<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended: October 31, 1997 Commission File Number 0-26714
---------------- -------
ADE CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2441829
------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
80 Wilson Way, Westwood, Massachusetts 02090
--------------------------------------------
(Address of principal executive offices, including area code)
(781) 467-3500
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, par value $.01 per share 11,092,324 shares
------------------------------------------ -------------------------------
Class Outstanding at December 8, 1997
Page 1 of 17 pages
Exhibit Index on page 16
<PAGE>
ADE CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. - Financial Information
Item 1. Condensed Consolidated Financial Statements (unaudited)-
Condensed Consolidated Balance Sheet
October 31, 1997 and April 30, 1997 3
Condensed Consolidated Statement of Income-
Three and Six Months Ended October 31, 1997 and 1996 4
Condensed Consolidated Statement of Cash Flows -
Six Months Ended October 31, 1997 and 1996 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Part II. - Other Information 13
Signatures 15
Exhibit Index 16
</TABLE>
<PAGE>
ADE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
October 31, April 30,
------------- -----------
1997 1997
------ ------
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 70,968 $19,374
Accounts receivable, net 21,058 20,331
Inventories 29,015 22,160
Prepaid expenses and other current assets 1,455 310
Deferred income taxes 6,584 5,348
-------- -------
Total current assets 129,080 67,523
Fixed assets, net 20,693 15,735
Deferred income taxes 2,423 234
Investments 3,348 3,162
Intangible assets, net 5,347 1,500
Other assets 296 263
------ ------
$161,187 $88,417
======== =======
Liabilities and Stockholders' equity
Current liabilities:
Current portion of long-term debt $ 228 $ 899
Accounts payable 5,657 5,535
Accrued expenses 12,729 10,744
Deferred income on sales to affiliate 1,419 2,661
Income taxes payable -- 1,915
-------- -------
Total current liabilities 20,033 21,754
-------- -------
Long-term debt 4,982 5,091
-------- -------
Excess of net assets acquired over cost 58 184
-------- -------
Stockholders' equity:
Common stock 111 86
Capital in excess of par value 98,817 28,660
Retained earnings 37,359 32,846
-------- -------
136,287 61,592
Deferred compensation (173) (204)
-------- -------
136,114 61,388
-------- -------
$161,187 $88,417
======== =======
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
3
<PAGE>
ADE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share amounts; unaudited)
<TABLE>
<CAPTION>
Three months ended Six months
October 31, ended October 31,
----------------------------- -----------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $33,601 $22,882 $65,047 $42,873
Cost of revenue 13,952 9,882 28,103 18,567
------- ------- ------- -------
Gross profit 19,649 13,000 36,944 24,306
------- ------- ------- -------
Operating expenses:
Research and development 6,021 3,783 11,273 7,004
Purchased in-process research and development 6,100 -- 6,100 --
Marketing and sales 4,446 2,868 8,115 5,845
General and administrative 2,860 1,739 5,532 3,223
Amortization of excess of net assets
acquired over cost (63) (63) (126) (126)
------- ------- ------- -------
Total operating expenses 19,364 8,327 30,894 15,946
------- ------- ------- -------
Income from operations 285 4,673 6,050 8,360
Interest income, net 595 79 751 230
------- ------- ------- -------
Income before provision for income taxes
and equity in net earnings of affiliated companies 880 4,752 6,801 8,590
Provision for income taxes 308 1,650 2,380 2,940
------- ------- ------- -------
Income before equity in net earnings of
affiliated companies 572 3,102 4,421 5,650
Equity in net earnings of affiliated companies 58 15 92 15
------- ------- ------- -------
Net income $ 630 $ 3,117 $ 4,513 $ 5,665
======= ======= ======= =======
Net income per share $ 0.06 $ 0.36 $ 0.44 $ 0.64
======= ======= ======= =======
Weighted average common and common
equivalent shares outstanding 11,316 8,772 10,220 8,818
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
4
<PAGE>
ADE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands; unaudited)
<TABLE>
<CAPTION>
Six months ended
October 31,
------------------------------
1997 1996
---- ----
Cash flows provided by (used in) operating activities:
<S> <C> <C>
Net income $ 4,513 $ 5,665
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 1,182 889
Equity in net earnings of affiliated companies,
net of dividends received (36) (15)
In-process research and development from
business acquisition 6,100 --
Deferred income taxes (3,425) --
Changes in assets and liabilities:
Accounts receivable, net (727) (3,581)
Inventories (6,855) (7,685)
Prepaid expenses and other current assets (1,145) (873)
Accounts payable 122 1,786
Accrued expenses 1,626 (1,088)
Deferred income on sales to affiliate (1,242) 1,211
Income taxes payable (1,915) (92)
------- -------
Net cash used in operating activities (1,802) (3,783)
------- -------
Cash flows provided by (used in) investing activities:
Purchases of fixed assets (5,823) (6,085)
Change in restricted cash -- (7,165)
Equity investments and advances (150) (2,563)
Acquisition of business (10,000) --
Change in other assets (33) 13
------- -------
Net cash used in investing activities (16,006) (15,800)
------- -------
Cash flows provided by (used in) financing activities:
Repayment of long-term debt (780) (156)
Proceeds from long-term debt -- 5,500
Proceeds from common stock issuance, net of
issuance costs 68,809 135
Tax benefit related to the exercise of common
stock options 1,373 --
------- -------
Net cash provided by financing activities 69,402 5,479
------- -------
Net increase (decrease) in cash and cash equivalents 51,594 (14,104)
Cash and cash equivalents, beginning of period 19,374 21,513
------- -------
Cash and cash equivalents, end of period $70,968 $ 7,409
======= =======
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
5
<PAGE>
ADE CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(in thousands, except share data and per share data; unaudited)
1. Basis of Preparation
The accompanying unaudited condensed consolidated financial statements of ADE
Corporation (the "Company") include, in the opinion of management, all
adjustments (consisting only of normal and recurring adjustments) necessary for
a fair statement of the Company's financial position as of October 31, 1997 and
the results of operations for the three and six month periods ended October 31,
1997 and 1996. Results of operations for interim periods are not necessarily
indicative of those to be achieved for full fiscal years.
Pursuant to accounting requirements of the Securities and Exchange Commission
applicable to quarterly reports on Form 10-Q, the accompanying unaudited
condensed consolidated financial statements and these notes do not include all
disclosures required by generally accepted accounting principles for complete
financial statements. Accordingly, these statements should be read in
conjunction with the financial statements included in the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 1997.
2. Inventories
Inventories consist of the following:
<TABLE>
<CAPTION>
October 31, April 30,
1997 1997
---- ----
(unaudited)
<S> <C> <C>
Raw materials and purchased parts $14,198 $9,867
Work-in-process 12,738 11,464
Finished goods 2,079 829
------- -------
$29,015 $22,160
======= =======
</TABLE>
3. Acquisition
On September 17, 1997, the Company acquired substantially all of assets of the
Semiconductor Solutions Division ("SSD") of LPA Software, Inc. in exchange for
$10,000 in cash and the assumption of certain liabilities. SSD provides yield
management and defect analysis software applications to the semiconductor
industry.
The acquisition has been accounted for under the purchase method. Accordingly,
the results of operations of SSD and the estimated fair market values of the
acquired assets and assumed liabilities have been included in the Company's
financial statements as of the date of the acquisition. Unaudited pro forma
results of operations as though the acquisition was made at the beginning of
fiscal 1998 and 1997, respectively, including the write-off of purchased in-
process research and development, amortization of acquired intangible assets and
elimination of intercompany transactions, are as follows:
6
<PAGE>
ADE CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(in thousands, except share data and per share data; unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
October 31, October 31,
----------- -----------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $33,766 $23,357 $65,639 $44,024
Net income (loss) 4,325 2,869 4,038 1,366
Earnings (loss) per share $0.38 $0.33 $0.40 $0.16
</TABLE>
The purchase price has been allocated to the acquired assets and assumed
liabilities as follows:
Property and equipment $ 354
In-process research and development 6,100
Acquired software 1,100
Assembled workforce 450
Goodwill 2,355
Current liabilities (359)
--------
$10,000
========
The amount allocated to in-process research and development was determined by an
independent appraiser and represented technology which had not reached
technological feasibility and had no alternative future use. Accordingly, this
amount of $6,100 was charged to operations at the acquisition date. The $2,355
allocated to goodwill and $450 allocated to assembled workforce are being
amortized on a straight line basis over their estimated useful lives of ten and
six years, respectively. The $1,100 allocated to acquired software is being
amortized based upon the ratio that current gross revenue for the related
products bear to the total anticipated gross revenue for those products.
4. Capital Stock
In August 1997 the Company completed a public offering of 2,300,000 shares of
its common stock. The proceeds to the Company from the offering, net of offering
expenses, were $67,843.
5. Net Income Per Share
Net income per share is determined by dividing net income by the weighted
average number of common shares and common share equivalents outstanding during
the period. Common share equivalents consist of common stock which may be
issuable upon exercise of outstanding stock options using the treasury stock
method.
7
<PAGE>
ADE CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(in thousands, except share data and per share data; unaudited)
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share." This
statement establishes and simplifies standards for computing and presenting
earnings per share. SFAS No. 128 will be effective beginning with the Company's
quarter ended January 31, 1998 and requires the restatement of all previously
reported earnings per share data that are presented. Early adoption of SFAS No.
128 is not permitted. SFAS No. 128 replaces primary and fully diluted earnings
per share with basic and diluted earnings per share. Unaudited pro forma
earnings per share under SFAS 128 would have been as follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
October 31, October 31,
---------- ----------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Pro forma basic earnings per share $0.06 $0.37 $0.46 $0.67
Pro forma diluted earnings per share $0.06 $0.36 $0.44 $0.64
</TABLE>
6. Recently Issued Accounting Standards
In October, 1997, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position ("SOP")
97-2, "Software Revenue Recognition." SOP 97-2 provides guidance on the timing
and amount of revenue recognition when licensing, selling, leasing or otherwise
marketing computer software. SOP 97-2 supersedes SOP 91-1 (also entitled
"Software Revenue Recognition") and is effective for transactions entered into
during fiscal years beginning after December 15, 1997. The Company will be
required to adopt SOP 97-2 for its fiscal year ending April 30, 1999. The
adoption of SOP 97-2 will not have a material effect on the Company's financial
position or it's results of operations.
8
<PAGE>
ADE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
ADE Corporation (the "Company") designs, manufactures, markets and services
highly precise, automated measurement, defect detection and handling equipment
with current applications in the production of semiconductor wafers,
semiconductor devices and computer disks.
On September 17, 1997 the Company acquired substantially all of the assets, and
assumed certain liabilities of the Semiconductor Solutions Division of LPA
Software, Inc. ("SSD"), in exchange for $10 million in cash. SSD, located in
Burlington, Vermont, provides yield enhancement and defect analysis software
applications to the semiconductor industry and has been integrated into the
Company as ADE Yield Enhancement Solutions. A portion of the purchase price was
allocated to in-process research and development, which resulted in a charge to
the Company's operations of $6.1 million. In addition, $1.1 million was
allocated to existing software technology, which is being amortized based upon
the ratio that current gross revenue for the related products bear to the total
anticipated gross revenue for those products. The excess of the purchase price
over the estimated fair value of net assets acquired (goodwill) of approximately
$2.355 million is being amortized on a straight-line basis over a period of ten
years. The operating results of SSD have been included in the Company's results
from the date of acquisition.
The following information should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto included in this
Quarterly Report and the audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the Company's Annual Report on Form 10-K for the fiscal
year ended April 30, 1997.
Results of Operations
Three Months Ended October 31, 1997 compared to Three Months Ended October 31,
1996
Revenue increased 46.8% to $33.6 million in the second quarter of fiscal 1998
from $22.9 million in the second quarter of 1997. The increase was due to
increased unit sales of the Company's products. The increase in unit sales
resulted primarily from stronger demand for capital equipment in the
semiconductor and computer disk drive industries.
Gross margin increased to 58.5% in the second quarter of fiscal 1998 from 56.8%
in the second quarter of 1997. This increase resulted from a higher proportion
of sales made through external sales representatives in foreign markets. These
sales typically carry a higher unit selling price than domestic sales or sales
to distributors. This increase in selling price was offset by a higher
commission paid to sales representatives that resulted in higher sales expense.
9
<PAGE>
Research and development expense increased 59.2% to $6.0 million in the second
quarter of fiscal 1998 from $3.8 million in the second quarter of 1997 and
increased as a percentage of revenue to 17.9% from 16.5% in the second quarter
of 1997. New product development and product improvements have led to higher
research and development expenses. A significant portion of the increase was
attributable to continuing efforts to complete development of the Galaxy
Advanced Wafer Inspection System, the Company's state-of-the-art 300mm surface
inspection tool. The Company is committed to increasing its investment in
research and development to maintain its position as a technological leader.
Marketing and sales expense increased 55.0% to $4.4 million in the second
quarter of fiscal 1998 from $2.9 million in the second quarter of 1997 and
increased as a percentage of revenue to 13.2% from 12.5% in the second quarter
of 1997. The increase is a result of supporting higher sales volumes and higher
commissions payable to external sales representatives of the Company.
General and administrative expenses increased 64.5% to $2.9 million in the
second quarter of fiscal 1998 versus $1.7 million in the second quarter of 1997
and increased as a percentage of revenue to 8.5% from 7.6% in the second quarter
of 1997. Expenses increased as the Company continued to develop management
infrastructure to support its rapid growth.
Net interest income was $595,000 in the second quarter of fiscal 1998 compared
to net interest income of $79,000 in the second quarter of 1997. The increase in
income resulted from interest earned on the proceeds of a public offering of the
Company's common stock completed in August 1997, that raised approximately $67.8
million in cash.
Six Months Ended October 31, 1997 compared to Six Months Ended October 31, 1996
Revenue increased 51.7% to $65.0 million for the first six months of fiscal 1998
from $42.9 million for the first six months of 1997. The increase was due to
increased unit sales of the Company's products. The increase in unit sales
resulted primarily from stronger demand for capital equipment in the
semiconductor and computer disk drive industries.
Gross margin remained constant at 56.8% for the first six months of fiscal 1998
versus 56.7% for the first six months of 1997.
Research and development expense increased 61.0% to $11.3 million from $7.0
million for the first six months of 1997, and increased as a percentage of
revenue to 17.3% from 16.3% for the first six months of 1997. Higher expenses
resulted from new product development including continuing efforts to complete
development of the Galaxy Advanced Wafer Inspection System and product
improvements aimed at maintaining the Company's technological leadership.
Marketing and sales expense increased 38.8% to $8.1 million for the first six
months of fiscal 1998 from $5.8 million for the first six months of 1997, and
decreased as a percentage of revenue to 12.5% for the first six months of fiscal
1998 from 13.6% in 1997. This decrease resulted from sales and marketing
expenses growing at a slower rate than overall sales.
10
<PAGE>
General and administrative expenses increased 71.6% to $5.5 million for the
first six months of fiscal 1998 from $3.2 million for the first six months of
1997 and increased as a percentage of revenue to 8.5% from 7.5% for the first
six months of 1997. Expenses increased as the Company continued to develop
management infrastructure to support its rapid growth.
Net interest income was $751,000 for the first six months of fiscal 1998
compared to net interest income of $230,000 in the first six months of 1997. The
increase in income resulted from interest earned on the proceeds of a public
offering of the Company's common stock completed in August 1997, that raised
approximately $67.8 million in cash.
Liquidity and Capital Resources
At October 31, 1997, the Company had $71.0 million in cash and cash equivalents
and $109.0 million in working capital.
Net cash used by operating activities for the six months ended October 31, 1997
was $1.8 million. Cash generated from operations, prior to increases in working
capital, was $8.3 million. This amount was comprised of net income of $4.5
million, non-cash charges for depreciation and amortization of $1.2 million and
purchased in-process research and development of $6.1 million; offset in part by
an increase in deferred income tax benefits of $3.4 million. Cash used for
investments in working capital amounted to $10.1 million, which consisted
primarily of increased inventory and prepaid expenses of $6.9 million and $1.1
million, respectively. The increase in deferred income tax benefits is primarily
due to the purchased in-process research and development charge of $6.1 million,
which is deductible over a fifteen year period for tax purposes.
Cash used in investing activities primarily consisted of $5.8 million for
purchases of fixed assets and $10.0 million for the acquisition of SSD. Included
in the fixed asset purchases was the $3.7 million purchase of the Company's
former headquarters building in Newton, Massachusetts. This facility will be
used to headquarter the Company's ADE Technologies, Inc., subsidiary, which
markets to the computer hard disk industry.
Cash provided by financing activities of $69.4 million consisted primarily of
$67.8 million received as the net proceeds of the public offering of the
Company's common stock completed in August 1997.
The Company has applied to the Massachusetts Industrial Financial Agency to
issue a $4 million tax-exempt Industrial Development Bond to finance the
purchase and renovation of its manufacturing facility in Newton, Massachusetts.
This financing is expected to close in December 1997.
The Company is in the process of documenting an $8 million line-of-credit it has
negotiated with a bank. The line-of-credit may be used for general working
capital and acquisitions. This financing is expected to close in December 1997.
The Company expects to meet its near-term working capital needs and purchases of
fixed assets primarily through cash generated from operations, its available
cash and cash equivalents and the above-referenced Industrial Development Bond
and line-of-credit.
In recent months there have been serious economic problems in the Far East. The
Company's business depends in large part upon the capital expenditures of
semiconductor wafer and device manufacturers, many of whom have operations in
the Far East. While the Company has not experienced any significant reduction in
its backlog during the six months ended October 31, 1997, there can be no
assurance that the Company's sales will not be affected adversely in the future
as a result of the economic problems in that area of the world.
11
<PAGE>
Furthermore, the Company's success is dependent upon supplying technologically
superior products to the marketplace at appropriate times to satisfy customer
needs. Product development requires substantial investment and is subject to
technological risks. Delays or difficulties in product development could
adversely affect the performance of the Company.
12
<PAGE>
PART II.
OTHER INFORMATION
Item 1. Legal Proceedings:
-----------------
None
Item 2. Changes in Securities:
---------------------
None
Item 3. Defaults Upon Senior Securities:
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders:
---------------------------------------------------
A Special Meeting of Stockholders in lieu of the 1997 Annual Meeting was held
on October 16, 1997. The stockholders voted on the following matters:
1. Election of Directors
Nominee For Against
------- --- -------
Robert C. Abbe 7,947,123 6,400
Harris Clay 7,947,323 6,200
Landon T. Clay 7,947,323 6,200
H. Kimball Faulkner 7,947,323 6,200
Francis B. Lothrop, Jr. 7,947,323 6,200
Kendall Wright 7,947,323 6,200
There were no abstentions or broker non-votes with respect to this matter.
2. Approval of the ADE Corporation 1997 Employee Stock Option Plan. Of the
7,953,523 shares represented at the meeting, 6,378,525 were voted in favor,
1,406,788 were voted against, 12,948 abstained and 155,262 were broker non-
votes.
3. Appointment of Price Waterhouse LLP as the Company's independent public
accountants for the fiscal year ending April 30, 1998
For Against Abstain
--- ------- -------
7,944,758 1,365 7,400
There were no broker non-votes with respect to this matter.
13
<PAGE>
Item 5. Other Information:
-----------------
None
Item 6. Exhibits and Reports on Form 8-K:
--------------------------------
a. See Exhibit Index, Page 14
b. Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this
report is filed.
14
<PAGE>
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
Date: December 12, 1997 /s/ Mark D. Shooman
-----------------------------
Mark D. Shooman
Vice President and Chief Financial Officer
Date: December 12, 1997 /s/ Robert C. Abbe
----------------------------
Robert C. Abbe
President and Chief Executive Officer
15
<PAGE>
ADE CORPORATION
EXHIBIT INDEX
Exhibit Page
- ------- ----
4 Employee Stock Purchase Plan/1/
11 Statement Regarding Computation of Net Income per Share 17
- --------
/1/Filed as an exhibit to the Company's Registration Statement on Form S-8
(Registration Number 333-4652) and incorporated by reference herein.
16
<PAGE>
Exhibit 11
ADE CORPORATION
Statement Regarding Computation of Net Income Per Share
<TABLE>
<CAPTION>
Three months ended Six months ended
October 31, October 31,
-------------------------- ---------------------
1997 1996 1997 1996
---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net income $630 $3,117 $4,513 $5,665
==== ====== ====== ======
Weighted average common and
common equivalent shares outstanding:
a. Shares attributable to common stock outstanding 10,838 8,450 9,728 8,447
b. Shares attributable to common stock options
pursuant to APB 15 478 322 492 371
--- --- --- ---
Shares used in computation 11,316 8,772 10,220 8,818
====== ===== ====== =====
Net income per share $0.06 $0.36 $0.44 $0.64
====== ===== ====== =====
</TABLE>
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited Consolidated Financial Statements of ADE Corporation for the six
months ended October 31, 1997 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-01-1997
<PERIOD-END> OCT-31-1997
<CASH> 70,968
<SECURITIES> 0
<RECEIVABLES> 21,058
<ALLOWANCES> 0
<INVENTORY> 29,015
<CURRENT-ASSETS> 129,080
<PP&E> 20,693
<DEPRECIATION> 0
<TOTAL-ASSETS> 161,187
<CURRENT-LIABILITIES> 20,033
<BONDS> 4,982
0
0
<COMMON> 111
<OTHER-SE> 136,003
<TOTAL-LIABILITY-AND-EQUITY> 161,187
<SALES> 65,047
<TOTAL-REVENUES> 65,047
<CGS> 28,103
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 30,894
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 751
<INCOME-PRETAX> 6,801
<INCOME-TAX> 2,380
<INCOME-CONTINUING> 4,421
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,513
<EPS-PRIMARY> 0.44
<EPS-DILUTED> 0.44
</TABLE>
