ADE Corporation Exceeds Third-Quarter Guidance; Revenue, Gross Margin, Income, Bookings and Cash Rise Sequentially.WESTWOOD Westwood. 1 Residential town (1990 pop. 12,557), Norfolk co., E Mass., in the greater Boston area; settled 1640, inc. 1897. It has several early 18th-century buildings. 2 Residential borough (1990 pop. 10,446), Bergen co., NE N.J. , Mass. -- ADE Corporation (Nasdaq: ADEX ADEX Athens Derivatives Exchange (Athens, Greece) ADEX Air Defense Exercise ADEX Advertisement Expenditure ADEX Asociaciã³n de Exportadores (Peru) ) today reported its financial results for its third quarter of fiscal 2006 ended January January: see month. 31, 2006. Revenue for the third quarter of fiscal 2006 was $26.3 million, compared with $23.6 million for the second quarter of fiscal 2006 and $29.5 million for the third quarter of fiscal 2005. ADE posted net income of $4.7 million, or $0.32 per diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. share, for the third quarter of fiscal 2006. This figure includes a tax benefit of approximately $980,000 related to 2005 tax deductions Tax deduction An expense that a taxpayer is allowed to deduct from taxable income. tax deduction See deduction. . This compares with net income of $2.9 million, or $0.20 per diluted share, for the second quarter of fiscal 2006, and $6.4 million, or $0.45 per diluted share, for the third quarter of fiscal 2005. Gross margin for the third fiscal quarter of 2006 was 57 percent. This compares with 56 percent for the prior quarter and 53 percent for the year-ago third fiscal quarter. ADE ended the third fiscal quarter with $88.2 million in cash, cash equivalents and marketable securities Marketable Securities Very liquid securities that can be converted into cash quickly at a reasonable price. Notes: Marketable securities are very liquid as they tend to have maturities less than one year, and the rate at which these securities can be bought or sold has . This is an increase of 20 percent from $73.7 million at the end of fiscal 2005. ADE's backlog Backlog The total value of sales orders waiting to be fulfilled. Notes: This figure is used mainly in the manufacturing industry. Increases or decreases in a company's backlog indicate the future direction of sales and earnings. on January 31, 2006 was $41.8 million. This compares with $40.2 million on October 31, 2005 and $48.2 million on January 31, 2005. "ADE continued to perform well in the third fiscal quarter, exceeding its financial guidance range for revenue and net income, and showing growth in new orders and gross margin as well as cash," said Dr. Chris L. Koliopoulos, ADE's president and chief executive officer. "We continued to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the ongoing expansion in 300mm wafer (1) A small, thin continuous-loop magnetic tape cartridge that has been used from time to time for data storage and specialized applications. (2) The base unit of chip making. It is a slice taken from a salami-like silicon crystal ingot up to 12" (300mm) in diameter. capacity, generated additional momentum with our recent product launches and increased our cash position to record levels." "For the third quarter, revenue was strongest geographically from Japan, which accounted for 45% of total revenue," said Brian James Not to be confused with Brion James. Brian James can be
"Utilization rates remain high in both 200mm and 300mm wafer fabs, and demand for metrology metrology Science of measurement. Measuring a quantity means establishing its ratio to another fixed quantity of the same kind, known as the unit of that kind of quantity. and defect defect - bug inspection equipment continues to grow as capacity expansion plans are announced and 300mm wafer production escalates," continued Dr. Koliopoulos. "Quote activity remained strong during the quarter, and customer interest in our new NanoXam(TM), WaferXam(TM) and FabVision(TM) tools continues to build momentum. Our data storage segment is also tracking the growth in hard disk drives as consumer demand increases." "Recently we announced a definitive merger agreement with KLA-Tencor. Through this acquisition by KLA-Tencor, both companies are looking to increase growth by leveraging their collective technology and existing infrastructure, especially in the semiconductor device market. The combined company will be well positioned to benefit from the increasing industry demand for 300mm wafer metrology and defect inspection equipment with an expanded portfolio of yield management solutions," concluded Dr. Koliopoulos. ADE expects the merger to close by early in the third calendar quarter of this year subject to customary closing conditions, including regulatory approval and approval by ADE shareholders. While the merger is pending, ADE will no longer be providing guidance on revenue, gross margins or earnings per share. Conference Call Reminder ADE will host a conference call and webcast on March 8, 2006 at 8:30 a.m. Eastern Time (ET) to discuss its third-quarter financial results and business outlook. To participate in the webcast, please visit the "Investor Relations Investor relations The process by which the corporation communicates with its investors. " 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. 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 manufacturing industries npl → industrias fpl manufactureras manufacturing industries npl → industries fpl de transformation . Wafer suppliers and device manufacturers worldwide rely on ADE measurement and inspection systems to certify cer·ti·fy v. cer·ti·fied, cer·ti·fy·ing, cer·ti·fies v.tr. 1. a. To confirm formally as true, accurate, or genuine. b. and ensure the highest quality bare silicon substrates. ADE's most recent generation of products serve both 65nm in-line In-line Used in the context of general equities. (1) An order or market in a specific security within the inside market; 2) any announcement (earnings) that adheres closely to Wall Street analysts' expectations. 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 Internet Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the at http://www.ade.com, which website is not part of this news release. Cautionary Statement Regarding Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This news release contains certain forward-looking statements within the meaning of the "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " provisions of the United States Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and 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 momentum of ADE's products and quote activity, the expected demand for ADE's products and for semiconductor wafers wafers compressed roughage in flat plates useful for feeding to animals in transit. generally, the success of ADE's new and existing products, the expected closing time for the proposed merger, the impact of the proposed merger on the growth and positioning of both KLA-Tencor and ADE and the development and availability of existing and new products, and other expected benefits from the proposed merger. 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 product development efforts; the success of product offerings to meet customer needs within the timeframes required by customers in these markets; disruption disruption /dis·rup·tion/ (dis-rup´shun) a morphologic defect resulting from the extrinsic breakdown of, or interference with, a developmental process. from the proposed merger making it more difficult to maintain relationships with customers, vendors and employees; the failure to obtain and retain expected synergies from the proposed merger; the failure of ADE shareholders to approve the proposed merger; delays in obtaining, or adverse conditions contained in, any required regulatory approvals; failure to consummate To carry into completion; to fulfill; to accomplish. A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife. 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 Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 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. Important Information This document may be deemed to be solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual material in respect of the proposed business combination of KLA-Tencor Corporation and ADE. In connection with the proposed transaction, a registration statement on Form S-4 will be filed by KLA-Tencor with the SEC. STOCKHOLDERS OF ADE ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus will be mailed to stockholders of ADE and stockholders may obtain a free copy of the disclosure documents (when they become available) and other documents filed by ADE and KLA-Tencor with the SEC at the SEC's website at www.sec.gov, from ADE Corporation, 80 Wilson Way, Westwood, Massachusetts Westwood is a town in Norfolk County, Massachusetts, United States. The population was 14,117 at the 2000 census. History Westwood was first settled in 1640 and was part of the town of Dedham (it was originally called 'West Dedham') until it was officially incorporated 02090, Attention: Chief Financial Officer, or from KLA-Tencor Corporation, 160 Rio Robles Robles is a common surname in the Spanish language meaning oaks, and may refer to:
KLA-Tencor, ADE and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transactions. Information regarding KLA-Tencor's directors and executive officers is available in KLA-Tencor's proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. for its 2005 annual meeting of stockholders, which was filed with the SEC on October 13, 2005, and information regarding ADE's directors and executive officers is available in ADE's annual report on Form 10-K for the year ended April 30, 2005, and its proxy statement for its 2005 annual meeting of stockholders, which were filed with the SEC on July 26 and August 19, 2005, respectively. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
ADE CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
Three months Nine months
ended ended
January 31 January 31
--------------- ---------------
2006 2005 2006 2005
------- ------- ------- -------
Revenue $26,258 $29,505 $74,184 $87,107
Cost of revenue 11,382 13,969 32,481 40,904
------- ------- ------- -------
Gross profit 14,876 15,536 41,703 46,203
------- ------- ------- -------
Operating expenses:
Research and development 4,113 4,130 11,743 11,412
Marketing and sales 2,933 2,715 9,382 9,000
General and administrative 2,754 2,413 7,936 7,940
------- ------- ------- -------
Total operating expenses 9,800 9,258 29,061 28,352
------- ------- ------- -------
Income from operations 5,076 6,278 12,642 17,851
Interest income 694 182 1,764 379
Interest expense (65) (70) (185) (203)
Other income 87 163 143 214
------- ------- ------- -------
Income before provision for income
taxes 5,792 6,553 14,364 18,241
Provision for income taxes 1,059 117 3,830 444
------- ------- ------- -------
Net income $ 4,733 $ 6,436 $10,534 $17,797
======= ======= ======= =======
Basic earnings per share $ 0.33 $ 0.46 $ 0.73 $ 1.27
Diluted earnings per share $ 0.32 $ 0.45 $ 0.72 $ 1.25
Weighted average shares outstanding -
basic 14,405 14,065 14,366 14,038
Weighted average shares outstanding -
diluted 14,695 14,285 14,637 14,276
ADE CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, unaudited)
January 31, April 30,
2006 2005
Assets
Cash and cash equivalents $ 87,244 $ 72,841
Marketable securities 932 836
Accounts receivable, net 19,274 18,499
Inventories 34,785 30,764
Other current assets 1,096 1,373
Deferred income taxes 11,017 10,601
---------- ----------
Total current assets 154,348 134,914
Fixed assets, net 8,391 9,241
Deferred income taxes 3,194 6,616
Investments 499 499
Other assets 1,751 1,956
---------- ----------
Total assets $ 168,183 $ 153,226
========== ==========
Liabilities and Stockholders' Equity
Total current liabilities $ 19,438 $ 18,273
Deferred gain on sale-leaseback 1,411 1,496
Long-term debt 3,292 3,431
Total stockholders' equity 144,042 130,026
---------- ----------
Total liabilities and stockholders' equity $ 168,183 $ 153,226
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