-----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, GYQ6b7ACCLiAsuTYf6sCGPeaCzJZgPJlVpefDexpwaIrjiTzOdQtgqx6TInP/wTt WBbRiCAIeD5gt/wkQaPrfg== 0001157523-04-011111.txt : 20041130 0001157523-04-011111.hdr.sgml : 20041130 20041130164926 ACCESSION NUMBER: 0001157523-04-011111 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041130 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041130 DATE AS OF CHANGE: 20041130 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: 041175069 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 a4775335.txt ADE CORPORATION 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): November 30, 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 November 30, 2004, ADE Corporation issued a press release reporting its financial results for the three and six months ended October 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 November 30, 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: November 30, 2004 ADE CORPORATION EXHIBIT INDEX Exhibit Number Description - -------- ----------- 99.1 Press Release dated November 30, 2004 by ADE Corporation. EX-99.1 2 a4775335ex991.txt PRESS RELEASE Exhibit 99.1 ADE Corporation Reports Record Earnings; Grows Second-Quarter Revenue by 45% Year-Over-Year WESTWOOD, Mass.--(BUSINESS WIRE)--Nov. 30, 2004--ADE Corporation (Nasdaq: ADEX) today reported its financial results for the second quarter of fiscal 2005 ended October 31, 2004. Revenue grew to $29.3 million in the second quarter of fiscal 2005, up three percent from $28.3 million in the first quarter of fiscal 2005 and up 45 percent from $20.2 million in the second quarter of fiscal 2004. ADE set a new Company record by generating $6.3 million in net income, or $0.44 per diluted share, for the second quarter of fiscal 2005. This is an increase of 25 percent from $5.1 million, or $0.35 per diluted share, for the first quarter of fiscal 2005 and an increase of 270 percent from $1.7 million, or $0.12 per diluted share, for the year-ago quarter. "Financially, the second quarter was another success for ADE Corporation and its employees as we posted robust year over year growth in revenue and set another record for earnings, exceeding net income totals from the previous quarter's record earnings," said Dr. Chris L. Koliopoulos, ADE's president and chief executive officer. "Shipments of 300mm wafer metrology and inspection equipment were especially strong during the quarter as customers accelerated their installation schedules. The growth of 300mm wafer capacity continued to account for a substantial share of our metrology and inspection system sales. Japan remained the strongest geographic sector for ADE this quarter, followed by the Asia Pacific region, Europe and the United States, respectively." Dr. Koliopoulos continued, "On the technology front, we continue our work to leverage ADE's patented technology to a broader product portfolio to provide the Company with additional revenue streams in new and attractive markets in the semiconductor industry. For instance, ADE now has unique new product offerings in surface topography tools for copper CMP monitoring of patterned wafers. We have also recently launched a yield management and data mining system for wafer manufacturers and will soon be introducing our next generation micro-particle inspection and defect classification tools. These new product offerings will help us increase our share in the semiconductor device and wafer fabrication market and we expect them to begin generating revenue for ADE by the end of fiscal 2005." ADE's backlog increased 53 percent to $48.1 million on October 31, 2004 from $31.5 million on October 31, 2003. Gross margin was 54 percent for the second quarter of fiscal 2005, up from 49 percent for the second quarter of fiscal 2004. The increase in gross margin was achieved through improvements in ADE's operational efficiencies and changes in its product and geographic sales mix as 300mm wafer capacity expansion continued. ADE generated nearly $4.0 million in positive cash flow for the second quarter of fiscal 2005. Cash and cash equivalents totaled $50.2 million at October 31, 2004 and reflect a 21% sequential increase from $41.6 million at the end of fiscal 2004. ADE Chief Financial Officer Brian James said, "ADE's stellar operating leverage was again demonstrated in the second quarter of fiscal 2005. The Company expanded gross margins to a seven-year high, grew operating margins to an impressive 22 percent and increased its cash balance to more than $50 million, ADE's highest level in over 5 years. Our book-to-bill ratio, meanwhile, remained in excess of 1 to 1, higher than industry average for the quarter, although the pace of orders slowed somewhat as we moved through the quarter." Looking Ahead "Like many in our industry we believe near-term visibility has decreased somewhat and we are seeing mixed signals about spending plans for the next couple of quarters. This activity leads us to believe we could possibly be facing a pause in order activity that translates into a revenue guidance range that is slightly wider than our historical norm. While we are being prudently cautious in our guidance, we expect that our earnings and cash flow will remain strong, as we work toward a year of record earnings," added Dr. Koliopoulos. For the third quarter of fiscal 2005, ADE anticipates that revenues will be in the range of $27 million to $30 million. The Company expects to achieve gross margins in the range of 50 percent to 52 percent for this period. Based on these factors, ADE expects to report net income ranging from $0.32 to $0.42 per diluted share for the third quarter of fiscal 2005. This net income guidance assumes 14.3 million weighted average shares outstanding for the period ending January 31, 2005. Conference Call Reminder ADE will host a conference call and webcast on December 1, 2004 at 8:30 a.m. Eastern Time (ET) 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 metrology and inspection systems for the semiconductor wafer, semiconductor device, magnetic data storage and optics manufacturing industries. The Company's systems analyze and report product quality at critical manufacturing 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 www.ade.com, which is not a part of this release. 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 Company's ability to commercialize new products by the end of fiscal 2005, the need for 200mm and 300mm manufacturers to increase capacity, and the Company's financial performance for the third quarter and full fiscal year, as well as other statements under " Looking Ahead" in the 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 Six months ended October 31 October 31 ------------------- ------------------- 2004 2003 2004 2003 --------- --------- --------- --------- Revenue $29,289 $20,206 $57,601 $39,271 Cost of revenue 13,543 10,223 26,934 20,754 --------- --------- --------- --------- Gross profit 15,746 9,983 30,667 18,517 --------- --------- --------- --------- Operating expenses: Research and development 3,657 3,704 7,283 7,401 Marketing and sales 2,815 2,409 6,285 4,414 General and administrative 2,864 2,496 5,527 4,661 Restructuring charges - - - 393 --------- --------- --------- --------- Total operating expenses 9,336 8,609 19,095 16,869 --------- --------- --------- --------- Income from operations 6,410 1,374 11,572 1,648 Gain on sale of long-term investment - - - 1,729 Interest and other income (expense), net 71 58 115 (104) --------- --------- --------- --------- Income before provision for (benefit from) income taxes and equity in net earnings of affiliated companies 6,481 1,432 11,687 3,273 Provision for (benefit from) income taxes 178 (273) 326 (185) --------- --------- --------- --------- Income before equity in net earnings of affiliated companies 6,303 1,705 11,361 3,458 Equity in net earnings of affiliated companies - - - 48 --------- --------- --------- --------- Net income $6,303 $1,705 $11,361 $3,506 ========= ========= ========= ========= Basic earnings per share $0.45 $0.12 $0.81 $0.25 Diluted earnings per share $0.44 $0.12 $0.80 $0.25 Weighted average shares outstanding - basic 14,042 13,875 14,024 13,822 Weighted average shares outstanding - diluted 14,257 14,196 14,271 14,057 ADE CORPORATION UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET (In thousands) October 31, 2004 April 30, 2004 Assets Cash and cash equivalents $50,178 $41,560 Marketable securities 893 1,084 Accounts receivable, net 22,044 13,604 Inventories 32,032 32,745 Other current assets 1,135 1,068 -------------- -------------- Total current assets 106,282 90,061 Fixed assets, net 9,891 10,829 Investments 499 499 Restricted cash 631 637 Other assets 6,367 6,449 -------------- -------------- Total assets $123,670 $108,475 ============== ============== Liabilities and Stockholders' Equity Total current liabilities $20,700 $17,089 Deferred gain on sale-leaseback 1,553 1,609 Long-term debt 3,521 3,608 Total stockholders' equity 97,896 86,169 -------------- -------------- Total liabilities and stockholders' equity $123,670 $108,475 ============== ============== CONTACT: ADE Corporation Brian James, 781-467-3500 Executive VP and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----