<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
Form 8-K/A
AMENDMENT NO.1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 11, 1998
ADE CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2441829
-------------- ----------
(State or other jurisdiction of Commission File Number (I.R.S. Employer
incorporation or organization) 0-26714 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
------ -------
<PAGE>
This Amendment No. 1 on Form 8-K/A to its Current Report on Form 8-K
dated June 26, 1998 is filed for the purpose of filing financial statements of
Phase Shift Technology, Inc. required by Item 7(a) and the pro forma financial
information required by Item 7(b).
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a). Financial Statements of Phase Shift Technology, Inc.
Balance Sheet as of April 30, 1998 4
Statement of Income and Retained Earnings
for the Year Ended April 30, 1998 5
Statement of Cash Flows for the Year Ended April 30, 1998 6
Notes to Financial Statements 7
(b). Pro forma financial information required pursuant to Article 11 of Regulation S-X:
Unaudited Pro Forma Combined Condensed Balance Sheet as of April 30, 1998 13
Unaudited Pro Forma Combined Condensed Statement of Income for the
Year Ended April 30, 1998 14
Unaudited Pro Forma Combined Condensed Statement of Income for the
Year Ended April 30, 1997 15
Unaudited Pro Forma Combined Condensed Statement of Income for the
Year Ended April 30, 1996 16
Notes to Unaudited Pro Forma Combined Condensed Financial Statements 17
(c) Exhibits 18
Signatures 19
Exhibit Index 20
</TABLE>
2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of ADE Corporation
In our opinion, the accompanying balance sheet and related statements of
income and retained earnings and of cash flows present fairly, in all material
respects, the financial position of Phase Shift Technology, Inc. at April 30,
1998, and the results of its operations and its cash flows for the year in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of PST's management; our responsibility is to
express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Boston, Massachusetts
July 27, 1998
3
<PAGE>
PHASE SHIFT TECHNOLOGY, INC.
BALANCE SHEET
APRIL 30, 1998
<TABLE>
<S> <C>
Assets
Current assets:
Cash and cash equivalents .................................... $4,170,000
Accounts receivable, less allowance for doubtful
accounts of $100,000 ....................................... 1,132,000
Inventories .................................................. 1,640,000
Prepaid expenses and other current assets .................... 149,000
Deferred income taxes ........................................ 348,000
----------
Total current assets ......................... 7,439,000
Fixed assets, net ................................................ 574,000
Other assets ..................................................... 12,000
----------
$8,025,000
----------
----------
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable ............................................. $ 685,000
Customer deposits ............................................ 536,000
Accrued expenses and other current liabilities ............... 746,000
Income taxes payable ......................................... 397,000
----------
Total current liabilities .................... 2,364,000
----------
Stockholders' equity:
Common stock, no par value; 25,000,000 shares authorized;
1,000,000 issued and outstanding .......................... 1,000
Retained earnings ............................................ 5,660,000
----------
5,661,000
----------
Commitments (Note 9) ............................................. $8,025,000
----------
----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
PHASE SHIFT TECHNOLOGY, INC.
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED APRIL 30, 1998
<TABLE>
<S> <C>
Revenue ....................................................... $12,435,000
Cost of revenue ............................................... 5,626,000
-----------
Gross profit......................................... 6,809,000
----------
Operating expenses:
Research and development .................................. 1,542,000
Marketing and sales ....................................... 647,000
General and administrative ................................ 937,000
----------
Total operating expenses ............................ 3,126,000
----------
Income from operations ........................................ 3,683,000
Interest income .......................................... 115,000
----------
Income before provision for income taxes ...................... 3,798,000
Provision for income taxes .................................... 1,478,000
----------
Net income .................................................... 2,320,000
Retained earnings at April 30,1997 ............................ 3,340,000
----------
Retained earnings at April 30, 1998 ........................... $ 5,660,000
----------
----------
Basic earnings per share ...................................... $ 2.32
----------
----------
Weighted average shares outstanding ........................... 1,000,000
----------
----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
PHASE SHIFT TECHNOLOGY, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED APRIL 30, 1998
<TABLE>
<S> <C>
Cash flows from operating activities:
Net income ............................................... $ 2,320,000
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization .................... 23,000
Deferred income taxes ............................ (57,000)
Changes in assets and liabilities:
Accounts receivable .......................... 659,000
Inventories .................................. (931,000)
Prepaid expenses and other current assets .... (29,000)
Accounts payable ............................. 294,000
Customer deposits ............................ 301,000
Accrued expenses and other current liabilities (233,000)
Income taxes payable ......................... (747,000)
------------
Net cash provided by operating activities 1,600,000
------------
Cash flows from investing activities:
Purchases of fixed assets ................................ (540,000)
Increase in other assets ................................. (1,000)
------------
Net cash used in investing activities .... (541,000)
------------
Net increase in cash and cash equivalents .................... 1,059,000
Cash and cash equivalents, beginning of year ................. 3,111,000
------------
Cash and cash equivalents, end of year ....................... $ 4,170,000
------------
------------
Supplemental disclosure of cash flows:
Cash paid for income taxes ................................... $ 1,548,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
PHASE SHIFT TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
1. Nature of Business
Phase Shift Technology, Inc. (PST") designs, manufactures, markets and
services high-performance, non-contact surface metrology equipment using
advanced optical interferometric technology that provides enhanced yield
management for computer hard disk, semiconductor and optics manufacturers
located in the United States, Japan, the Far East and Europe.
2. Summary of Significant Accounting Policies
Revenue Recognition
Revenue from product sales is recorded upon shipment. PST accrues for
anticipated warranty costs upon shipment. Service revenue is recognized as the
services are performed. PST does not provide the right to return products.
Cash and Cash Equivalents
PST considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents. PST invests its excess
cash in money market accounts. These investments are subject to minimal credit
and market risks. At April 30, 1998 PST has classified its cash equivalent
investments, totaling $4,001,000, as available for sale. The carrying amount of
these investments approximates fair market value.
Inventories
Inventories are stated at the lower of cost or market, cost being
determined on a first-in, first-out basis.
Fixed Assets
Fixed assets are stated at cost. Additions and betterments, unless of a
relatively minor amount, are capitalized. Expenditures for normal maintenance
and repairs are charged to expense as incurred. Depreciation is provided by use
of the straight-line method over the estimated useful lives of the assets.
Concentrations
Credit Risk
Financial instruments which potentially expose PST to concentration of
credit risk include cash, cash equivalents and trade accounts receivable. A
significant amount of PST's cash and cash equivalents are held by one financial
institution. Cash accounts are insured by the Federal Deposit Insurance
Corporation up to $100,000. PST does not believe that its cash and cash
equivalent deposits are subject to any unusual credit risk associated with
operating its business.
Accounts receivable from three customers accounted for approximately 57%
of total accounts receivable at April 30, 1998. PST performs ongoing credit
evaluations of customers' financial condition, requires cash deposits from
customers upon receipt of a sales order and has used letters of credit from
financial institutions to secure payments, although it generally does not
require collateral. PST maintains reserves for potential credit losses and such
losses, in aggregate, have not exceeded management expectations.
Suppliers
Certain of the components and subassemblies incorporated into PSTs
systems are obtained from a single source or a limited group of suppliers. PST
seeks to reduce the impact from its dependence on those sole and limited source
suppliers by considering alternate sources of supply, alternate designs for its
products and by
7
<PAGE>
PHASE SHIFT TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
2. Summary of Accounting Policies (continued)
maintaining an adequate supply of the components and subassemblies. However, the
loss of one or more of the sole or limited suppliers could cause a delay in
manufacturing and a potential loss of sales, which could adversely affect
operating results.
Financial Instruments
The carrying amount of PST's financial instruments, which include cash,
cash equivalents, accounts receivable, accounts payable, accrued expenses and
customer deposits, approximates their fair value at April 30, 1998.
Earnings Per Share
In fiscal 1998, PST adopted Statement of Financial Accounting Standards
No. 128 (SFAS No. 128), Earnings Per Share, which establishes standards for
computing and presenting earnings per share. The new standard replaces the
presentation of earnings per share as prescribed in Accounting Principles Board
Opinion No. 15, Earnings Per Share, with a presentation of basic and diluted
earnings per share on the face of the statement of operations. Basic earnings
per share is computed by dividing net income available to common stockholders by
the weighted average number of common shares outstanding for the period. Diluted
earnings per share is computed using the weighted average number of common
shares outstanding and gives effect to all dilutive potential common shares
outstanding during the period. PST did not have any dilutive potential common
shares outstanding during the year ended April 30, 1998.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingencies at April 30, 1998 and the reported amounts of
revenues and expenses during the year then ended. Areas particularly subject to
estimation include the allowance for doubtful accounts and the reserve for
potential excess and obsolete inventory. Actual results could differ from those
estimates.
New Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board (the FASB) issued
SFAS No. 130, "Reporting Comprehensive Income." The statement establishes
standards for the reporting and display of comprehensive income and its
components. Comprehensive income is defined as the change in equity of a
business enterprise during a period from transactions and other events and
circumstances from non-owner sources. It includes all changes in equity during a
period except those resulting from investments by owners and distributions to
owners. This standard will require that an enterprise display an amount
representing total comprehensive income for the period. SFAS No. 130 will be
effective for PST's fiscal year ending April 30, 1999. SFAS No. 130 requires
disclosure only and will have no impact on PST's financial position or results
of operations.
3. Inventories
Inventories consist of the following:
<TABLE>
<CAPTION>
<S> <C>
Raw materials and purchased parts $ 961,000
Work-in-process 547,000
Finished goods 132,000
----------
$1,640,000
----------
----------
</TABLE>
8
<PAGE>
4. Fixed Assets
Fixed assets consist of the following:
<TABLE>
<CAPTION>
Useful life
in years
-----------
<S> <C> <C>
Land $505,000
Machinery and equipment 5-7 150,000
Office equipment 3-7 165,000
--------
820,000
Less accumulated
depreciation and
amortization 246,000
--------
$574,000
--------
--------
</TABLE>
5. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
<TABLE>
<CAPTION>
<S> <C>
Accrued salaries, wages, vacation pay and bonuses $ 432,000
Accrued warranty costs 208,000
Other 106,000
---------
$746,000
---------
---------
</TABLE>
6. Export Sales and Major Customers
Revenue by geographic area is summarized as follows:
<TABLE>
<CAPTION>
<S> <C>
United States $ 7,221,000
Far East 1,818,000
Japan 2,181,000
Europe 1,215,000
-----------
$12,435,000
-----------
-----------
</TABLE>
For the year ended April 30, 1998, revenue from two customers totaled
$2,181,000 (18%) and $1,586,000 (13%), respectively.
9
<PAGE>
7. Income Taxes
The provision for income taxes consists of:
<TABLE>
<CAPTION>
<S> <C>
Current tax expense:
Federal $1,250,000
State 285,000
----------
1,535,000
----------
Deferred tax benefit:
Federal (45,000)
State (12,000)
-----------
(57,000)
-----------
$1,478,000
-----------
-----------
</TABLE>
The significant components of deferred tax assets and liabilities
consist of the following:
<TABLE>
<CAPTION>
<S> <C>
Deferred tax assets:
Accrued expenses $218,000
Other current liabilities 87,000
Bad debt reserve 41,000
Other 2,000
--------
Total deferred tax assets $348,000
--------
--------
</TABLE>
The following is a reconciliation between the amount of reported income
tax expense and the amount computed using the U.S. Federal statutory rate of 35%
for fiscal 1998:
<TABLE>
<CAPTION>
<S> <C>
Statutory federal rate $1,329,000
State taxes, net of federal benefit 191,000
Foreign sales corporation benefit (17,000)
Research and development tax credits (100,000)
Other 75,000
-----------
$1,478,000
-----------
-----------
</TABLE>
.
8. Incentive Savings and Profit Sharing Plan
PST has an incentive savings and profit sharing plan covering
substantially all employees who wish to participate and meet minimum age and
service requirements. Annual Company contributions are determined by the Board
of Directors and are limited to the maximum amount deductible under the Internal
Revenue Code. Company contributions for fiscal 1998 were $115,000.
10
<PAGE>
9. Commitments
Operating Leases
PST leases certain buildings and equipment under operating leases which
expire through 2001. Under the terms of the leases, PST is responsible for
normal maintenance, utility expenses and taxes.
Future minimum lease payments under operating leases, including
management fees, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Year ending April 30,
1999 $113,000
2000 4,000
2001 4,000
--------
Total minimum lease payments $121,000
--------
--------
</TABLE>
Total rent expense under noncancelable operating leases was
approximately $81,000 for the year ended April 30, 1998.
10. Subsequent Event
On June 11, 1998, pursuant to an Agreement and Plan of Merger (the PST
Agreement), PST merged with ADE Corporation (ADE), a Massachusetts corporation.
ADE designs, manufactures, markets and services highly precise, automated
measurement, defect detection and handling equipment with current applications
in the production of semiconductor wafers, integrated circuits and computer disk
drives. Pursuant to the PST Agreement, each outstanding share of PSTs common
stock was exchanged for two shares of ADEs common stock. A total of 2,000,000
shares of ADEs common stock were issued in this transaction. This transaction
has been accounted for as a pooling-of-interests. Accordingly, upon issuance of
financial statements inclusive of the date of merger, all prior period financial
statements will be restated as if the merger occurred at the beginning of such
periods. There were no material transactions between PST and ADE prior to the
PST Agreement.
Separate results of operations for the period prior to the merger for
ADE and PST were as follows:
Year ended
April 30, 1998
(in thousands)
<TABLE>
<CAPTION>
<S> <C>
Revenue:
ADE Corporation $123,265
Phase Shift Technology 12,435
--------
Combined $135,700
--------
--------
Net income:
ADE Corporation $ 6,647
Phase Shift Technology 2,320
--------
Combined $ 8,967
--------
--------
Earnings per share - basic $ 0.73
Earnings per share - diluted $ 0.70
</TABLE>
11
<PAGE>
Unaudited Pro Forma Financial Information
The following unuaudited pro forma combined condensed financial
statements have been prepared to give effect to the merger between a
wholly-owned subsidiary of ADE Corporation (ADE) and Phase Shift Technology,
Inc. (PST) (the Merger), using the pooling of interests method of accounting.
Pursuant to the Merger, each outstanding share of PSTs common stock was
exchanged for two shares of ADEs common stock. A total of 2,000,000 shares of
ADEs common stock were issued in this transaction.
The unaudited proforma combined condensed balance sheet as of April 30,
1998 gives effect to the merger as if it had occurred on April 30,1998 and
combines the audited consolidated balance sheet of ADE and the audited balance
sheet of PST as of April 30, 1998. The unaudited pro forma combined condensed
statements of income combine the audited historical consolidated statement of
income of ADE and the historical statement of income of PST for the year ended
April 30, 1998 and the audited historical consolidated statements of income of
ADE and unaudited historical statements of income of PST for the two years ended
April 30, 1997 as if the merger had occurred at the beginning of the earliest
period presented.
The unaudited pro forma combined condensed financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the financial position or results of operations which would have actually been
reported had the acquisition been consummated at the beginning of the periods
presented, or which may be reported in the future. The unaudited proforma
combined condensed financial statements should be read in conjunction with the
historical consolidated financial statements and notes thereto of ADE included
in PSTs Annual Report on Form 10-K for the fiscal year ended April 30, 1998.
12
<PAGE>
UNAUDITED PRO FORMA COMBINED CONDENSED
BALANCE SHEET
APRIL 30, 1998
(in thousands)
<TABLE>
<CAPTION>
Historical
---------------------- Pro Forma
ADE PST Adjustments Combined
--------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents ..................... $ 68,541 $ 4,170 $ -- $ 72,711
Accounts receivable, net ...................... 15,806 1,132 -- 16,938
Inventories ................................... 27,152 1,640 -- 28,792
Prepaid expenses and other current assets ..... 6,424 149 -- 6,573
Deferred income taxes ......................... 7,322 348 -- 7,670
--------- --------- -------- ---------
Total current assets .......... 125,245 7,439 -- 132,684
Fixed assets, net ................................. 25,484 574 -- 26,058
Deferred income taxes ............................. 1,905 -- -- 1,905
Investments ....................................... 3,892 -- -- 3,892
Intangible assets, net ............................ 4,996 -- -- 4,996
Restricted cash ................................... 3,808 -- -- 3,808
Other assets ...................................... 288 12 -- 300
--------- --------- -------- ---------
$ 165,618 $ 8,025 $ -- $ 173,643
--------- --------- -------- ---------
--------- --------- -------- ---------
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt ............. $ 434 $ -- $ -- $ 434
Accounts payable .............................. 5,009 685 -- 5,694
Accrued expenses and other current liabilities 10,526 746 -- 11,272
Customer deposits ............................. -- 536 -- 536
Deferred income on sales to affiliates ........ 2,511 -- -- 2,511
Income taxes payable .......................... -- 397 -- 397
--------- --------- -------- ---------
Total current liabilities ..... 18,480 2,364 -- 20,844
--------- --------- -------- ---------
Long-term debt .................................... 8,613 -- -- 8,613
--------- --------- -------- ---------
Stockholders' equity:
Common stock and capital in excess of par value 99,175 1 -- 99,176
Retained earnings ............................. 39,493 5,660 -- 45,153
--------- --------- -------- ---------
138,668 5,661 -- 144,329
Deferred compensation ......................... (143) -- -- (143)
--------- --------- -------- ---------
138,525 5,661 -- 144,186
--------- --------- -------- ---------
$ 165,618 $ 8,025 $ -- $ 173,643
--------- --------- -------- ---------
--------- --------- -------- ---------
</TABLE>
13
<PAGE>
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT
OF INCOME FOR THE YEAR ENDED APRIL 30, 1998
(in thousands, except per share data)
<TABLE>
<CAPTION>
Historical
------------------- Pro Forma
ADE PST Adjustments Combined
-------- -------- ----------- --------
<S> <C> <C> <C> <C>
Revenue ......................................... $123,265 $ 12,435 $ -- $135,700
Cost of revenue ................................. 56,129 5,626 -- 61,755
-------- -------- --------- --------
Gross profit .......................... 67,136 6,809 -- $ 73,945
-------- -------- --------- --------
Operating expenses:
Research and development .................... 26,038 1,542 -- 27,580
Purchased in-process research and development 6,100 -- -- 6,100
Marketing and sales ......................... 14,991 647 -- 15,638
General and administrative .................. 12,764 937 -- 13,701
-------- -------- --------- --------
Total operating expenses .............. 59,893 3,126 -- 63,019
-------- -------- --------- --------
Income from operations .......................... 7,243 3,683 -- 10,926
Interest income, net ............................ 2,232 115 -- 2,347
-------- -------- --------- --------
Income before provision for income taxes and
equity in net loss of affiliated companies ... 9,475 3,798 -- 13,273
Provision for income taxes ...................... 1,823 1,478 -- 3,301
-------- -------- --------- --------
Income before equity in net loss of
affiliated companies ........................ 7,652 2,320 -- 9,972
Equity in net loss of affiliated companies ...... 1,005 -- -- 1,005
-------- -------- --------- --------
Net income ...................................... $ 6,647 $ 2,320 $ -- $ 8,967
-------- -------- --------- --------
-------- -------- --------- --------
Basic earnings per share ........................ $ 0.64 $ 2.32 $ 0.72
Diluted earnings per share ...................... $ 0.61 $ 2.32 $ 0.70
Weighted average shares outstanding - basic ..... 10,415 1,000 1,000 12,415
Weighted average shares outstanding - diluted ... 10,822 1,000 1,000 12,822
</TABLE>
14
<PAGE>
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT
OF INCOME FOR THE YEAR ENDED APRIL 30, 1997
(in thousands, except per share data)
<TABLE>
<CAPTION>
Historical
------------------- Pro Forma
ADE PST Adjustments Combined
-------- -------- ----------- --------
<S> <C> <C> <C> <C>
Revenue ..................................... $101,403 $ 9,730 $ -- $111,133
Cost of revenue ............................. 44,838 4,576 -- 49,414
-------- -------- -------- --------
Gross profit ...................... 56,565 5,154 -- $ 61,719
-------- -------- -------- --------
Operating expenses:
Research and development ................ 17,012 677 -- 17,689
Marketing and sales ..................... 13,665 836 -- 14,501
General and administrative .............. 7,446 597 -- 8,043
-------- -------- -------- --------
Total operating expenses .......... 38,123 2,110 -- 40,233
-------- -------- -------- --------
Income from operations ...................... 18,442 3,044 -- 21,486
Interest income, net ....................... 329 58 -- 387
-------- -------- -------- --------
Income before provision for income taxes and
equity in net loss of affiliated companies 18,771 3,102 -- 21,873
Provision for income taxes .................. 5,705 1,221 -- 6,926
-------- -------- -------- --------
Income before equity in net loss of
affiliated companies .................... 13,066 1,881 -- 14,947
Equity in net income of affiliated companies 99 -- -- 99
-------- -------- -------- --------
Net income .................................. $ 13,165 $ 1,881 $ -- $ 15,046
-------- -------- -------- --------
-------- -------- -------- --------
Basic earnings per share .................... $ 1.55 $ 1.88 $ 1.43
Diluted earnings per share .................. $ 1.48 $ 1.88 $ 1.38
Weighted average shares outstanding - basic . 8,501 1,000 1,000 10,501
Weighted average shares outstanding - diluted 8,880 1,000 1,000 10,880
</TABLE>
15
<PAGE>
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT
OF INCOME FOR THE YEAR ENDED APRIL 30, 1996
(in thousands, except per share data)
<TABLE>
<CAPTION>
Historical
----------------- Pro Forma
ADE PST Adjustments Combined
------- ------- ----------- -------
<S> <C> <C> <C> <C>
Revenue ..................................... $67,339 $ 5,739 $ -- $73,078
Cost of revenue ............................. 31,135 2,990 -- 34,125
------- ------- ------ -------
Gross profit ...................... 36,204 2,749 -- $38,953
------- ------- ------ -------
Operating expenses:
Research and development ................ 7,798 251 -- 8,049
Marketing and sales ..................... 10,169 386 -- 10,555
General and administrative .............. 6,759 449 -- 7,208
------- ------- ------ -------
Total operating expenses .......... 24,726 1,086 -- 25,812
------- ------- ------ -------
Income from operations ...................... 11,478 1,663 -- 13,141
Interest income, net ....................... 331 17 -- 348
------- ------- ------ -------
Income before provision for income taxes .... 11,809 1,680 -- 13,489
Provision for income taxes .................. 4,004 611 -- 4,615
------- ------- ------ -------
Net income .................................. $ 7,805 $ 1,069 $ -- $ 8,874
------- ------- ------ -------
------- ------- ------ -------
Basic earnings per share .................... $ 1.04 $ 1.07 $ 0.93
Diluted earnings per share .................. $ 0.98 $ 1.07 $ 0.89
Weighted average shares outstanding - basic . 7,502 1,000 1,000 9,502
Weighted average shares outstanding - diluted 7,938 1,000 1,000 9,938
</TABLE>
16
<PAGE>
1. Pro Forma Earnings Per Share
The unaudited pro forma combined basic and diluted earnings per share
amounts are based upon the weighted average number of common shares and
potentially dilutive common shares outstanding of ADE and PST for each period,
using an exchange ratio of two shares of ADE common stock for each share of PST
common stock.
2. Conforming Adjustments, Intercompany Transactions and Transaction Costs
There are no material intercompany transactions included in the
unaudited pro forma combined condensed financial statements. There were no
material adjustments required to conform the accounting policies of ADE and PST.
Total costs associated with the merger were not material.
17
<PAGE>
EXHIBITS
Exhibit No. Description
- ----------- -------------------------------------------------------------------
2 Agreement and Plan of Merger dated March 8, 1998, by and among the
Registrant and Theta Acquisition Corporation and Phase Shift
Technology, Inc, Including a List of All Omitted Schedules and
Exhibits Thereto (Incorporated herein by reference to Registrant's
Current Report on Form 8-K filed on June 26, 1998,
File No. 0-26714.)
4.6 Registration Rights Agreement dated May 31, 1998 (Incorporated
herein by reference to Registrant's Current Report on Form 8-K filed
on June 26, 1998, File No. 0-26714.)
20 News Release Dated June 15, 1998 (Incorporated herein by reference
to Registrant's Current Report on Form 8-K filed on June 26, 1998,
File No. 0-26714.)
18
<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: August 25, 1998 /s/ Mark D. Shooman
-----------------------------------------
Mark D. Shooman
Vice President and Chief Financial Officer
Date: August 25, 1998 /s/ Robert C. Abbe
-----------------------------------------
Robert C. Abbe
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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2 Agreement and Plan of Merger dated March 8, 1998, by and among the
Registrant and Theta Acquisition Corporation and Phase Shift
Technology, Inc, Including a List of All Omitted Schedules and
Exhibits Thereto (Incorporated herein by reference to Registrant's
Current Report on Form 8-K filed on June 26, 1998,
File No. 0-26714.)
4.6 Registration Rights Agreement dated May 31, 1998 (Incorporated
herein by reference to Registrant's Current Report on Form 8-K filed
on June 26, 1998, File No. 0-26714.)
20 News Release Dated June 15, 1998 (Incorporated herein by reference
to Registrant's Current Report on Form 8-K filed on June 26, 1998,
File No. 0-26714.)
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