-----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, FMJiTlevk7BnVPkwzx6+pLl20JTKrsvZOZcNTbYOP9/c8lzaqNKt08oho+9jLyoh fnGlhbUMN6kr42XYWBBSsg== 0001157523-06-006850.txt : 20060714 0001157523-06-006850.hdr.sgml : 20060714 20060714130811 ACCESSION NUMBER: 0001157523-06-006850 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060714 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060714 DATE AS OF CHANGE: 20060714 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: 06962195 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 a5188170.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): July 14, 2006 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 July 14, 2006, ADE Corporation issued a press release reporting its financial results for the three and twelve months ended April 30, 2006. The press release is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated July 14, 2006 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: July 14, 2006 ADE CORPORATION EXHIBIT INDEX Exhibit Number Description - ----------- ---------------- 99.1 Press Release dated July 14, 2006 by ADE Corporation. EX-99.1 2 a5188170-ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 ADE Corporation Reports Fourth-Quarter and Fiscal 2006 Financial Results WESTWOOD, Mass.--(BUSINESS WIRE)--July 14, 2006--ADE Corporation (NasdaqGM: ADEX) today reported financial results for its fourth quarter and fiscal year ended April 30, 2006. Revenue for the fourth quarter of fiscal 2006 was $29.3 million compared with $26.3 million for the third quarter of fiscal 2006 and $29.8 million for the fourth quarter of fiscal 2005. ADE posted net income of $4.7 million, or $0.32 per diluted share, for the fourth quarter of fiscal 2006. This compares with net income of $4.7 million, or $0.32 per diluted share in the third quarter of fiscal 2006. This figure includes a tax benefit of approximately $980,000 related to 2005 tax deductions. ADE reported net income of $23.1 million, or $1.60 per diluted share, for the fourth quarter of fiscal 2005. Fourth quarter fiscal 2005 results included a $17.2 million non-cash income tax valuation allowance reversal. Gross margin for the fourth fiscal quarter of 2006 was 54 percent. This compares with 57 percent for the prior quarter and 55 percent for the year-ago fourth fiscal quarter. ADE ended the year with $91.6 million in cash, cash equivalents and marketable securities. This is an increase of 24 percent from $73.7 million at the end of fiscal 2005. Revenue for full-year fiscal 2006 was $103.4 million compared with $116.9 million for fiscal 2005. Fiscal 2006 net income was $15.3 million, or $ 1.04 per diluted share, compared with net income of $40.9 million, or $2.86 per diluted share, for fiscal 2005. Excluding the income tax valuation allowance reversal, ADE generated fiscal 2005 non-GAAP profits of $23.7 million or $1.66 per diluted share. Backlog at April 30, 2006 was $ 53.1 million, a sequential increase of 27% compared with the $41.8 million reported at the end of the third fiscal quarter and an increase from $45.0 million on April 30, 2005. Also, as previously announced, during the fourth fiscal quarter of 2006, ADE entered into a definitive merger agreement with KLA-Tencor Corporation (NasdaqGS: KLAC), which was amended and restated in May 2006. Under this agreement, KLA-Tencor would acquire ADE for cash consideration of $32.50 per share. On July 13, 2006, ADE shareholders approved the proposed merger. A closing date will be established once the parties have cleared or waived all conditions to close, including regulatory clearance from the German antitrust authorities who, as previously reported, notified KLA-Tencor on July 10, 2006 of the commencement of a Phase II investigation of the proposed merger. Both ADE and KLA-Tencor continue to be confident that the acquisition will be completed once German antitrust clearance is obtained. Non-GAAP Financial Results In an effort to provide investors with additional information regarding the Company's results, this news release presents certain figures that exclude the impact of the Company's reversal of deferred tax asset valuation allowances in the fourth quarter of fiscal 2005. The figures may be deemed to be "non-GAAP financial measures." ADE's non-GAAP financial measures are a supplement to financial statements prepared based on generally accepted accounting principles ("GAAP"). The Company believes this presentation provides investors and ADE management with additional useful insights into its underlying results because of the materiality of the reversal of its deferred tax asset valuation allowances on its fourth-quarter and full-year fiscal 2005 net income. Management believes that presenting results that exclude the impact of this reversal facilitates period-to-period comparisons of the Company's growth on a more consistent basis that better reflects actual trends. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial results is included in the table titled "Non-GAAP to GAAP Reconciliation" in this news release. These non-GAAP financial measures should not be considered in isolation from the comparable GAAP measures nor considered a substitute therefor. 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. Wafer suppliers and device manufacturers worldwide rely on ADE measurement and inspection systems to certify and ensure the highest quality bare silicon substrates. ADE's most recent generation of products serve both 65nm in-line manufacturing applications and 45nm process development. Semiconductor device yields begin with the bare wafer, and ADE's leading technology provides early insight into surface defect, shape, flatness and nanotopography of these advanced 300mm substrates. Additional information about ADE is available on the Internet at http://www.ade.com, which website is not part of this press release. Cautionary Statement Regarding Forward-Looking Statements This news release contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and federal securities law. Such forward-looking statements 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 expectations, predictions, beliefs, and assumptions should be considered forward-looking statements. These statements include, but are not limited to, those associated with the proposed merger with KLA-Tencor, including the expected closing time for the proposed merger and the obtaining of clearance from German antitrust authorities. These statements involve risks and uncertainties including those associated with delays in obtaining, or adverse conditions contained in, the German antitrust authorities' regulatory approvals; failure to consummate or delay in consummating the proposed merger for other reasons, changes in laws or regulations and other similar factors. Further information on potential factors that could affect ADE's business is contained in its reports on file with the Securities and Exchange Commission, including its Form 10-K for the year ended April 30, 2005. ADE is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. ADE CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share amounts) Three months Twelve months ended ended April 30 April 30 ----------------- ------------------- 2006 2005 2006 2005 -------- -------- --------- --------- Revenue $29,264 $29,794 $103,448 $116,901 Cost of revenue 13,338 13,390 45,820 54,294 -------- -------- --------- --------- Gross profit 15,926 16,404 57,628 62,607 -------- -------- --------- --------- Operating expenses: Research and development 4,072 4,106 15,815 15,519 Marketing and sales 4,227 4,045 13,610 13,044 General and administrative 3,141 2,464 11,076 10,404 -------- -------- --------- --------- Total operating expenses 11,440 10,615 40,501 38,967 -------- -------- --------- --------- Income from operations 4,486 5,789 17,127 23,640 Gain on sale of marketable securities 915 - 915 - Interest and other income, net 832 279 2,555 668 -------- -------- --------- --------- Income before provision for (benefit from) income taxes 6,233 6,068 20,597 24,308 Provision for (benefit from) income taxes 1,510 (17,077) 5,340 (16,633) -------- -------- --------- --------- Net income $4,723 $23,145 $15,257 $40,941 ======== ======== ========= ========= Basic earnings per share $0.33 $1.63 $1.06 $2.91 Diluted earnings per share $0.32 $1.60 $1.04 $2.86 Weighted average shares outstanding - basic 14,475 14,166 14,393 14,069 Weighted average shares outstanding - diluted 14,822 14,436 14,686 14,312 ADE CORPORATION UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET (In thousands) April 30, April 30, 2006 2005 Assets Cash and cash equivalents $91,573 $72,841 Marketable securities - 836 Accounts receivable, net 23,164 18,499 Inventories 35,855 30,764 Other current assets 1,701 1,373 Deferred income taxes 9,311 10,601 --------- --------- Total current assets 161,604 134,914 Fixed assets, net 8,946 9,241 Deferred income taxes 4,742 6,616 Investments 499 499 Other assets 1,671 1,956 --------- --------- Total assets $177,462 $153,226 ========= ========= Liabilities and Stockholders' Equity Total current liabilities $22,718 $18,273 Deferred gain on sale-leaseback 1,383 1,496 Long-term debt 3,244 3,431 Total stockholders' equity 150,117 130,026 --------- --------- Total liabilities and stockholders' equity $177,462 $153,226 ========= ========= ADE CORPORATION NON-GAAP to GAAP RECONCILIATION (In thousands, except per share amounts) Three months Twelve months ended ended April 30 April 30 ---------------- ----------------- 2006 2005 2006 2005 ------- -------- -------- -------- Net income - GAAP $4,723 $23,145 $15,257 $40,941 Less: Reversal of income tax valuation allowance - (17,217) - (17,217) ------- -------- -------- -------- Net income - non-GAAP $4,723 $5,928 $15,257 $23,724 ======= ======== ======== ======== Diluted earnings per share - GAAP $0.32 $1.60 $1.04 $2.86 Less: Reversal of income tax valuation allowance - (1.19) - (1.20) ------- -------- -------- -------- Diluted earnings per share - non- GAAP $0.32 $0.41 $1.04 $1.66 ======= ======== ======== ======== CONTACT: ADE Corporation Brian James, 781-467-3500 Executive VP and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----