-----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, D/Yt6UD+fCpf0YZG3lhD4eagScWrZf1/F0yTrVckzWj+xEhzl6Sa27XXumYCUS8a abrRx7HZCfawbCPEtZ4VHQ== 0001157523-05-010638.txt : 20051206 0001157523-05-010638.hdr.sgml : 20051206 20051206165213 ACCESSION NUMBER: 0001157523-05-010638 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051206 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051206 DATE AS OF CHANGE: 20051206 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: 051247543 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 a5034640.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): December 6, 2005 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 December 6, 2005, ADE Corporation issued a press release reporting its financial results for the three and six months ended October 31, 2005. The press release is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated December 6, 2005 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: December 6, 2005 ADE CORPORATION EXHIBIT INDEX Exhibit Number Description - ----------- ---------------- 99.1 Press Release dated December 6, 2005 by ADE Corporation. EX-99.1 2 a5034640ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 ADE Corporation Reports Revenue and EPS at High End of Second Quarter Guidance; Company Sets Another Record For Cash Balance WESTWOOD, Mass.--(BUSINESS WIRE)--Dec. 6, 2005--ADE Corporation (Nasdaq: ADEX) today reported its financial results for its second quarter of fiscal 2006 ended October 31, 2005. Revenue for the second quarter of fiscal 2006 was $23.6 million, compared with $24.3 million for the first quarter of fiscal 2006 and $29.3 million for the second quarter of fiscal 2005. ADE posted net income of $2.9 million, or $0.20 per diluted share, for the second quarter of fiscal 2006. This compares with net income of $2.9 million, or $0.20 per diluted share, for the first quarter of fiscal 2006. "ADE continued to perform well during the recent quarters of industry slowdown, generating strong operating income and pushing our total cash balance to record levels," said Dr. Chris L. Koliopoulos, ADE's president and chief executive officer. "Bookings increased sequentially in the second quarter, which we believe suggests that we may have turned the corner in terms of sales volume. For the second quarter, revenue was strongest in Japan and Asia-Pacific for ADE, with those markets contributing 45 percent and 30 percent of our total revenue, respectively," Dr. Koliopoulos continued. "The U.S. market remained steady on a sequential basis at 20 percent of revenue, while the remaining five percent came from Europe." "Contribution from the data storage market grew nicely during the quarter to 20 percent of our total revenue. We expect sales for these products will continue to escalate along with the adoption of perpendicular magnetic recording techniques for small form factor hard disk drives and rising demand for hand held devices. The wafer market, meanwhile, contributed 70 percent of our total second-quarter revenue while device makers generated the remaining 10 percent of revenue." Dr. Koliopoulos added, "Our financial outlook has brightened substantially in recent months. Quote activity is on the rise, particularly for our new NanoXam(TM), WaferXam(TM) and FabVision(TM) tools. These tools, along with rising wafer starts and utilization, will help fuel our future financial performance as they become broadly adopted." ADE's backlog on October 31, 2005 was $40.2 million. This compares with $42.1 million on July 31, 2005 and $48.1 million on October 31, 2004. Gross margin for the second fiscal quarter of 2006 was 56 percent. This compares with 56 percent for the prior quarter and 54 percent for the year-ago second fiscal quarter. ADE ended the second quarter with $82.1 million in cash, cash equivalents and marketable securities. This is up 11 percent from $73.7 million at year-end fiscal 2005 and is up 61 percent from $51.1 million at October 31, 2004. ADE Chief Financial Officer Brian James said, "ADE met its major objectives for the second quarter as ADE posted financial results that were at the high end of our guidance. Our execution remained crisp, enabling us to maintain excellent gross margins and double-digit operating margins. We also enhanced our balance sheet further, ending the quarter with a record cash position." Business Outlook "Many signs are pointing to an improving second half of fiscal 2006 for ADE," stated Dr. Koliopoulos. "According to recent announcements by wafer suppliers as well as industry experts, overall wafer fab utilization rates have now risen above 90 percent, which has triggered a new wave of expansion plans. We expect that ADE will benefit from this trend as capacity is added given its strong market share in both 200mm and 300mm metrology and inspection tools." "At the same time, ADE's new tools are receiving positive feedback in the wafer and device markets," he continued. "NanoXam, our new patterned wafer metrology system, was recently accepted by a leading analog DSP manufacturer, and we expect sales for this tool will increase in the later part of this fiscal year. We are on a similar timeline with FabVision, ADE's yield management system, which is expected to contribute meaningfully to revenue during the second half of fiscal 2006. Our next-generation particle inspection and defect classification tool, WaferXam also is expected to begin generating revenue in the months ahead. This convergence of several positive indicators bodes well for ADE and its shareholders in the future as 300mm wafer production continues its rapid growth rate in the coming years." For the third quarter of fiscal 2006, the Company anticipates that revenue will be in the range of $24 million to $26 million. Gross margins are expected to be in the range of 53 percent to 55 percent. Based on these factors, the Company anticipates earnings in the range of $0.20 to $0.24 per share for the third quarter of fiscal 2006, assuming an effective book tax rate of 36 percent. ADE expects to continue to utilize NOLs and credits to reduce its cash based tax obligations. This earnings per share guidance assumes approximately 14.7 million weighted average diluted shares outstanding for the period ending January 31, 2006. Conference Call Reminder ADE will host a conference call and webcast on December 7, 2005 at 8:30 a.m. Eastern Time (ET) to discuss the second quarter financial results and business outlook. 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 success of the Company's new and existing products, orders and revenue associated with those products for the remainder of fiscal 2006, market demand, wafer starts, and the Company's financial performance for the third quarter and the balance of the fiscal year, as well as other statements under "Business Outlook" 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 ADE's 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; the Company's ability to generate strong gross margins; optimism based on the Company's book-to-bill ratio; the potential of rapidly slowing order flow; and the potential impact of promulgations. 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, 2005. ADE CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share amounts) Three months ended Six months ended October 31 October 31 ------------------ ----------------- 2005 2004 2005 2004 -------- -------- -------- -------- Revenue $23,614 $29,289 $47,926 $57,601 Cost of revenue 10,396 13,543 21,099 26,934 -------- -------- -------- -------- Gross profit 13,218 15,746 26,827 30,667 -------- -------- -------- -------- Operating expenses: Research and development 3,819 3,657 7,630 7,283 Marketing and sales 2,940 2,815 6,450 6,285 General and administrative 2,424 2,864 5,182 5,527 -------- -------- -------- -------- Total operating expenses 9,183 9,336 19,262 19,095 -------- -------- -------- -------- Income from operations 4,035 6,410 7,565 11,572 Interest income 589 134 1,071 197 Interest expense (71) (82) (120) (134) Other income 3 19 56 52 -------- -------- -------- -------- Income before provision for income taxes 4,556 6,481 8,572 11,687 Provision for income taxes 1,640 178 2,771 326 -------- -------- -------- -------- Net income $ 2,916 $ 6,303 $ 5,801 $11,361 ======== ======== ======== ======== Basic earnings per share $ 0.20 $ 0.45 $ 0.40 $ 0.81 Diluted earnings per share $ 0.20 $ 0.44 $ 0.40 $ 0.80 Weighted average shares outstanding - basic 14,376 14,042 14,347 14,024 Weighted average shares outstanding - diluted 14,605 14,257 14,610 14,271 ADE CORPORATION UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET (In thousands, unaudited) October 31, April 30, 2005 2005 Assets Cash and cash equivalents $ 81,231 $ 72,841 Marketable securities 833 836 Accounts receivable, net 17,826 18,499 Inventories 34,039 30,764 Other current assets 1,268 1,373 Deferred income taxes 10,627 10,601 ----------- ----------- Total current assets 145,824 134,914 Fixed assets, net 8,665 9,241 Deferred income taxes 4,102 6,616 Investments 499 499 Other assets 1,833 1,956 ----------- ----------- Total assets $ 160,923 $ 153,226 =========== =========== Liabilities and Stockholders' Equity Total current liabilities $ 18,302 $ 18,273 Deferred gain on sale-leaseback 1,440 1,496 Long-term debt 3,338 3,431 Total stockholders' equity 137,843 130,026 ----------- ----------- Total liabilities and stockholders' equity $ 160,923 $ 153,226 =========== =========== CONTACT: ADE Corporation Brian James, 781-467-3500 Executive VP and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----