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

Date of Report (Date of earliest event reported)

February 23, 2016

NEWPORT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-01649	94-0849175
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1791 Deere Avenue, Irvine, California	92606
(Address of principal executive offices)	(Zip Code)

(949) 863-3144

(Registrant’s telephone number, including area code)

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:

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

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

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

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

Item 2.02.  Results of Operations and Financial Condition.

On February 23, 2016, Newport Corporation (the “Company”) announced its financial results for the fourth quarter and full year ended January 2, 2016.  The press release issued by the Company in connection with the announcement is attached to this report as Exhibit 99.1.

This information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be set forth by specific reference in such a filing.

Use of Non-GAAP Financial Measures

In the press release attached to this report as Exhibit 99.1, the Company has supplemented certain of its financial measures prepared in accordance with accounting principles generally accepted in the United States (GAAP) with non-GAAP financial measures.  These non-GAAP financial measures and the reasons for their inclusion, as well as the limitations on the usefulness of such information to an investor, are described below.

The Company has provided non-GAAP measures of (1) gross profit, (2) operating income, (3) net income attributable to Newport Corporation, and (4) net income per diluted share attributable to Newport Corporation, for the three months and full years ended January 2, 2016 and January 3, 2015, which exclude a number of items that management considers to be outside of the Company’s core operating results.  A table detailing the items excluded from the non-GAAP measures and reconciling such non-GAAP results with the Company’s GAAP results is included following the consolidated statements of income and comprehensive income that are a part of the press release.

The Company has provided this non-GAAP information in addition to its GAAP results with the intent of providing both management and investors with an enhanced understanding of the Company’s core operating results and performance trends, and with additional measures that the Company believes are useful for comparing the Company’s results with its historical and future financial results, as well as with the results of other companies that may report non-GAAP measures that exclude similar items.  The Company believes that the items excluded from these non-GAAP measures generally do not reflect the ongoing operating performance of the Company’s business.  In addition, these adjusted non-GAAP measures are among the primary indicators that management uses as a basis for its planning and forecasting and may also be used by management for other purposes including its evaluation of performance to determine the achievement of goals under the Company’s incentive plans.

However, the presentation of this additional information is not meant to be considered in isolation or as a substitute for the Company’s financial measures prepared in accordance with GAAP.  These non-GAAP measures exclude items that may have a material impact on the Company’s operating results calculated in accordance with GAAP, which impact is included in the Company’s GAAP financial statements.  Although the Company believes it is useful for investors to view the Company’s core operating results in the absence of the excluded items, certain of these excluded items represent actual expenses that impact the cash available to the Company for other uses.  To gain a comprehensive understanding of all impacts on the Company’s income from any and all events, management also relies upon the Company’s GAAP financial statements, and investors should as well.  Further, the Company notes that non-GAAP measures may be defined and calculated differently among companies, or from period to period by the same company, which may limit the usefulness of the non-GAAP information to an investor.

The Company expects to incur stock-based compensation expense, amortization of intangible assets, and acquisition-related, restructuring and severance costs in future periods, and may also incur other items, such as significant gains or losses from contingencies.  Additionally, the Company may be impacted by significant tax matters in future periods.  The Company may present non-GAAP financial measures for such future periods that exclude any or all of the foregoing items, if it believes that doing so is consistent with the goal of providing useful information to investors and management.

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Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
99.1	Press Release dated February 23, 2016 (furnished pursuant to Item 2.02 and not deemed filed).

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SIGNATURES

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 hereunto duly authorized.

February 23, 2016	NEWPORT CORPORATION
	By:	/s/ Jeffrey B. Coyne
		Jeffrey B. Coyne
		Senior Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 23, 2016 (furnished pursuant to Item 2.02 and not deemed filed).

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EX-99.1

Exhibit 99.1

Press Release

Contact:

Charles F. Cargile, 949/863-3144

Newport Corporation, Irvine, CA

investor@newport.com

or

Chris Toth, 949/331-0337

Investor Relations Consultant

chris.toth@newport.com

NEWPORT CORPORATION REPORTS

FOURTH QUARTER AND FULL YEAR 2015 RESULTS

Irvine, California — February 23, 2016 — Newport Corporation (NASDAQ: NEWP) today reported financial results for its fourth quarter and year ended January 2, 2016.

Newport announced that it has entered into an agreement with MKS Instruments, Inc. (Nasdaq: MKSI), pursuant to which MKS has agreed to acquire Newport for $23.00 per share in cash, in a transaction valued at approximately $980 million.  In anticipation of this transaction, Newport will not be conducting conference calls to discuss its results for the fourth quarter or any subsequent periods, and will not be issuing financial guidance for future periods.  For more information regarding this transaction, please refer to the press release issued by MKS and Newport today.

The company noted the following regarding the results for the fourth quarter and full year of 2015:

·Net sales of $150.5 million for the fourth quarter and $602.7 million for the full year;

·New orders of $152.7 million for the fourth quarter and $605.7 million for the full year;

·Net income of $9.6 million, or $0.24 per diluted share, for the fourth quarter, and $31.1 million, or $0.78 per diluted share, for the full year, when measured according to generally accepted accounting principles (GAAP);

·Non-GAAP net income of $15.5 million, or $0.39 per diluted share, for the fourth quarter, and $52.3 million, or $1.31 per diluted share, for the full year, excluding the amortization of intangible assets, stock-based compensation expense, acquisition-related, restructuring and severance costs, a loss on disposal of assets, and the tax impact of the excluded amounts; and

·Cash generated from operations of $23.3 million for the fourth quarter and $51.7 million for the full year.

Robert Phillippy, President and Chief Executive Officer, commented:  “The Newport team delivered a strong fourth quarter, with cash generated from operations and earnings per diluted share both at the highest levels of the year.  This performance demonstrates the effectiveness of our business model and the results of our actions to streamline our operations.”

Newport’s sales and orders by end market were as follows:

							Percentage		Percentage
	Three Months Ended						Change vs.		Change vs.
	January 2,		October 3,		January 3,		Prior		Prior Year
(In thousands, except percentages, unaudited)	2016		2015		2015		Quarter		Period
Sales by End Market
Scientific research	$	39,226	$	36,414	$	34,780	7.7	%	12.8	%
Microelectronics	36,387		34,945		41,612		4.1	%	-12.6	%
Life and health sciences	28,245		29,354		34,038		-3.8	%	-17.0	%
Defense and security	14,511		14,770		14,310		-1.8	%	1.4	%
Industrial manufacturing and other	32,130		32,077		33,989		0.2	%	-5.5	%
Total	$	150,499	$	147,560	$	158,729	2.0	%	-5.2	%
Orders by End Market
Scientific research	$	37,756	$	33,960	$	40,772	11.2	%	-7.4	%
Microelectronics	42,730		38,057		44,782		12.3	%	-4.6	%
Life and health sciences	25,135		27,525		51,738		-8.7	%	-51.4	%
Defense and security	15,203		15,076		18,821		0.8	%	-19.2	%
Industrial manufacturing and other	31,865		31,840		36,207		0.1	%	-12.0	%
Total	$	152,689	$	146,458	$	192,320	4.3	%	-20.6	%

Operating Income and Net Income

Newport reported operating income for the fourth quarter of 2015 of $13.2 million, or 8.8% of net sales, when calculated in accordance with GAAP.  On a non-GAAP basis, excluding the amortization of intangible assets, stock-based compensation expense and acquisition-related, restructuring and severance costs, the company’s operating income for the fourth quarter of 2015 was $21.0 million, or 13.9% of net sales.  For the full year of 2015, the company reported operating income of $47.4 million,

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or 7.9% of sales, when calculated in accordance with GAAP.   On a non-GAAP basis, excluding the items referenced above and a loss on disposal of assets, operating income for the full year of 2015 was $76.3 million, or 12.7% of sales.

On a GAAP basis, the company reported net income for the fourth quarter of 2015 of $9.6 million, or $0.24 per diluted share.  On a non-GAAP basis, excluding the items referenced above and the tax impact of such excluded amounts, the company’s net income for the fourth quarter of 2015 was $15.5 million, or $0.39 per diluted share.  For the full year of 2015, on a GAAP basis, net income was $31.1 million, or $0.78 per diluted share.  On a non-GAAP basis, excluding the items referenced above and the tax impact of such excluded amounts, net income for the full year was $52.3 million, or $1.31 per diluted share.

The company has provided a reconciliation of its gross profit, operating income, net income and net income per diluted share calculated in accordance with GAAP and on a non-GAAP basis following the statements of income and comprehensive income included in this release.  Management believes that the supplemental presentation of non-GAAP financial information provides insight into the company’s core business results, as well as a useful resource for comparison of its financial results between periods.

Cash, Cash Equivalents and Marketable Securities and Indebtedness

As of January 2, 2016, the company had $42.4 million of cash, cash equivalents and restricted cash and a total indebtedness of $77.4 million.  The company noted that it did not repurchase any shares of its common stock during the fourth quarter of 2015, and that, in anticipation of the pending acquisition transaction, the company has terminated its share repurchase program.

ABOUT NEWPORT CORPORATION

Newport Corporation is a leading global supplier of advanced-technology products and systems to customers in the scientific research, microelectronics, life and health sciences, industrial manufacturing and defense/security markets.  Newport’s innovative solutions leverage its expertise in advanced technologies, including lasers, photonics and precision motion equipment, and optical components and sub-systems, to enhance the capabilities and productivity of its customers’ manufacturing, engineering and research applications.  Newport is part of the Standard & Poor’s SmallCap 600 Index and the Russell 2000 Index.  Learn more about Newport at www.newport.com and follow the company on Twitter, YouTube and Facebook.

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SAFE HARBOR STATEMENT

This news release contains forward-looking statements that involve risks and uncertainties.  Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.  Assumptions relating to the foregoing involve judgments and risks with respect to, among other things, the strength of business conditions in the industries Newport serves, particularly the semiconductor and defense and security industries; Newport’s ability to achieve the expected benefits from the integration of acquired businesses and from its cost reduction actions; Newport’s ability to successfully penetrate and increase sales to its targeted end markets; the levels of private and governmental research funding worldwide; potential order cancellations and push-outs; future economic, competitive and market conditions, including those in Europe and Asia and those related to its strategic markets; whether its products will continue to achieve customer acceptance; and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Newport.  Certain of these judgments and risks are discussed in more detail in Newport’s periodic reports filed with the Securities and Exchange Commission.  Although Newport believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in forward-looking statements will be realized.  In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by Newport or any other person that Newport’s objectives or plans will be achieved.  Newport undertakes no obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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Newport Corporation

Consolidated Statements of Income and Comprehensive Income

(Unaudited)

	Three Months Ended						Year Ended
	January 2,			January 3,			January 2,			January 3,
(In thousands, except per share amounts)	2016			2015			2016			2015
Net sales	$	150,499		$	158,729		$	602,691		$	605,150
Cost of sales	84,606			89,285			340,171			334,394
Gross profit	65,893			69,444			262,520			270,756
Selling, general and administrative expenses	38,502			38,233			155,531			158,646
Research and development expense	14,167			15,894			58,512			58,432
Loss on sale or other disposal of assets, net	—			2,324			1,088			1,913
Operating income	13,224			12,993			47,389			51,765
Interest expense	(565		)	(580		)	(2,314		)	(2,358		)
Other expense, net	(438		)	(913		)	(2,009		)	(1,727		)
Income before income taxes	12,221			11,500			43,066			47,680
Income tax provision	2,637			2,741			11,945			12,510
Net income	9,584			8,759			31,121			35,170
Net income attributable to non-controlling interests	—			9			—			112
Net income attributable to Newport Corporation	$	9,584		$	8,750		$	31,121		$	35,058
Net income	$	9,584		$	8,759		$	31,121		$	35,170
Other comprehensive loss:
Foreign currency translation losses	(2,412		)	(4,693		)	(7,702		)	(12,260		)
Unrecognized net pension gains (losses)	201			(2,762		)	709			(2,456		)
Unrealized losses on investments and marketable securities	403			530			281			353
Other comprehensive loss	(1,808		)	(6,925		)	(6,712		)	(14,363		)
Comprehensive income	$	7,776		$	1,834		$	24,409		$	20,807
Comprehensive income attributable to non-controlling interests	$	—		$	2		$	—		$	112
Comprehensive income attributable to Newport Corporation	7,776			1,832			24,409			20,695
Comprehensive income	$	7,776		$	1,834		$	24,409		$	20,807
Net income per share attributable to Newport Corporation:
Basic	$	0.25		$	0.22		$	0.79		$	0.88
Diluted	$	0.24		$	0.22		$	0.78		$	0.87
Shares used in the computation of net income per share:
Basic	38,584			39,679			39,221			39,750
Diluted	39,122			40,480			39,830			40,528
Other operating data:
New orders received during the period	$	152,689		$	192,320		$	605,710		$	635,975
Backlog at the end of period scheduled to ship within 12 months							$	162,866		$	169,334

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Newport Corporation

Supplemental Non-GAAP Measures

(Unaudited)

	Three Months Ended						Year Ended
	January 2,			January 3,			January 2,			January 3,
(In thousands, except percentages and per share amounts)	2016			2015			2016			2015
Net sales	$	150,499		$	158,729		$	602,691		$	605,150
Cost of sales:
Cost of sales - GAAP	$	84,606		$	89,285		$	340,171		$	334,394
Amortization of intangible assets	1,074			926			3,951			3,656
Stock-based compensation expense	367			336			1,415			1,098
Acquisition-related, restructuring and severance costs	—			501			—			501
Non-GAAP cost of sales	83,165			87,522			334,805			329,139
Non-GAAP gross profit	$	67,334		$	71,207		$	267,886		$	276,011
Non-GAAP gross profit as a percentage of net sales	44.7		%	44.9		%	44.4		%	45.6		%
Operating income:
Operating income - GAAP	$	13,224		$	12,993		$	47,389		$	51,765
Amortization of intangible assets	2,162			2,075			8,523			8,917
Stock-based compensation expense	3,176			3,463			13,234			12,051
Acquisition-related, restructuring and severance costs	2,425			685			6,066			4,368
Loss on sale or other disposal of assets, net	—			2,324			1,088			1,913
Non-GAAP operating income	$	20,987		$	21,540		$	76,300		$	79,014
Non-GAAP operating income as a percentage of net sales	13.9		%	13.6		%	12.7		%	13.1		%
Net income attributable to Newport Corporation:
Net income - GAAP	$	9,584		$	8,750		$	31,121		$	35,058
Amortization of intangible assets	2,162			2,075			8,523			8,917
Stock-based compensation expense	3,176			3,463			13,234			12,051
Acquisition-related, restructuring and severance costs	2,425			685			6,066			4,368
Loss on sale or other disposal of assets, net	—			2,324			1,088			1,913
Tax benefit from extraterritorial income exclusions	—			—			—			(1,463		)
Income tax provision on non-GAAP adjustments	(1,894		)	(1,852		)	(7,735		)	(6,641		)
Non-GAAP net income	$	15,453		$	15,445		$	52,297		$	54,203
Net income per diluted share attributable to Newport Corporation:
Net income - GAAP	$	0.24		$	0.22		$	0.78		$	0.87
Total non-GAAP adjustments	0.15			0.16			0.53			0.47
Non-GAAP net income per diluted share	$	0.39		$	0.38		$	1.31		$	1.34

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Newport Corporation

Consolidated Balance Sheets

(Unaudited)

	January 2,		January 3,
(In thousands)	2016		2015
ASSETS
Current assets:
Cash and cash equivalents	$	41,678	$	46,883
Restricted cash	721		1,704
Marketable securities	—		57
Accounts receivable, net	107,196		96,512
Inventories, net	113,505		112,440
Current deferred tax assets	—		20,734
Prepaid expenses and other current assets	16,914		14,948
Total current assets	280,014		293,278
Property and equipment, net	83,446		82,793
Goodwill	103,760		97,524
Long-term deferred tax assets	13,914		5,005
Intangible assets, net	65,820		70,811
Investments and other assets	29,689		30,516
Total assets	$	576,643	$	579,927
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	3,121	$	3,772
Accounts payable	29,994		31,448
Accrued payroll and related expenses	32,765		34,607
Accrued expenses and other current liabilities	31,726		31,797
Total current liabilities	97,606		101,624
Long-term debt	74,247		71,000
Pension liabilities	27,843		28,554
Long-term deferred tax liabilities	2,627		14,272
Other long-term liabilities	6,807		7,773
Total stockholders’ equity	367,513		356,704
Total liabilities and stockholders’ equity	$	576,643	$	579,927

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