indemnification Agreement, dated June 7, 1996, between the Company and Citizens Bank of Massachusetts (filed as Exhibit 10.15 to the Company's Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by reference). 10.18 Indemnification Agreement, dated as of February 28, 1996, among MetPath of New England, Inc., Corning Life Sciences, Inc. and the Company (filed as Exhibit 10.16 to the Company's Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by reference). 21 10.19 Letter Agreement regarding collateral assignment of Indemnification from the Company to Citizens Bank of Massachusetts, with attachment, (filed as Exhibit 10.17 to the Company's Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by reference). 10.20 Escrow Agreement dated as of May 31, 1998 by and among ADE Corporation, Chris Koliopoulos, David Basila, and Norman Fenton as Escrow Agent (as Exhibit 10.20 to the Company's Form 10-K for the fiscal year ended April 30, 1998, and incorporated herein by reference.). 10.21 Noncompetition Agreement dated as of May 31, 1998 by and between ADE Corporation and Chris Koliopoulos (filed as Exhibit 10.21 to the Company's Form 10-K for the fiscal year ended April 30, 1998, and incorporated herein by reference). 10.22 Noncompetition Agreement dated as of May 31, 1998 by and between ADE Corporation and David Basila (filed as Exhibit 10.22 to the Company's Form 10-K for the fiscal year ended April 30, 1998, and incorporated herein by reference). 10.23 Employment Agreement dated as of May 31, 1998 by and between Phase Shift Technology, Inc. and Chris Koliopoulos (filed as Exhibit 10.23 to the Company's Form 10-K for the fiscal year ended April 30, 1998, and incorporated herein by reference). 10.24 Employment Agreement dated as of May 31, 1998 by and between Phase Shift Technology, Inc. and David Basila (filed as Exhibit 10.24 to the Company's Form 10-K for the fiscal year ended April 30, 1998, and incorporated herein by reference). 21.1 Subsidiaries of the Company (filed herewith). 23.1 Consent of PricewaterhouseCoopers LLP (filed as Exhibit 23.1 to the Company's Form 10-K for the fiscal year ended April 30, 1999 and incorporated herein by reference). 27 Financial Data Schedule (filed herewith). - -------------------------- * Compensatory plan or agreement applicable to management and employees. 22 EX-21.1 2 a2033030zex-21_1.txt EXHIBIT 21.1 EXHIBIT 21.1 ADE CORPORATION List of Wholly-Owned Subsidiaries ADE Phase Shift, Inc. ADE Technologies, Inc. 3470 E. Universal Way 77 Rowe Street Tucson, AZ 85706 Newton, MA 02466 ADE Optical Systems Corporation ADE International Corporation 9625 Southern Pine Boulevard 32 Loockerman Square Charlotte, NC 28273 Suite L-100 Dover, DE ADE International GmbH ATI Foreign Sales Corporation Klausnerring 17 c/o Corporate Services 85551 Kirchheim Price Waterhouse Centre 85551 Heimstetten Collymore Rock, St. Michael Germany Barbados ADE Securities Corporation ADE Software Corporation 80 Wilson Way 80 Wilson Way Westwood, MA 02090 Westwood, MA 02090 List of Partially-Owned Subsidiaries Japan ADE Ltd. Tokimec Building 16-1, 2-chome, Minamikamata Ohta-ku, Tokyo 144 Japan EX-27 3 a2033030zex-27.txt EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF ADE CORPORATION FOR THE SIX MONTHS ENDED OCTOBER 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS APR-30-2001 MAY-01-2000 OCT-31-2000 31,994 0 22,192 (744) 35,566 96,943 28,958 (15,562) 141,413 28,235 11,647 0 0 135 101,396 141,413 45,861 45,861 23,090 23,090 23,727 0 (665) (291) 64 (355) 0 0 0 (773) (0.06) (0.06)
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