-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AcgrEJWvtPA2bPCzuElHF8z4urrPLyxjmAvfH5TMloNgM4/02jDsAmojMmsIYrEz YPCAX2l5lPSzTrnr2mFmNQ== 0000898430-95-000883.txt : 19950516 0000898430-95-000883.hdr.sgml : 19950516 ACCESSION NUMBER: 0000898430-95-000883 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWPORT CORP CENTRAL INDEX KEY: 0000225263 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 940849175 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-01649 FILM NUMBER: 95539463 BUSINESS ADDRESS: STREET 1: 1791 DEERE AVE CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7148633144 FORMER COMPANY: FORMER CONFORMED NAME: DOLE JAMES CORP DATE OF NAME CHANGE: 19910905 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 *** FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 ----------------------------------------- OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to ______________________ Commission File Number 0-1649 -------- NEWPORT CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 94-0849175 - -------------------------------------------------------------------------------- (State or other Jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1791 Deere Avenue, Irvine, CA 92714 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 863-3144 -------------- N/A - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _______ ------ The number of shares outstanding of each of the issuer's classes of common stock as of March 31, 1995, was 8,545,506 --------- Page 1 of 16 NEWPORT CORPORATION INDEX PART I. FINANCIAL INFORMATION Page Number Item 1: Financial Statements: Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Stockholders' Equity for the Three Months ended March 31, 1995 and 1994. 3 Condensed Consolidated Balance Sheet at March 31, 1995 and December 31, 1994. 4 Condensed Consolidated Statement of Cash Flows for the Three Months ended March 31, 1995 and 1994. 5 Notes to Condensed Consolidated Financial Statements 6 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II. OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K 14 SIGNATURE 15 2 NEWPORT CORPORATION CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
(In thousands except Three Months Ended per share amounts) March 31, ------------------------------ 1995 1994 ---------- -------- Net sales $24,316 $22,289 Cost of sales 13,520 12,495 ------- ------- Gross profit 10,796 9,794 Selling, general and administrative expense 8,313 7,489 Research and development expense 1,661 1,436 ------- ------- Income from operations 822 869 Interest expense (398) (452) Other income, net 786 131 ------- ------- Income before income taxes 1,210 548 Income tax provision 382 16 ------- ------- Net income $ 828 $ 532 ------- ------- Net income per share $0.10 $0.06 ------- ------- Average number of shares 8,543 8,444 ------- ------- Stockholders' equity, beginning of period $46,651 $43,643 Net income 828 532 Dividends paid (141) (140) Unrealized translation gain 1,161 577 Reduction in unrealized gain on marketable securities (135) (85) Unamortized deferred compensation 21 (142) Issuance of common shares 396 151 ------- ------- Stockholders' equity, end of period $48,781 $44,536 ------- -------
See accompanying notes 3 NEWPORT CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(In thousands) March 31, December 31, 1995 1994 ---------- ------------- ASSETS Current assets: Cash and cash equivalents $ 1,911 $ 3,014 Marketable securities 363 610 Customer receivables, net 18,888 18,755 Other receivables 1,478 1,912 Inventories 21,802 21,432 Other current assets 2,493 2,600 ------- ------- Total current assets 46,935 48,323 Investments, notes receivable and other assets 4,410 4,441 Property, plant and equipment, at cost, net 24,013 23,044 Goodwill, net 9,467 8,846 ------- ------- $84,825 $84,654 ------- ------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 4,827 $ 5,393 Accrued payroll and related expenses 4,136 4,679 Taxes based on income 1,593 1,308 Accrued restructuring liabilities, net 2,001 2,364 Current portion of long-term debt 7,678 10,316 Other accrued liabilities 3,138 2,544 ------- ------- Total current liabilities 23,373 26,604 Deferred taxes 282 282 Notes payable to banks-long term 12,389 11,117 Stockholders' equity: Common stock, $.35 stated value, 20 million shares authorized; 8,546,000 shares issued and outstanding currently; 8,441,000 shares at December 31, 1994 2,991 2,954 Capital in excess of stated value 6,130 5,771 Unamortized deferred compensation (230) (251) Unrealized gain on marketable securities 208 343 Unrealized translation loss (1,617) (2,778) Retained earnings 41,299 40,612 ------- ------- Total stockholders' equity 48,781 46,651 ------- ------- $84,825 $84,654 ------- -------
See accompanying notes 4 NEWPORT CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, ------------------ (In thousands) 1995 1994 ------- ------- OPERATING ACTIVITIES: Net income $ 828 $ 532 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 1,292 908 Net gain from sales of investments (437) - Increase in provision for losses on receivables and inventories 382 272 Increase in deferred income taxes - 12 Realized foreign currency gains, net (299) (11) Net gains from sales of equipment (2) (26) Changes in operating assets and liabilities: (Increase) decrease in receivables 978 (1,966) (Increase) decrease in inventories (61) 283 (Increase) decrease in prepaid expenses 44 (250) Increase (decrease) in accounts payable & other accrued expenses (1,656) 903 Increase (decrease) in accrued income taxes 280 (919) Other (16) 394 ------- ------- Net cash provided by operating activities 1,333 132 ------- ------- INVESTING ACTIVITIES: Proceeds from sales of investments (net) 460 - Purchases of property, plant and equipment (net) (699) (290) Other 57 96 ------- ------- Net cash used in investing activities (182) (194) ------- ------- FINANCING ACTIVITIES: Increase (decrease) in short-term borrowings, net (3,261) 889 Increase in long-term borrowings, net 478 52 Cash dividends paid (141) (140) Proceeds from common stock under employee agreements for cash 396 151 ------- ------- Net cash provided by (used in) financing activities (2,528) 952 ------- ------- Effect of foreign exchange rate changes on cash 274 117 ------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,103) 1,007 Cash and cash equivalents at beginning of period 3,014 2,537 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,911 $ 3,544 ======= =======
See accompanying notes 5 NEWPORT CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1995 (UNAUDITED) 1. INTERIM REPORTING GENERAL The accompanying unaudited financial statements consolidate the accounts of the Company and its wholly owned subsidiaries and have been restated to reflect the acquisitions of ROI and LCI (Note 2) which have been accounted for using the pooling of interests method. The accounts of the Company's subsidiaries in Europe have been consolidated using a one-month lag. In the opinion of management, all adjustments necessary for a fair presentation of the information in the unaudited condensed consolidated financial statements have been made and consist of only normal recurring accruals. Certain reclassifications have been made to prior period amounts to conform to current year presentation. Although the Company believes that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote information normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission, and consequently, these statements should be read in conjunction with the Company's consolidated financial statements and notes thereto, contained in the Company's Form 10-K for the year ended December 31, 1994. EARNINGS PER SHARE Earnings per share is based on the weighted average number of shares of common stock and, for periods with income, the dilutive effects of common stock equivalents (stock options), determined using the treasury stock method. 2. ACQUISITIONS On February 28, 1995, the Company acquired all the outstanding capital stock of Ram Optical Instrumentation, Inc. (ROI) in exchange for 1,251,000 shares of its common stock. Additionally, an option to purchase 3,500 ROI common shares was exchanged for an option to purchase 72,975 Newport common shares. ROI, a manufacturer of video inspection systems, became a wholly-owned subsidiary of Newport. The fiscal year of ROI will be changed from March 31 to December 31 to conform to the Company's fiscal year-end. On March 30, 1995, the Company acquired all the outstanding stock of Light Control Instruments, Inc. (LCI) in exchange for 128,000 shares of its common stock. LCI, a manufacturer of laser-diode instruments also became a wholly owned subsidiary of Newport. These transactions have been accounted for as a pooling of interests. Costs associated with these acquisitions of $.1 million were charged to operations in the first quarter of 1995. 6 NEWPORT CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) MARCH 31, 1995 (UNAUDITED) 2. ACQUISITIONS (CONT'D) Net sales and net income (loss) of Newport, ROI and LCI were the following: Three Months Ended March 31, -------------------
(In thousands) 1995 1994 -------- -------- Net sales Newport $21,595 $20,121 ROI 2,601 2,037 LCI 120 131 ------- ------- Combined $24,316 $22,289 ======= ======= Net income (loss) Newport $ 826 $ 605 ROI 89 (68) LCI (87) (5) ------- ------- Combined $ 828 $ 532 ======= =======
3. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash-on-hand and short-term certificates of deposit and other securities readily convertible to cash. 4. CUSTOMER RECEIVABLES Customer receivables consist of the following:
March 31, December 31, (In thousands) 1995 1994 --------- ------------ Customer receivables $19,408 $19,215 Less allowance for doubtful accounts 520 460 ------- ------- $18,888 $18,755 ======= =======
The Company maintains adequate reserves for potential credit losses. Such losses have been minimal and within management's estimates. Receivables from customers are generally unsecured. 7 NEWPORT CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) MARCH 31, 1995 (UNAUDITED) 5. INVENTORIES Inventories are stated at cost, determined on either a first-in, first-out (FIFO) or average cost basis and do not exceed net realizable value. Inventories consist of the following:
March 31, December 31, (In thousands) 1995 1994 --------- ------------ Raw materials and purchased parts $ 7,240 $ 7,350 Work in process 3,816 3,541 Finished goods 10,746 10,541 ------- ------- $21,802 $21,432 ======= =======
6. INVESTMENTS, NOTES RECEIVABLE AND OTHER ASSETS Investments, notes receivable and other assets consist of the following:
March 31, December 31, (In thousands) 1995 1994 ------- ------- Marketable investments $ 363 $ 610 available-for-sale Nonmarketable investments 3,840 3,840 Notes receivable 97 97 Other assets 473 504 ------- ------- 4,773 5,051 Less current portion 363 610 ------- ------- $ 4,410 $ 4,441 ======= =======
Marketable investments available-for-sale at March 31, 1995 and December 31, 1994 consist of shares of common stocks of publicly traded companies. They are stated at fair market value at March 31, 1995 and December 31, 1994, which resulted in gross unrealized gains of $0.3 million and $0.5 million, respectively. The excess of fair market value over cost (net of deferred income taxes of $0.1 million and $0.2 million at March 31, 1995 and December 31, 1994, respectively) is included as a separate component of Stockholders' Equity. Realized gains and losses on sale of these securities are based on the difference between the selling price and historical cost. Nonmarketable investments consist primarily of investments in private companies, including a 25% interest in a US supplier and a 29% interest in a company active in laser and electro-optical technology, stated at cost, adjusted for the Company's proportionate share of undistributed earnings or losses. Notes receivable are carried at lower of amortized cost or net realizable value. Other assets consist primarily of patents and license agreements. 8 NEWPORT CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) MARCH 31, 1995 (UNAUDITED) 7. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following:
March 31, December 31, (In thousands) 1995 1994 --------- ---------- Land $ 2,270 $ 2,115 Buildings 13,545 12,671 Leasehold improvements 7,402 7,176 Machinery and equipment 19,976 19,119 Office equipment 8,282 7,596 ------- ------- 51,475 48,677 Less accumulated depreciation 27,462 25,633 ------- ------- $24,013 $23,044 ======= =======
8. NOTES PAYABLE TO BANKS Outstanding notes payable to banks consists of the following:
March 31, December 31, (Dollar amounts in thousands) 1995 1994 --------- ------------ Credit agreements: PIBOR + 1%, maturing March 31, 1996, payable in French francs $ 3,462 $ 2,434 Prime + 1%, maturing August 1995 288 249 Prime + 1%, maturing June 1996 3,135 6,378 Term notes: PIBOR + 1.6%, maturing in annual installments beginning October 1994, payable in French francs 7,806 7,024 Prime + 1%, maturing June 1996 1,005 1,185 Mortgages payable: Various (9.2% to 12.75%), maturing from 1995 to 1999, payable in French francs 1,100 1,148 Capitalized lease obligations, payable in varying installments to 1999, in French francs 3,271 3,015 ------- ------- 20,067 21,433 Less current portion 7,678 10,316 ------- ------- $12,389 $11,117 ======= =======
9 NEWPORT CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) MARCH 31, 1995 (UNAUDITED) 8. NOTES PAYABLE TO BANKS (CONT'D) The Company has a credit agreement with a U.S. bank which provides for a line of credit of up to $15 million, expiring in June 1996, secured by eligible accounts receivable, inventory and fixed assets, with interest at prime plus one percent. The line has an annual facility fee of 0.5 percent and an unused line fee of 0.25 percent of the first $5 million of unused credit and 0.5 percent of any unused credit in excess of $5 million. At March 31, 1995, amounts outstanding under the line of credit aggregated $4.1 million and amounts available for borrowing under the line totaled $3.3 million. The Company has a credit agreement with a US financial institution which provides for a line of credit of up to $1 million, expiring in August 1995, secured by eligible accounts receivable and inventory, with interest at prime plus one percent. At March 31, 1995, amounts outstanding under the line of credit aggregated $0.3 million and amounts available for borrowing under the line totaled $0.7 million The Company has a line of credit with a consortium of foreign banks providing for advances up to a limit of 25 million francs ($5.1 million) expiring March 31, 1996. Borrowings outstanding under this agreement were 16.6 million French francs (approximately $3.5 million) at March 31, 1995. The Company has term notes with the same consortium of foreign banks which, at March 31, 1995, totaled 37.5 million French francs (approximately $7.8 million) with interest at 1.6% above PIBOR, secured generally by assets of Micro- Controle. Repayment is in three remaining annual installments commencing in October 1995. Capitalized lease obligations of 15.7 million French francs (approximately $3.3 million) relate to real estate and equipment. 9. OTHER INCOME Other income consisted of the following:
Three Months Ended March 31, ------------------ (In thousands) 1995 1994 ----- ----- Interest and dividend income $ 24 $ 77 Realized exchange gains, net 299 11 Gains on sale of investments 437 - Other 26 43 ----- ----- $ 786 $ 131 ===== =====
10 NEWPORT CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 31, 1994 The following is management's discussion and analysis of certain significant factors which have affected the earnings and financial position of the Company during the period included in the accompanying financial statements. This discussion includes the impact of the acquisition of RAM Optical Instrumentation Inc. ("ROI") and Light Control Instruments Inc. ("LCI") and represents the three-month period ended March 31, 1995, compared with the three-month period ended March 31, 1994. This discussion should be read in conjunction with the financial statements and associated notes. Prior period financial statements have been restated to reflect the acquisitions of ROI and LCI using the pooling of interests method. ACQUISITIONS: On February 28, 1995, the Company acquired all the outstanding capital stock of ROI in exchange for 1,251,000 shares of its common stock. Additionally, an option to purchase 3,500 ROI common shares was exchanged for an option to purchase 72,975 Newport common shares. ROI, a manufacturer of video inspection systems, became a wholly-owned subsidiary of Newport. The fiscal year of ROI will be changed from March 31 to December 31 to conform to the Company's fiscal year-end. On March 30, 1995, the Company acquired all the outstanding stock of Light Control Instruments, Inc. in exchange for 128,000 shares of its common stock. LCI, a manufacturer of laser-diode instruments also became a wholly owned subsidiary of Newport. These transactions have been accounted for as a pooling of interests. RESTRUCTURING: At December 31,1994 $2.4 million remained of the restructuring reserves established during 1992 and 1993. During the first quarter of 1995, $0.4 million was charged to the reserve representing $0.1 million of severence and $0.3 million to close facilities. It is expected that the remaining $2.0 million, principally severence and costs to close facilities, will be utilized during 1995.
RESULTS OF OPERATIONS Period-to-Period FINANCIAL ANALYSIS: Percentage of Net Sales Increase (Decrease) ------------------------ ----------------------- Three months ended Three months ended ------------------------ ------------------------ March 31, March 31, March 31, March 31, 1995 1994 1995 1994 --------- --------- ---------- --------- Net sales 100.0% 100.0% 9.1% (8.6)% Cost of sales 55.6 56.1 8.2 (8.8) Gross profit 44.4 43.9 10.2 (8.4) Selling, general and administrative expense 34.2 33.6 11.0 (7.8) Research and development expense 6.8 6.4 15.7 (0.1) Income from operations 3.4 3.9 (5.6) (22.8) Interest expense (1.6) (2.0) (11.6) (33.5) Other income, net 3.2 0.6 NMF (55.4) Income taxes 1.6 0.1 NMF (96.5) Net income 3.4 2.4 55.6 87.0
11 NEWPORT CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 31, 1994 NET SALES: Sales for the three-month period ended March 31, 1995, were $24.3 million, compared with $22.3 million for the three-month period ended March 31, 1994. The increase is attributable to sales growth in US domestic and European markets ($2.0 million) and a favorable exchange rate effect ($1.0 million) on sales denominated in foreign currencies offset in part by declines in sales to the Pacific Rim ($1.0 million). The Company's domestic sales totaled $12.9 million for the three-month period ended March 31, 1995, compared with $11.2 million for the three months ended March 31, 1994, a sales increase of 15.2%. The Company estimates that approximately two thirds of the sales increase was attributable to growth across the core product lines and one third was attributable to sales revenue contributed by ROI and LCI. International sales of the company were $11.4 million for the three-month period ended March 31, 1995, compared with $11.1 million for the three months ended March 31, 1994, a sales increase of 2.7%. The increase resulted from a strengthening of sales in the major markets of Europe and the favorable exchange rate effect mentioned previously offset in part by declines in the Pacific Rim, primarily in Japan. The Company continues to actively develop new precision systems products for niche markets in the semiconductor, medical instrumentation and telecommunications industries and believes that these efforts had a favorable impact on sales during the first quarter of 1995. COST OF SALES: Cost of sales when stated as a percentage of sales for the three-month periods ended March 31, 1995, and March 31, 1994, were 55.6% and 56.1% respectively. The decrease is principally attributable to actions taken previously aimed at improving short-term profitability and further reducing the Company's break-even point. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and administrative (SG&A) expenses for the three-month period ended March 31, 1995, increased 11.0% compared with the three-month period ended March 31, 1994. This increase is principally attributable to costs associated with the acquisitions of RAM and LCI, strengthening of the Company's general management in the US and Europe and the unfavorable exchange rate effect of expenses denominated in foreign currencies. The SG&A expenses when stated as a percentage of sales were 34.2%, compared with 33.6% for the prior year period. RESEARCH AND DEVELOPMENT EXPENSES: Research and development (R&D) expenses for the three-month period ended March 31, 1995, increased 15.7% compared with the three-month period ended March 31, 1994. This increase is principally attributable to costs associated with the development of new precision systems for niche markets in the semiconductor, medical instrumentation and telecommunications industries. These expenses when stated as a percentage of sales were 6.8%, compared with 6.4% for the prior year period. INTEREST EXPENSE AND OTHER INCOME: Interest expense for the three-month period ended March 31, 1995, was $0.4 million compared with $0.4 million for the three-month period ended March 31, 1994. Other income, consisting of interest, dividends and other income was $0.8 million for the three-month period ended March 31, 1995, including $262,000 of after-tax non-recurring investment income, compared with $0.1 million for the three-month period ended March 31, 1994. 12 NEWPORT CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 31, 1994 INTEREST EXPENSE AND OTHER INCOME:(CONT'D) The increase in other income for the three-month period ended March 31, 1995, compared with the three-month period ended March 31, 1994, was primarily attributable to gains on the sale of investments, including the $262,000 of non- recurring investment income and foreign currency transactions. PROVISION FOR TAXES: The tax provision for the quarter ended March 31, 1995 was $0.4 million and was recorded on profits earned in the US and France. During the quarter ended March 31, 1994 the Company settled its liabilities for California Franchise taxes for the years 1978, 1979 and 1980. The California Franchise Tax Board accepted a $232,000 tax payment made during September 1992 as full and complete settlement of the Company's liabilities for those years. As a result, tax reserves established in prior periods for associated interest and penalties totaling $447,000 ($295,000 after tax, equal to 4 cents per share) were restored to operations. Consequently, the tax provision for the three-month period ended March 31, 1994, represented a $357,000 tax liability on taxable income, offset in part by the restoration of tax reserves ($295,000 after tax) mentioned previously. Tax benefits for foreign net operating losses that occurred during the periods have not been currently benefited in accordance with Statement of Financial Accounting Standards 109. LIQUIDITY AND CAPITAL RESOURCES: The Company has a credit agreement with a U.S. bank which provides for a line of credit of up to $15 million, expiring in June 1996, secured by eligible accounts receivable, inventory and fixed assets, with interest at prime plus one percent. The line has an annual facility fee of 0.5 percent and an unused line fee of 0.25 percent of the first $5 million of unused credit and 0.5 percent of any unused credit in excess of $5 million. At March 31, 1995, amounts outstanding under the line of credit aggregated $4.1 million and amounts available for borrowing under the line totaled $3.3 million. The Company has a credit agreement with a US financial institution which provides for a line of credit of up to $1 million, expiring in August 1995, secured by eligible accounts receivable and inventory, with interest at prime plus one percent. At March 31, 1995, amounts outstanding under the line of credit aggregated $0.3 million and amounts available for borrowing under the line totaled $0.7 million. The Company has a line of credit with a consortium of foreign banks providing for advances up to a limit of 25 million francs ($5.1 million) expiring March 31, 1996. Borrowings outstanding under this agreement were 16.6 million French francs (approximately $3.5 million) at March 31, 1995. The Company has term notes with the same consortium of foreign banks which, at March 31, 1995, totaled 37.5 million French francs (approximately $7.8 million) with interest at 1.6% above PIBOR, secured generally by assets of Micro- Controle. Repayment is in three remaining annual installments commencing in October 1995. Capitalized lease obligations of 15.7 million French francs (approximately $3.3 million) relate to real estate and equipment. During the quarter total debt decreased by approximately $1.4 million while cash balances decreased $1.1 million. The Company believes its current working capital position together with estimated cash flows from operations, its existing credit availability, anticipated refinancing and proceeds from asset sales are adequate for operations in the ordinary course of business, anticipated capital expenditures as well as restructuring and debt repayment requirements over the next year. 13 NEWPORT CORPORATION PART II. OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K. (a) Exhibits Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K The Company filed a Report on Form 8-K on March 15, 1995, regarding the acquisition of all the outstanding capital stock of RAM Optical Instrumentation, Inc.("ROI"). The Company included audited financial statements of ROI as of March 31, 1994 and for the year then ended and unaudited financial statements as of December 31, 1994 and for the nine-month periods ended December 31, 1994 and 1993. The Company did not include any pro forma financial information. The Company filed a Report on Form 8-K on April 10, 1995, regarding the acquisition of all the outstanding capital stock of Light Control Instruments, Inc. ("LCI"). The Company did not include any financial statements or pro forma financial information since LCI does not meet the criteria for a significant subsidiary. The Company filed a Report on Form 8-K/A on May 15, 1995, as an addendum to the Report on Form 8-K filed on March 15, 1995 regarding the pro forma financial statements of ROI. 14 NEWPORT CORPORATION SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEWPORT CORPORATION (Registrant) Dated: May 15, 1995 By: /S/ROBERT C. HEWITT ------------------------------------- Robert C. Hewitt, Principal Financial Officer, duly authorized to sign on behalf of the Registrant 15 EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Company's consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows and is qualified in its entirety by reference to such finncial statements contained within the Company's Form 10-Q for the period ended March 31, 1995. 1,000 3-MOS DEC-31-1995 JAN-01-1995 MAR-31-1995 1,911 363 19,408 520 21,802 46,935 51,475 27,462 84,825 23,373 12,389 2,991 0 0 45,790 84,825 24,316 24,316 13,520 8,277 1,661 36 398 1,210 382 828 0 0 0 828 0.10 0.10
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