-----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, VyxHZ8Nnp7QPCVIXZuzBEA8GuOMfNWRuVy2fbMir32D24r0prfja1dQyMlDCjML8 /RkSD4aqq7wpSzA24+IvCQ== 0001157523-04-008097.txt : 20040825 0001157523-04-008097.hdr.sgml : 20040825 20040824180538 ACCESSION NUMBER: 0001157523-04-008097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040824 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040825 DATE AS OF CHANGE: 20040824 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: 04995005 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 a4707893.txt ADE CORP. 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): August 24, 2004 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition. On August 24, 2004, ADE Corporation issued a press release reporting its financial results for the three months ended July 31, 2004. The press release is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release dated August 24, 2004 by ADE Corporation. This press release, which has been furnished solely for Item 2.02, shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 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: August 24, 2004 ADE CORPORATION EXHIBIT INDEX Exhibit Number Description - --------- ---------------- 99.1 Press Release dated August 24, 2004 by ADE Corporation. EX-99.1 2 a4707893ex991.txt PRESS RELEASE EXHIBIT 99.1 ADE Corporation Reports Record Earnings And 48% Year-Over-Year Revenue Growth For First Quarter Of Fiscal 2005; Net Income Increases 56 Percent Sequentially WESTWOOD, Mass.--(BUSINESS WIRE)--Aug. 24, 2004--ADE Corporation (Nasdaq: ADEX) today reported its financial results for the first fiscal quarter of 2005 ended July 31, 2004. Revenue grew to $28.3 million in the first quarter of fiscal 2005, up eight percent from $26.2 million in the fourth quarter of fiscal 2004, and up 48 percent from $19.1 million in the first quarter of fiscal 2004. ADE set a new Company record by generating $5.1 million in net income, or $0.35 per diluted share, for the first quarter of fiscal 2005. This is an increase of 56 percent from $3.2 million, or $0.23 per diluted share, for the fourth quarter of fiscal 2004 and 181 percent from $1.8 million, or $0.13 per diluted share, for the year-ago quarter. The net income figure for first-quarter fiscal 2004 included approximately $400,000 in severance charges as well as a $1.7 million gain on the sale of a portion of the Company's then 50 percent ownership in Japan ADE, Ltd. (JAL). "ADE performed admirably in the first quarter of fiscal 2005, achieving record earnings while significantly adding to our cash position," said Dr. Chris L. Koliopoulos, ADE's president and chief executive officer. "In addition to our financial success, ADE made two significant new product announcements at Semicon West in July that utilize our core technologies, broaden our product portfolio and address growing markets." "By consistently meeting or exceeding its operational and financial goals, ADE has been able to take advantage of strategic opportunities to further strengthen its position in our core silicon wafer manufacturing market and in the growing area of semiconductor production process control. ADE will continue to leverage its broad intellectual property to drive further growth," Dr. Koliopoulos concluded. ADE's backlog increased 11 percent to $46.0 million on July 31, 2004 from $41.5 million on April 30, 2004. Gross margin was 53 percent for the first fiscal quarter, up from 51 percent for the fourth quarter of fiscal 2004 and up eight hundred basis points from 45 percent for the first quarter a year ago. The increase in gross margin was achieved through improvements in ADE's operational efficiencies and changes in its product and geographic sales mix. ADE generated approximately $4.7 million in positive cash flow for the first quarter of fiscal 2005. Cash and cash equivalents totaled $46.2 million at July 31, 2004. This compares with $41.6 million at the end of fiscal 2004. ADE Chief Financial Officer Brian James said, "ADE's financial performance is now among the very best in our industry. We have been able to leverage a significant portion of our revenue growth directly to our bottom line while continuing to build a stronger balance sheet and deliver opportunistic new products. While bare wafer remains the largest portion of our revenue stream today, we have been able to enter attractive new markets because of our multiple core technologies, and this strategy should provide us with new revenue streams for years to come." Looking Ahead "We are proud of the financial success that ADE achieved to open fiscal 2005, and we believe that we can post even stronger results in the second quarter," added Dr. Koliopoulos. "While the latest industry forecasts have been mixed, our near-term visibility remains good. Even if the pause in capital equipment spending that some have predicted should occur, we are confident in ADE's technology leadership as well as its market position, and we are encouraged that the industry will remain committed to increasing 300mm capacity and this will be a year of growth for ADE." For the second quarter of fiscal 2005, ADE anticipates that revenues will continue to rise sequentially, increasing in the range of two to eight percent. The Company expects to achieve gross margins in the range of 51 percent to 53 percent for this period. Based on these factors, ADE expects to report another quarter of record earnings, with net income ranging from $0.35 to $0.40 per diluted share for the second quarter of fiscal 2005. This net income guidance assumes 14.4 million weighted average shares outstanding for the period ending October 31, 2004. Conference Call Reminder ADE will host a conference call and webcast on August 25, 2004 at 8:30 a.m. Eastern Daylight Time (EDT) to discuss these financial results. To participate in the webcast, please visit the "Investor Relations" section of the ADE website, located at www.ade.com. A replay of the call will be available on the website two hours after the completion of the conference call and will continue to be available for a period of one year. About ADE Corporation ADE Corporation is a leading supplier of production process control and quality certification systems for the semiconductor device, silicon wafer, magnetic data storage, and optics manufacturing industries. The Company's systems measure and inspect a variety of bare silicon and patterned wafers for dimensional parameters, surface defects, particles, and process non-uniformities, analyzing and reporting product quality at critical manufacturing process steps for yield enhancement. To learn more about ADE, visit the Company's Website at http://www.ade.com. 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, assumptions, plans and anticipations should be considered forward-looking statements. These statements include, but are not limited to, those associated with the success of its newly introduced products, the commitment of wafer manufacturers to 300mm wafer production, the Company's ability to enter new markets, the Company's financial performance for the second fiscal quarter of 2005, as well as the other statements under "Looking Ahead" in this news release. 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 growth in backlog and enhanced operating leverage; and the Company's ability to generate strong gross margins. ADE disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. 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, 2004. Below 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 ended July 31 ----------------- 2004 2003 -------- -------- Revenue $28,313 $19,066 Cost of revenue 13,392 10,532 -------- -------- Gross profit 14,921 8,534 -------- -------- Operating expenses: Research and development 3,626 3,697 Marketing and sales 3,469 2,005 General and administrative 2,663 2,165 Restructuring charges - 393 -------- -------- Total operating expenses 9,758 8,260 -------- -------- Income from operations 5,163 274 Gain on sale of long-term investment - 1,729 Interest and other income (expense), net 43 (162) -------- -------- Income before provision for income taxes and equity in net earnings of affiliated companies 5,206 1,841 Provision for income taxes 148 88 -------- -------- Income before equity in net earnings of affiliated companies 5,058 1,753 Equity in net earnings of affiliated companies - 48 -------- -------- Net income $5,058 $1,801 ======== ======== Basic earnings per share $0.36 $0.13 Diluted earnings per share $0.35 $0.13 Weighted average shares outstanding - basic 14,007 13,768 Weighted average shares outstanding - diluted 14,285 13,827 ADE CORPORATION UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET (In thousands) July 31, April 30, 2004 2004 Assets Cash and cash equivalents $46,229 $41,560 Marketable securities 831 1,084 Accounts receivable, net 14,972 13,604 Inventories 33,245 32,745 Other current assets 1,365 1,068 --------- --------- Total current assets 96,642 90,061 Fixed assets, net 10,391 10,829 Investments 499 499 Restricted cash 639 637 Other assets 6,408 6,449 --------- --------- Total assets $114,579 $108,475 ========= ========= Liabilities and Stockholders' Equity Total current liabilities $18,067 $17,089 Deferred gain on sale-leaseback 1,581 1,609 Long-term debt 3,565 3,608 Total stockholders' equity 91,366 86,169 --------- --------- Total liabilities and stockholders' equity $114,579 $108,475 ========= ========= CONTACT: ADE Corporation Brian James, 781-467-3500 Executive VP and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----