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. -0- *T 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 ======= ======== ======== ======== *T
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