8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

July 31, 2012

Date of Report (Date of earliest event reported)

IPG PHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0001-33155	04-3444218
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

50 Old Webster Road

Oxford, Massachusetts 01540

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (508) 373-1100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition	3
Item 9.01. Financial Statements and Exhibits	3
SIGNATURES	4
EXHIBIT INDEX	5
Ex-99.1 Press Release dated July 31, 2012

Item 2.02. Results of Operations and Financial Condition

On July 31, 2012, IPG Photonics Corporation (the “Company”) announced its financial results for the quarter ended June 30, 2012. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information on this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1 Press Release issued by IPG Photonics Corporation on July 31, 2012.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

	IPG PHOTONICS CORPORATION
July 31, 2012	By:	/s/ Timothy P.V. Mammen
		Timothy P.V. Mammen
		Vice President and Chief Financial Officer

4

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Press Release issued by IPG Photonics Corporation on July 31, 2012.

5

EX-99.1

Exhibit 99.1

CONTACT:	Tim Mammen	David Calusdian
	Chief Financial Officer	Executive Vice President
	IPG Photonics Corporation	Sharon Merrill
	(508) 373-1100	(617) 542-5300

IPG PHOTONICS DELIVERS RECORD REVENUE AND

NET INCOME IN SECOND QUARTER 2012

Revenue Increases 13% Year-Over-Year and Net Income Grows 23%

Demand for Fiber Lasers Continues to Grow

OXFORD, Mass. – July 31, 2012 – IPG Photonics Corporation (NASDAQ: IPGP) today reported financial results for the second quarter ended June 30, 2012.

	Three Months Ended									Six Months Ended
	June 30,									June 30,
(In millions, except per share data)	2012			2011			% Change			2012			2011			% Change
Revenue	$	137.9		$	121.9			13	%	$	261.1		$	221.9			18	%
Gross margin		54.3	%		54.7	%					55.0	%		54.2	%
Operating income	$	56.4		$	46.1			22	%	$	101.6		$	80.2			27	%
Operating margin		40.9	%		37.8	%					38.9	%		36.2	%
Net income attributable to IPG Photonics Corporation	$	37.7		$	30.7			23	%	$	67.7		$	53.8			26	%
Earnings per diluted share	$	0.72		$	0.63			14	%	$	1.34		$	1.11			21	%

Management Comments

“IPG reported record top and bottom line results for the second quarter of 2012,” said Dr. Valentin Gapontsev, IPG Photonics’ Chief Executive Officer. “Revenues increased 13% and net income grew 23% over the prior year.”

“Sales for materials processing applications grew 16%, driven by demand for high-power, medium-power and pulsed lasers with continued strength in cutting, welding and marking applications,” said Dr. Gapontsev. “High-power laser sales increased 13%, primarily for the automotive manufacturing industry and cutting OEMs, while pulsed laser sales were up 10%, benefitting from increased demand in the consumer electronics industry.”

“Sales grew quarter over quarter across most geographic regions,” said Dr. Gapontsev. “Europe reported a solid quarter, with record sales in Russia, primarily from telecom and materials processing applications. China, Japan and Turkey were strong in the Asian region.”

“Operating income included $3.4 million related to foreign exchange transaction gains,” added Dr. Gapontsev. “This benefited earnings per diluted share, net of associated tax, by $0.04. In addition, net income attributable to IPG Photonics excludes net income attributable to the redeemable non-controlling interest of $2.1 million, or $0.04 per diluted share, in the second quarter. In future quarters, there will be no net income attributable to the non-controlling interest.”

“During the second quarter, IPG generated $52 million in cash from operations which is another quarterly record. We ended the quarter with $345.6 million in cash and cash equivalents, even after the purchase of the outstanding minority interest of our Russian subsidiary, NTO IRE-Polus, for $55.4 million,” said Dr. Gapontsev. “In the quarter, we invested $22 million in production expansion and modernization across multiple regions.”

IPGP Q2 2012 Results/ 2

Business Outlook and Financial Guidance

“Our near-term outlook is strong,” said Dr. Gapontsev. “Despite the macroeconomic environment in our various geographic markets, there are several factors counteracting these conditions to drive our growth, including the adoption of fiber lasers over other laser technologies, the use of lasers in an increasing number of applications, and strong demand trends in key industries, including automotive and consumer electronics.”

IPG Photonics expects revenue in the range of $145 million to $155 million for the third quarter of 2012. The Company anticipates earnings per diluted share in the range of $0.74 to $0.84 based on 52,175,000 diluted common shares, which includes 51,066,000 basic common shares outstanding and 1,109,000 potentially dilutive options at June 30, 2012.

As discussed in more detail below, actual results may differ from this guidance due to various factors including, but not limited to, product demand, competition and general economic conditions. This guidance is subject to the risks outlined in the Company’s reports with the SEC, and assumes that exchange rates remain at present levels.

Conference Call Reminder

The Company will hold a conference call to review its financial results and business highlights today, July 31, 2012 at 10:00 a.m. ET. The conference call will be webcast live and can be accessed on the “Investors” section of the Company’s website at www.ipgphotonics.com. The conference call also can be accessed by dialing (877) 709-8155 or (201) 689-8881. Interested parties that are unable to listen to the live call may access an archived version of the webcast, which will be available for approximately one year on IPG’s website.

About IPG Photonics Corporation

IPG Photonics Corporation is the world leader in high-power fiber lasers and amplifiers. Founded in 1990, IPG pioneered the development and commercialization of optical fiber-based lasers for use in diverse applications, primarily materials processing. Fiber lasers have revolutionized the industry by delivering superior performance, reliability and usability at a lower total cost of ownership compared with conventional lasers, allowing end users to increase productivity and decrease operating costs. IPG has its headquarters in Oxford, Massachusetts, and has additional plants and offices throughout the world. For more information, please visit www.ipgphotonics.com.

Safe Harbor Statement

Information and statements provided by the Company and its employees, including statements in this press release, that relate to future plans, events or performance are forward-looking statements. These statements involve risks and uncertainties. Any statements in this press release that are not statements of historical fact are forward-looking statements, including, but not limited to, continued growth of demand for fiber lasers, near-term outlook, the adoption of fiber lasers over other laser technologies, the use of lasers in an increasing number of applications, strong demand trends in key industries, including automotive and consumer electronics, and revenue and earnings per share expectations for the third quarter of 2012. Factors that could cause actual results to differ materially include risks and uncertainties, including risks associated with the strength or weakness of the business conditions in industries and geographic markets that the Company serves, particularly the effect of economic downturns; reduction in customer capital expenditures; potential order

IPGP Q2 2012 Results/ 3

cancellations and push-outs and financial and credit market issues; the Company’s ability to penetrate new applications for fiber lasers and increase market share; the rate of acceptance and penetration of IPG’s products; effective management of growth; level of fixed costs from its vertical integration; intellectual property infringement claims and litigation; interruption in supply of key components, including from transportation disruptions from natural and man-made events; manufacturing risks; inventory write-downs; foreign currency fluctuations; competitive factors, including declining average selling prices; building and expanding field service and support operations; uncertainties pertaining to customer orders; demand for products and services; development of markets for the Company’s products and services; and other risks identified in the Company’s SEC filings. Readers are encouraged to refer to the risk factors described in the Company’s Annual Report on Form 10-K (filed with the SEC on February 27, 2012) and its periodic reports filed with the SEC, as applicable. Actual results, events and performance may differ materially. Readers are cautioned not to rely on the forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update the forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

IPGP Q2 2012 Results/ 4

IPG PHOTONICS CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands, except per share data)
NET SALES	$	137,927		$	121,936		$	261,119		$	221,894
COST OF SALES		63,017			55,230			117,525			101,522
GROSS PROFIT		74,910			66,706			143,594			120,372
OPERATING EXPENSES:
Sales and marketing		5,854			5,847			10,986			10,795
Research and development		7,229			6,610			14,369			12,341
General and administrative		8,736			8,333			18,685			16,502
(Gain) loss on foreign exchange		(3,354	)		(206	)		(2,068	)		514
Total operating expenses		18,465			20,584			41,972			40,152
OPERATING INCOME		56,445			46,122			101,622			80,220
OTHER INCOME (EXPENSE), Net:
Interest income (expense), net		615			(170	)		486			(376	)
Other expense, net		(92	)		(618	)		(1,186	)		(610	)
Total other income (expense)		523			(788	)		(700	)		(986	)
INCOME BEFORE PROVISION FOR INCOME TAXES		56,968			45,334			100,922			79,234
PROVISION FOR INCOME TAXES		(17,119	)		(13,827	)		(30,525	)		(24,349	)
NET INCOME		39,849			31,507			70,397			54,885
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		2,107			771			2,740			1,081
NET INCOME ATTRIBUTABLE TO IPG PHOTONICS CORPORATION	$	37,742		$	30,736		$	67,657		$	53,804
NET INCOME ATTRIBUTABLE TO IPG PHOTONICS CORPORATION PER SHARE:
Basic	$	0.74		$	0.65		$	1.37		$	1.14
Diluted	$	0.72		$	0.63		$	1.34		$	1.11
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		50,989			47,310			49,717			47,205
Diluted		52,071			48,610			50,826			48,650

IPGP Q2 2012 Results/ 5

IPG PHOTONICS CORPORATION

SUPPLEMENTAL SCHEDULE OF STOCK-BASED COMPENSATION

	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2012			2011			2012			2011
Cost of sales	$	567		$	363		$	1,027		$	884
Sales and marketing		286			330			538			895
Research and development		339			257			642			537
General and administrative		1,009			744			1,992			1,985
Total stock-based compensation		2,201			1,694			4,199			4,301
Tax benefit recognized		(676	)		(528	)		(1,283	)		(1,407	)
Net stock-based compensation	$	1,525		$	1,166		$	2,916		$	2,894

IPGP Q2 2012 Results/ 6

IPG PHOTONICS CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2012			2011
	(In thousands, except share and per share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	345,578		$	180,234
Short-term investments		9,765			25,451
Accounts receivable, net		86,132			75,755
Inventories, net		121,979			116,978
Prepaid income taxes and income taxes receivable		13,946			13,285
Prepaid expenses and other current assets		14,516			11,855
Deferred income taxes, net		11,041			10,899
Total current assets		602,957			434,457
DEFERRED INCOME TAXES, NET		6,660			4,830
INTANGIBLE ASSETS, NET		4,946			6,157
PROPERTY, PLANT AND EQUIPMENT, NET		177,441			155,202
OTHER ASSETS		6,010			7,486
TOTAL	$	798,014		$	608,132
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Revolving line-of-credit facilities	$	4,037		$	7,057
Current portion of long-term debt		1,580			1,613
Accounts payable		13,200			11,122
Accrued expenses and other liabilities		46,225			47,285
Deferred income taxes, net		7,545			5,405
Income taxes payable		31,191			21,230
Total current liabilities		103,778			93,712
OTHER LONG-TERM LIABILITIES		9,834			8,961
LONG-TERM DEBT, NET OF CURRENT PORTION		14,671			15,726
Total liabilities		128,283			118,399
REDEEMABLE NONCONTROLLING INTERESTS		—			46,123
COMMITMENTS AND CONTINGENCIES (NOTE 13)
IPG PHOTONICS CORPORATION STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value, 175,000,000 shares authorized; 51,065,627 shares issued and outstanding at June 30, 2012; 47,616,115 shares issued and outstanding at December 31, 2011		5			5
Additional paid-in capital		499,951			332,585
Retained earnings		190,983			122,833
Accumulated other comprehensive loss		(21,208	)		(12,100	)
Total IPG Photonics Corporation stockholders’ equity		669,731			443,323
NONCONTROLLING INTERESTS		—			287
Total equity		669,731			443,610
TOTAL	$	798,014		$	608,132

IPGP Q2 2012 Results/ 7

IPG PHOTONICS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended June 30,
	2012			2011
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	70,397		$	54,885
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		12,358			11,955
Provisions for inventory, warranty & bad debt		8,502			7,056
Other		3,735			12,006
Changes in assets and liabilities that provided (used) cash:
Accounts receivable/payable		(11,117	)		(12,040	)
Inventories		(10,148	)		(35,193	)
Other		4,728			(11,677	)
Net cash provided by operating activities		78,455			26,992
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(35,966	)		(22,786	)
Proceeds from short-term investments		15,687			—
Acquisition of businesses, net of cash acquired		—			(450	)
Other		(39	)		112
Net cash used in investing activities		(20,318	)		(23,124	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Line-of-credit facilities		(2,743	)		134
Principal payments on long-term borrowings		(1,476	)		(666	)
Purchase of noncontrolling interests		(700	)		—
(Purchase) sale of redeemable noncontrolling interests		(55,400	)		19,973
Exercise of employee stock options and issuances under employee stock purchase plan		3,344			10,247
Proceeds from follow-on public offering, net of offering expenses		168,022			—
Net cash provided by financing activities		111,047			29,688
EFFECT OF CHANGES IN EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		(3,840	)		6,780
NET INCREASE IN CASH AND CASH EQUIVALENTS		165,344			40,336
CASH AND CASH EQUIVALENTS — Beginning of period		180,234			147,860
CASH AND CASH EQUIVALENTS — End of period	$	345,578		$	188,196
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	411		$	514
Cash paid for income taxes	$	14,446		$	14,905