ADE Corporation (Nasdaq: ADEX) today reported its financial results
for its third quarter of fiscal 2006 ended January 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 share, for the
third quarter of fiscal 2006. This figure includes a tax benefit of
approximately $980,000 related to 2005 tax deductions. 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. This is an increase of 20 percent from $73.7 million at
the end of fiscal 2005. ADE's backlog 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 the ongoing expansion in 300mm wafer 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, executive vice
president and chief financial officer of ADE. "Asia and the United
States, meanwhile, each contributed approximately 25% of sales,
with Europe delivering the remainder." "Utilization rates remain
high in both 200mm and 300mm wafer fabs, and demand for metrology
and defect 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" 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.
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 news 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 momentum of ADE's
products and quote activity, the expected demand for ADE's products
and for semiconductor wafers 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 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 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. Important
Information This document may be deemed to be solicitation 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 02090,
Attention: Chief Financial Officer, or from KLA-Tencor Corporation,
160 Rio Robles, San Jose, California 95134, Attention: General
Counsel. 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 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. -0- *T 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 ==========
========== *T
Ade (NASDAQ:ADEX)
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Ade (NASDAQ:ADEX)
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