Le Lézard
Classified in: Science and technology, Business
Subjects: ERN, CCA, FNC, PER, ERP

Quantum Corporation Reports Fiscal Second Quarter 2018 Results


SAN JOSE, Calif., Nov. 9, 2017 /PRNewswire/ -- Quantum Corp. (NYSE: QTM) today reported results for the fiscal second quarter 2018 ended Sept. 30, 2017, and made a number of other announcements.

Quantum Logo (PRNewsfoto/Quantum Corp.)

Fiscal Second Quarter Results
For the fiscal second quarter 2018, Quantum reported the following (all comparisons are relative to the fiscal second quarter 2017 unless otherwise stated):

"We're disappointed that our results fell short of our expectations, but we're taking aggressive action to improve our cost structure and generate consistent growth and profitability," said Fuad Ahmad, senior vice president and CFO of Quantum. "We believe part of the challenge at quarter end involved timing of deals, and we've already shipped more than 50 percent of the revenue from deals that weren't closed, including those delayed by third-party component supply shortages.

"Despite the difficulties we encountered in the quarter, there were some bright spots, including strong year-over-year growth in video surveillance, positive customer reception to our new StorNext 6-powered solutions and the increased market opportunities resulting from new partnerships."

CEO Transition
Quantum has named board member Adalio T. Sanchez interim CEO to replace Jon Gacek, who has left the company. Sanchez is a 35-year IT industry veteran who spent most of his career at IBM, including 16 years in senior executive and global general management roles. The board also has formed a search committee which will be headed by Chairman Raghu Rau and has retained Korn Ferry International to commence a search for a permanent CEO.

"Adalio brings tremendous domain expertise in systems and storage, along with a proven track record of transforming businesses," said Rau. "Since joining the board in May, Adalio has been leading our engagement with AlixPartners and will hit the ground running to drive improved execution at the company."

Convertible Notes Repayment and Additional Financing
Quantum announced that it has secured a $20 million incremental delayed draw term loan financing facility from TCW Direct Lending. The new capital is being provided under amended credit agreements with TCW and PNC Bank and is on top of the $170 million financing package with the two lenders that the company announced in October of last year. This brings the total cash secured under delayed draw term loans to $40 million, including $20 million in previously committed funds. In addition to the incremental financing, the amended agreements include less restrictive covenants than the original agreements.

"We appreciate the continued support from our lenders," said Ahmad. "The additional financing will give us more financial and operational flexibility to execute and puts us on track to pay off the remaining $57 million of the company's convertible notes upon maturity next Wednesday, Nov. 15."

Executing on Strategic Review to Transform Quantum's Business
In June, Quantum's newly reconstituted board of directors initiated a comprehensive strategic review of the company's business and engaged AlixPartners to assist in identifying cost savings to increase profitability, financial flexibility and growth investments. The cost reduction measures will result in $5 million of savings in the second half of this fiscal year (or $15 million on an annualized basis) and up to $35 million in annualized savings by the end of fiscal 2019.

Appointment of Eric Singer to Quantum Board
Quantum has appointed Eric Singer, founder and managing member of VIEX Capital Advisors and the company's largest shareholder, to the board. Singer will bring a shareholder perspective to the board and will assist in creating increased value for all shareholders.

Guidance for Fiscal Third Quarter and Second Half of Fiscal 2018
Quantum provided the following guidance for the fiscal third quarter 2018:

The company also provided the following guidance for the second half of this fiscal year:

Fiscal Second Quarter Business Highlights

Conference Call and Audio Webcast Notification
Quantum will hold a conference call today, Nov. 9, 2017, at 2:00 p.m. PST to discuss its fiscal second quarter results. Press and industry analysts are invited to attend in listen-only mode.
Dial-in number: 503-343-6063
Participant passcode: 3998768
Replay numbers: 855-859-2056 U.S.; 404-537-3406 International
Replay passcode: 3998768
Replay expiration: Thursday, Nov. 16, 2017
Webcast site: www.quantum.com/investors

About Quantum
Quantum is a leading expert in scale-out tiered storage, archive and data protection, providing solutions for capturing, sharing, managing and preserving digital assets over the entire data lifecycle. From small businesses to major enterprises, more than 100,000 customers have trusted Quantum to address their most demanding data workflow challenges. Quantum's end-to-end, tiered storage foundation enables customers to maximize the value of their data by making it accessible whenever and wherever needed, retaining it indefinitely and reducing total cost and complexity. See how at www.quantum.com/customerstories.

Quantum, the Quantum logo, aiWARE, StorNext and Xcellis are either registered trademarks or trademarks of Quantum Corporation and its affiliates in the United States and/or other countries. All other trademarks are the property of their respective owners.

"Safe Harbor" Statement: This press release contains "forward-looking" statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Specifically, but without limitation, statements relating to: i) expected annualized cost savings for Fiscal 2018 and Fiscal 2019; ii) the aggressive actions we are taking to improve our cost structure and generate consistent growth and profitability; iii) our expectation that the additional financing will give us more financial and operational flexibility; iv) paying down the remaining $57 million of the company's convertible notes upon maturity next Wednesday, Nov. 15; v) Board and leadership changes driving improved execution at the company and assisting in creating increased value for all shareholders; and vi) all of our statements under the heading "Guidance for Fiscal Third Quarter and Second Half of Fiscal 2018" are forward-looking statements within the meaning of the Safe Harbor. All forward-looking statements in this press release are based on information available to Quantum on the date hereof. These statements involve known and unknown risks, uncertainties and other factors that may cause Quantum's actual results to differ materially from those implied by the forward-looking statements. More detailed information about these risk factors are set forth in Quantum's periodic filings with the Securities and Exchange Commission, including, but not limited to, those risks and uncertainties listed in the section entitled "Risk Factors," in Quantum's Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 1, 2017 and in Quantum's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2017. Quantum expressly disclaims any obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Use of Non-GAAP Financial Measures

Quantum believes that the non-GAAP financial measures disclosed above provide useful and supplemental information to investors regarding its quarterly financial performance. Quantum management and Board of Directors use these non-GAAP financial measures internally to understand, manage and evaluate the company's business results and make operating decisions. For instance, Quantum management often makes decisions regarding staffing, future management priorities and how the company will direct future operating expenses on the basis of non-GAAP financial measures. In addition, compensation of our employees is based in part on the performance of our business based on non-GAAP operating income.

Amortization of Intangible Assets
This includes acquired intangibles such as purchased technology in connection with prior acquisitions which are included within other long-term assets in the Condensed Consolidated Balance Sheet. These expenses are not factored into management's evaluation of potential acquisitions or Quantum's performance after completion of the acquisitions because they are not related to Quantum's core operating performance. In addition, the frequency and amount of such charges can vary significantly based on the size and timing of acquisitions and the maturities of the businesses being acquired. Excluding acquisition-related charges from non-GAAP measures provides investors with a basis to compare Quantum against the performance of other companies without the variability caused by purchase accounting.

Share-Based Compensation Expense
Share-based compensation expense relates primarily to equity awards such as stock options, restricted stock units and employee stock purchase plan. Share-based compensation is a non-cash expense that varies in amount from period to period and is dependent on market forces that are often beyond Quantum's control. Management believes that non-GAAP measures adjusted for share-based compensation provide investors with a basis to measure Quantum's core performance against the performance of other companies without the variability created by share-based compensation as a result of the variety of equity awards used by other companies and the varying methodologies and assumptions used.

Amortization of Debt Costs
Amortization of debt costs, included in interest expense, relates to the amortization of fees incurred and paid in connection with the issuance of our debt and convertible notes. Amortization of debt costs is a non-cash expense that is representative of a single transaction which occurred in prior periods. The amount is excluded from non-GAAP financial measures because it is not considered a core operating activity. Management believes that it is appropriate to exclude the amortization from interest expense in order to provide investors the ability to compare Quantum's period-over-period results from continuing operations.

Restructuring Charges
Restructuring charges primarily relate to expenses associated with changes to Quantum's operating structure. Restructuring charges are excluded from non-GAAP financial measures because they are not considered core operating activities. Although Quantum has engaged in various restructuring activities in the past, each has been a discrete event based on a unique set of business objectives. Management believes that it is appropriate to exclude restructuring charges from Quantum's non-GAAP financial measures, as it enhances the ability of investors to compare Quantum's period-over-period operating results from continuing operations.

Proxy Contest and Related Costs
Proxy contest and related costs are expenses incurred to respond to activities and inquiries of VIEX Capital Advisors, LLC, including their proxy solicitation and subsequent costs related to the identification and appointment of new board members. These costs are not considered core operating activities. Management believes that it is appropriate to exclude these costs in order to provide investors the ability to compare Quantum's period-over-period operating results from continuing operations.

Litigation Costs
Litigation costs are expenses incurred to defend ourselves and perform other activities related to certain patent infringement lawsuits filed by third parties. These costs are excluded from non-GAAP financial measures because they are not considered core operating activities. Management believes that it is appropriate to exclude these costs in order to provide investors the ability to compare Quantum's period-over-period operating results from continuing operations.

Business Transition Costs
Business transition costs were expenses incurred from a third party consulting firm to identify opportunities for reducing costs, achieving greater operational efficiencies and reinvesting to accelerate growth. These costs are excluded from non-GAAP financial measures because they are not considered core operating activities. Management believes that it is appropriate to exclude these costs in order to provide investors the ability to compare Quantum's period-over-period operating results from continuing operations.

Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. They are limited in value because they exclude charges that have a material impact on the company's reported financial results and, therefore, should not be relied upon as the sole financial measures to evaluate the company. The non-GAAP financial measures are meant to supplement, and be viewed in conjunction with, GAAP financial measures. Investors are encouraged to review the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures as provided in the tables accompanying this press release.

1 All revenue figures for scale-out tiered storage, data protection, disk backup systems and tape automation in this press release include related service revenue.

 

QUANTUM CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)



September 30, 2017


March 31, 2017





Assets




Current assets:




Cash and cash equivalents

$

9,504



$

12,958


Restricted cash

1,969



1,832


Accounts receivable

105,771



116,056


Manufacturing inventories

29,119



27,661


Service parts inventories

19,915



19,849


Other current assets

8,795



9,969


Total current assets

175,073



188,325


Long-term assets:




Property and equipment

10,745



11,186


Restricted cash

20,000



20,000


Other long-term assets

5,332



5,516


Total long-term assets

36,077



36,702



$

211,150



$

225,027


Liabilities and Stockholders' Deficit




Current liabilities:




Accounts payable

$

48,488



$

41,611


Accrued warranty

2,950



3,263


Deferred revenue

77,090



84,683


Accrued restructuring charges

1,743



869


Convertible subordinated debt

57,034



62,827


Accrued compensation

23,180



24,104


Other accrued liabilities

12,927



12,998


Total current liabilities

223,412



230,355


Long-term liabilities:




Deferred revenue

35,906



37,642


Accrued restructuring charges

423



481


Long-term debt

70,631



65,028


Other long-term liabilities

5,112



7,520


Total long-term liabilities

112,072



110,671


Stockholders' deficit

(124,334)



(115,999)



$

211,150



$

225,027


 




QUANTUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)



Three Months Ended


Six Months Ended


September 30,
2017


September 30,
2016


September 30,
2017


September 30,
2016

Revenue:








Product

$

63,606



$

88,575



$

135,224



$

160,401


Service

34,165



36,620



69,411



72,438


Royalty

9,280



9,547



19,274



18,187


Total revenue

107,051



134,742



223,909



251,026


Cost of revenue:








Product

48,561



64,352



99,510



114,484


Service

14,717



14,664



29,807



30,170


Total cost of revenue

63,278



79,016



129,317



144,654


  Gross margin

43,773



55,726



94,592



106,372


Operating expenses:








Research and development

10,190



11,402



20,795



22,459


Sales and marketing

26,179



26,145



54,003



52,513


General and administrative

12,158



12,572



24,667



25,532


Restructuring charges

31



15



2,366



2,067


Total operating expenses

48,558



50,134



101,831



102,571


  Income (loss) from operations

(4,785)



5,592



(7,239)



3,801


Other income

38



10



136



166


Interest expense

(2,617)



(1,485)



(5,175)



(2,993)


  Net income (loss) before income tax provision (benefit)

(7,364)



4,117



(12,278)



974


Income tax provision (benefit)

499



45



(741)



422


  Net income (loss)

$

(7,863)



$

4,072



$

(11,537)



$

552










Basic and diluted net income (loss) per share

$

(0.23)



$

0.12



$

(0.34)



$

0.02










Weighted average shares:








   Basic

34,561



33,804



34,337



33,549


   Diluted

34,561



34,048



34,337



33,699










Included in the above Statements of Operations:
















Restructuring charges:

$

31



$

15



$

2,366



$

2,067










Loss on debt extinguishment

39



?



39



?










Amortization of intangibles:








Cost of revenue

36



48



72



95










Share-based compensation:








Cost of revenue

201



234



418



514


Research and development

245



333



531



736


Sales and marketing

633



606



1,153



1,218


General and administrative

638



477



1,228



1,180



1,717



1,650



3,330



3,648


Amortization of debt costs:








Interest expense

428



168



855



336










Proxy contest and related costs:








General and administrative

14



304



645



350










Litigation costs:








General and administrative

3



128



7



141










Business transition costs:








General and administrative

715



?



715



?


 




QUANTUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



Six Months Ended


September 30, 2017


September 30, 2016





Cash flows from operating activities:




Net income (loss)

$

(11,537)



$

552


Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:




Depreciation

2,525



2,710


Amortization and write off of debt issuance costs

855



336


Service parts lower of cost or market adjustment

2,319



2,659


Tax benefit from settlement

(1,656)



?


Non-cash interest expense

621



?


Deferred income taxes

144



17


Share-based compensation

3,330



3,648


Non-cash loss on debt extinguishment

9



?


Changes in assets and liabilities:




Accounts receivable

10,284



(1,951)


Manufacturing inventories

(1,752)



2,429


Service parts inventories

(2,737)



(766)


Accounts payable

6,537



4,875


Accrued warranty

(313)



(59)


Deferred revenue

(9,329)



(9,162)


Accrued restructuring charges

817



(219)


Accrued compensation

(1,236)



1,049


Other assets and liabilities

815



(3,737)


Net cash provided by (used in) operating activities

(304)



2,381


Cash flows from investing activities:




Purchases of property and equipment

(1,156)



(1,249)


(Increase) decrease in restricted cash

6



(5)


Return of capital from investments

278



?


Net cash used in investing activities

(872)



(1,254)


Cash flows from financing activities:




Borrowings of long-term debt

164,650



6,500


Repayments of long-term debt

(160,245)



(11,959)


Repayments of convertible subordinated debt

(6,000)



?


Payment of taxes due upon vesting of restricted stock

(1,775)



(673)


Proceeds from issuance of common stock

1,010



658


Net cash used in financing activities

(2,360)



(5,474)


Effect of exchange rate changes on cash and cash equivalents

82



5


Net decrease in cash and cash equivalents

(3,454)



(4,342)


Cash and cash equivalents at beginning of period

12,958



33,870


Cash and cash equivalents at end of period

$

9,504



$

29,528


 




QUANTUM CORPORATION

GAAP TO NON-GAAP RECONCILIATION

(In thousands, except per share amounts)

(Unaudited)



Three Months Ended September 30, 2017


Gross
Margin


Gross
Margin Rate


Loss
 From
Operations


Operating
Margin


Net Loss


Per Share
Net Loss,
Basic


Per Share
Net Loss,
Diluted

GAAP

$

43,773



40.9

%


$

(4,785)



(4.5)

%


$

(7,863)



$

(0.23)



$

(0.23)


Non-GAAP Reconciling Items:














Amortization of intangibles

36





36





36






Share-based compensation

201





1,717





1,717






Restructuring charges

?





31





31






Proxy contest and related costs

?





14





14






Litigation costs

?





3





3






Business transition costs

?





715





715






Loss on debt extinguishment

?





?





39






Amortization of debt costs

?





?





428






Non-GAAP

$

44,010



41.1

%


$

(2,269)



(2.1)

%


$

(4,880)



$

(0.14)



$

(0.14)
















 Computation of basic and diluted net loss per share:






 GAAP


 Non-GAAP

 Net loss











$

(7,863)



$

(4,880)


Interest on dilutive convertible notes








?



?


Loss for purposes of computing net loss per diluted share






$

(7,863)



$

(4,880)
















 Weighted average shares:











 Basic











34,561



34,561


 Dilutive shares from stock plans








?



?


 Dilutive shares from convertible notes








?



?


 Diluted











34,561



34,561


 






Six Months Ended September 30, 2017


Gross
Margin


Gross
Margin Rate


Loss
 From
Operations


Operating
Margin


Net Loss


Per Share
Net Loss,
Basic


Per Share
Net Loss,
Diluted

GAAP

$

94,592



42.2

%


$

(7,239)



(3.2)

%


$

(11,537)



$

(0.34)



$

(0.34)


Non-GAAP Reconciling Items:














Amortization of intangibles

72





72





72






Share-based compensation

418





3,330





3,330






Restructuring charges

?





2,366





2,366






Proxy contest and related costs

?





645





645






Litigation costs

?





7





7






Business transition costs

?





715





715






Loss on debt extinguishment

?





?





39






Amortization of debt costs

?





?





855






Non-GAAP

$

95,082



42.5

%


$

(104)



?

%


$

(3,508)



$

(0.10)



$

(0.10)
















 Computation of basic and diluted net loss per share:






 GAAP


 Non-GAAP

 Net loss











$

(11,537)



$

(3,508)


Interest on dilutive convertible notes








?



?


Loss for purposes of computing net loss per diluted share






$

(11,537)



$

(3,508)
















 Weighted average shares:











 Basic











34,337



34,337


 Dilutive shares from stock plans








?



?


 Dilutive shares from convertible notes








?



?


 Diluted











34,337



34,337


The non-GAAP financial information set forth in these tables is not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial information used by other companies.



QUANTUM CORPORATION

GAAP TO NON-GAAP RECONCILIATION

(In thousands, except per share amounts)

(Unaudited)



Three Months Ended September 30, 2016


Gross
Margin


Gross
Margin Rate


Income
From
Operations


Operating
Margin


Net Income


Per Share
Net Income,
Basic


Per Share
Net Income,
Diluted

GAAP

$

55,726



41.4

%


$

5,592



4.2

%


$

4,072



$

0.12



$

0.12


Non-GAAP Reconciling Items:














Amortization of intangibles

48





48





48






Share-based compensation

234





1,650





1,650






Restructuring charges

?





15





15






Proxy contest and related costs

?





304





304






Litigation costs

?





128





128






Amortization of debt costs

?





?





168






Non-GAAP

$

56,008



41.6

%


$

7,737



5.7

%


$

6,385



$

0.19



$

0.19
















 Computation of basic and diluted net income per share:






 GAAP


 Non-GAAP

 Net income











$

4,072



$

6,385


Interest on dilutive convertible notes








?



902


Income for purposes of computing net income per diluted share






$

4,072



$

7,287
















 Weighted average shares:











 Basic











33,804



33,804


 Dilutive shares from stock plans








244



244


 Dilutive shares from convertible notes








?



5,313


 Diluted











34,048



39,361


 


Six Months Ended September 30, 2016


Gross
Margin


Gross
Margin Rate


Income
From
Operations


Operating
Margin


Net Income


Per Share
Net Income,
Basic


Per Share
Net Income,
Diluted

GAAP

$

106,372



42.4

%


$

3,801



1.5

%


$

552



$

0.02



$

0.02


Non-GAAP Reconciling Items:














Amortization of intangibles

95





95





95






Share-based compensation

514





3,648





3,648






Restructuring charges

?





2,067





2,067






Proxy contest and related costs

?





350





350






Litigation costs

?





141





141






Amortization of debt costs

?





?





336






Non-GAAP

$

106,981



42.6

%


$

10,102



4.0

%


$

7,189



$

0.21



$

0.21
















 Computation of basic and diluted net income per share:






 GAAP


 Non-GAAP

 Net income











$

552



$

7,189


Interest on dilutive convertible notes








?



?


Income for purposes of computing net income per diluted share






$

552



$

7,189
















 Weighted average shares:











 Basic











33,549



33,549


 Dilutive shares from stock plans








150



371


 Dilutive shares from convertible notes








?



?


 Diluted











33,699



33,920


The non-GAAP financial information set forth in these tables is not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial information used by other companies.

 

QUANTUM CORPORATION

FORECAST THIRD QUARTER FISCAL 2018

GAAP TO NON-GAAP RECONCILIATION

(In thousands, except per share amounts)

(Unaudited)



Dollars

Forecast operating expense on a GAAP basis

$

46.0



$

47.0


Forecast share-based compensation

(1.0)

Forecast operating expense on a non-GAAP basis

$

45.0



$

46.0





Dollars

Forecast interest expense on a GAAP basis

$6.3

Forecast amortization of debt costs

(0.2)

Forecast interest expense on a non-GAAP basis

$6.1




Dollars per Share

Forecast diluted earnings per share on a GAAP basis

$

0.05


?

$

0.07


Forecast debt extinguishment costs

0.08




0.10


Forecast share-based compensation

0.01




0.03


Forecast amortization of debt costs

0.02

Forecast diluted earnings per share on a non-GAAP basis

$

0.16



$

0.22




Estimates based on current fiscal 2018 projections.


The projected GAAP and non-GAAP financial information set forth in this table represent forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For risk factors that could impact these projections, see our Annual Report on Form 10-K filed with the SEC on May 31, 2017.  We disclaim any obligation to update information in any forward-looking statement.


The non-GAAP financial information set forth in this table is not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial information used by other companies.

 

QUANTUM CORPORATION

SECOND HALF OF FISCAL 2018

GAAP TO NON-GAAP RECONCILIATION

(In thousands, except per share amounts)

(Unaudited)



Dollars per Share

Forecast diluted loss per share on a GAAP basis

$

0.19



$

0.25


Forecast debt extinguishment costs

0.10

Forecast share-based compensation

0.06

Forecast amortization of debt costs

0.01

Forecast diluted earnings per share on a non-GAAP basis

$

0.36



$

0.42




Estimates based on current fiscal 2018 projections.


The projected GAAP and non-GAAP financial information set forth in this table represent forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For risk factors that could impact these projections, see our Annual Report on Form 10-K filed with the SEC on May 31, 2017.  We disclaim any obligation to update information in any forward-looking statement.


The non-GAAP financial information set forth in this table is not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial information used by other companies.

Contact:
Brad Cohen
Public Relations
Quantum Corp.
408-944-4044
[email protected]

Brinlea Johnson or Allise Furlani
Investor Relations
The Blueshirt Group
212-331-8424 or 212-331-8433
[email protected] or [email protected]

 

SOURCE Quantum Corp.


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Trailbreaker Resources Ltd. (TBK.V) ("Trailbreaker" or "the Company") is pleased to announce that it has commenced its 2024 drill program focussing on the copper-molybdenum (Cu-Mo) porphyry target at its 100% owned Liberty property in central British...

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Ivy Tech Community College, Indiana's largest postsecondary institution and the nation's largest singly accredited community college, has selected eCampus.com, a leader in online bookstores and collegiate retail solutions, to...

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WIN Learning, a national leading developer of career readiness solutions, announced today that it has been named a finalist in three categories in the 2024 EdTech Cool Tool Awards. WIN's Soft Skills Courseware is a finalist in the Digital Courseware...

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Onto Innovation Inc. today announced the release of a new sub-surface inspection capability for the Dragonfly® G3 sub-micron 2D/3D inspection and metrology platform. The new capability enables whole wafer inspection for critical yield impacting...



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