-----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, Njz+Ryf5o+JAMl4ibHVQqeSAXEBUWz+ARLYasbr6iyER8FOYGzOlAes7kx3a6g4G uSAnQEYSbq1Xbn6ZoqaaTA== 0001157523-03-002460.txt : 20030617 0001157523-03-002460.hdr.sgml : 20030617 20030617161307 ACCESSION NUMBER: 0001157523-03-002460 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030617 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADE CORP CENTRAL INDEX KEY: 0000884498 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 042441829 STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26714 FILM NUMBER: 03747483 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 8-K 1 a4417175.txt ADE CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2003 ADE CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 0-26714 04-2441829 ------------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 80 Wilson Way Westwood, Massachusetts 02090 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (781) 467-3500 --------------------------------------------------- (Registrant's telephone number, including area code) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. ADE Corporation hereby furnishes the following exhibit: Exhibit No. Item 99.1 Fourth Quarter 2003 Earnings Release dated June 17, 2003. Item 9. Regulation FD Disclosure (Item 12, Results of Operations and Financial Condition). The following information and Exhibit 99.1 are furnished pursuant to Item 12, "Results of Operations and Financial Condition" and are included under this Item 9 in accordance with SEC Release No. 33-8216. On June 17, 2003, ADE Corporation issued a press release reporting its financial results for the year ended April 30, 2003. The press release is attached hereto as Exhibit 99.1. The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. EXHIBIT INDEX Exhibit No. Description 99.1 Fourth Quarter 2003 Earnings Release dated June 17, 2003. 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 By: /s/ Brian C. James ------------------------------------------------- Brian C. James Executive Vice President, Treasurer and Chief Financial Officer Date: June 17, 2003 EX-99 3 a4417175ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 ADE Corporation Reports Profitable Fourth Quarter; Company Increases Quarterly Revenues by 21% Year Over Year and Generates $3.8 Million in Positive Cash Flow WESTWOOD, Mass.--(BUSINESS WIRE)--June 17, 2003--ADE Corporation (NASDAQ: ADEX), a leading supplier of production metrology and inspection systems for the semiconductor wafer, semiconductor device, magnetic storage and optics manufacturing industries, today reported financial results for the fiscal fourth quarter and year ended April 30, 2003. ADE reported revenues of $20.0 million for the fourth quarter of fiscal 2003. This compares with $16.6 million for the fourth quarter of fiscal 2002 and $18.5 million for the third quarter of fiscal 2003. ADE's net income for the fourth quarter of fiscal 2003 was $0.2 million, or $0.02 per share, with 13.7 million weighted average basic and diluted shares outstanding. This compares with a net loss of $4.1 million, or $0.30 per share, with 13.7 million weighted average basic and diluted shares outstanding, for the fourth quarter of fiscal 2002 and net income of $0.6 million, or $0.04 per share, with 13.7 million weighted average shares outstanding, for the third quarter of fiscal 2003. Backlog was $25.1 million on April 30, 2003, up slightly from $24.6 million on January 31, 2003. Cash and cash equivalents, which exclude $3.2 million of restricted cash, totaled $21.5 million at April 30, 2003, an increase of 22% from $17.6 million at January 31, 2003. For the fiscal year ended April 30, 2003, the company reported revenues of $71.2 million, compared with $81.8 million in fiscal 2002. For the full year, ADE's net loss for fiscal year 2003 was $7.4 million, or $0.54 per basic and diluted share, with 13.7 million weighted average basic and diluted shares outstanding. This compares with a net loss of $23.1 million, or $1.70 per basic and diluted share, with 13.6 million weighted average basic and diluted shares outstanding in fiscal 2002. The Company's net loss in fiscal 2002 included a non-cash income tax valuation allowance of $10.6 million. "Our financial results improved substantially through the fiscal year as we succeeded in reducing costs, improving top-line growth and increasing cash generation," stated ADE Chief Financial Officer Brian James. "ADE completed fiscal 2003 by achieving key fourth-quarter financial and operational targets," said Mr. James. "A healthy mix of both 200mm and 300mm demand enabled us to grow quarterly revenues by more than 20% year over year. Gross margins remained strong, due primarily to our continued focus on reducing costs and improving operational efficiency throughout the ADE organization. We also posted another profitable quarter under generally challenging industry-wide economic conditions and enhanced our balance sheet with nearly $4 million in positive cash flow. And, with approximately $25 million in cash, marketable securities and restricted cash, we believe we have the financial resources necessary to continue executing our business strategy." ADE President and Chief Executive Officer Dr. Chris L. Koliopoulos added, "Our advanced products for the wafer market, such as AFS-Advanced Flatness System(TM), NanoMapper(TM) and AWIS(TM) tools, contributed to increased sales in the fourth quarter. In addition, WaferSight(TM), ADE's next-generation optical-based wafer flatness metrology solution, is quickly gaining acceptance in the market and becoming the new industry production standard for advanced 300mm wafers through the 35 nanometer generation." Dr. Koliopoulos added that ADE continued to experience the greatest amount of recent order activity in Asia and Japan. In Japan, 300mm equipment inquiries and sales were robust, indicating that 300mm wafer production continues to gain momentum in that country. Looking Ahead "We expect ADE's first-quarter fiscal 2004 revenues to increase on a year-over-year basis, yet decline sequentially based on the bookings activity we experienced earlier in fiscal 2003 and an expected increase in deferred revenues associated with heavier shipments into Japan through our joint venture, JAL," Dr. Koliopoulos said. "We are confident, however, that revenue growth will resume in subsequent quarters. This confidence stems, in part, from the fact that several major customers have announced plans to add 300mm wafer capacity, which will nearly double worldwide capacity within the next 10 months in anticipation of a growth in demand. Meanwhile, others are seeking ways to maximize their capacity and enhance throughput. These suppliers continue to turn to ADE for the best-of-breed metrology and inspection systems they need to accomplish those missions. Given these positive market trends, our ongoing cost-reduction efforts, advanced product portfolio and strong market position, ADE is poised for a solid and profitable fiscal 2004." Conference Call Reminder ADE will host a conference call to discuss the Company's fourth-quarter and year-end financial results on Wednesday, June 18, 2003 at 8:30 a.m. (ET). To participate in the webcast, please visit the "Investor Relations" section of the ADE website, located at http://www.ade.com, fifteen minutes prior to the start of the conference call. About ADE Corporation ADE Corporation is a leading supplier of metrology and inspection systems required for production in the silicon wafer, semiconductor device, magnetic data storage and optics manufacturing industries. The Company's systems analyze and report product quality at critical manufacturing process steps for yield enhancement, providing quality certification data that is relied upon by semiconductor wafer, device and computer disk manufacturers. The Company's systems also are used for production measurements in the semiconductor chip fabrication process. To learn more about ADE, visit the Company's Web site at http://www.ade.com. Safe Harbor This news release 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 or implied by such statements. Those statements that make reference to the Company's expectations, predictions, beliefs, assumptions and anticipations should be considered forward-looking statements. These statements include, but are not limited to, those associated with expected demand in the wafer, device and data storage markets; continued execution of ADE's business strategies, acceptance of ADE products, and financial performance for the first quarter of fiscal 2004 and full year 2004. These statements involve risks and uncertainties including those associated with the strength of the semiconductor, data storage and device 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; the Company's ability to increase gross margins, its visibility; and the effects of the real estate market on the Company's property initiatives. Further information on potential factors that could affect ADE Corporation's business is described 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, 2002. Attached are the Company's condensed consolidated statements of operations and balance sheets. ADE CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share amounts) Three months Twelve months ended ended April 30, April 30, 2003 2002 2003 2002 Revenue $19,986 $16,580 $71,247 $81,806 Cost of revenue 10,513 9,076 39,179 48,132 Gross profit 9,473 7,504 32,068 33,674 Operating expenses: Research and development 4,187 5,517 17,521 22,783 Marketing and sales 3,221 2,953 11,595 13,064 General and administrative 1,840 3,186 10,007 11,290 Total operating expenses 9,248 11,656 39,123 47,137 Income (loss) from operations 225 (4,152) (7,055) (13,463) Interest and other income (expense), net (67) (105) (434) 256 Income (loss) before provision for (benefit from)income taxes and equity in net earnings (loss) of affiliated companies 158 (4,257) (7,489) (13,207) Provision for (benefit from) income taxes 20 (198) 91 10,416 Income (loss) before equity in net earnings (loss) of affiliated companies 138 (4,059) (7,580) (23,623) Equity in net earnings (loss) of affiliated companies 73 (62) 175 498 Net income (loss) $211 $(4,121) $(7,405) $(23,125) Basic earnings (loss) per share $0.02 $(0.30) $(0.54) $(1.70) Diluted earnings (loss) per share $0.02 $(0.30) $(0.54) $(1.70) Weighted average shares outstanding - basic 13,747 13,659 13,710 13,615 Weighted average shares outstanding - diluted 13,748 13,659 13,710 13,615 ADE CORPORATION UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET (In thousands) April 30, April 30, 2003 2002 Assets Cash and cash equivalents $21,476 $26,108 Marketable securities 1,060 2,571 Accounts receivable, net 13,385 11,725 Inventories 29,349 32,701 Other current assets 1,046 1,278 Total current assets 66,316 74,383 Fixed assets, net 20,923 30,658 Investments 3,724 3,610 Restricted cash 3,157 3,352 Other assets 6,996 2,748 Total assets $101,116 $114,751 Liabilities and Stockholders' Equity Total current liabilities $16,237 $20,714 Long-term debt 10,082 10,715 Total stockholders' equity 74,797 83,322 Total liabilities and stockholders' equity $101,116 $114,751 CONTACT: ADE Corporation Brian James, 781/467-3500 -----END PRIVACY-ENHANCED MESSAGE-----