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)

April 27, 2011

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:

¨ 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))

Item 2.02. Results of Operations and Financial Condition.

On April 27, 2011, Newport Corporation (the “Registrant”) announced its financial results for the first quarter ended April 2, 2011, and its financial outlook for the second quarter and full year of 2011. The press release issued by the Registrant 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 Registrant 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 Registrant 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 are described below. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the Registrant’s financial measures prepared in accordance with GAAP.

The Registrant has provided non-GAAP measures of net income and net income per diluted share for the three months ended April 2, 2011. These non-GAAP measures have been adjusted to exclude a gain of $7.2 million, or $0.18 per diluted share, resulting from a non-recurring currency translation adjustment, which management considers to be outside of the Registrant’s core operating results. A table reconciling such non-GAAP results with the Registrant’s GAAP results is included following the statements of income that are a part of the press release. Further, in discussing its financial outlook for the full year of 2011, the Registrant has provided guidance regarding the expected percentage increase in its earnings per diluted share for the full year of 2011 compared with the full year of 2010 level, which expected percentage has been calculated based on the same non-GAAP measure of net income per diluted share provided by the Registrant in the release for the three months ended April 2, 2011. The Registrant has also provided such guidance calculated based on its corresponding GAAP results.

The Registrant has provided these non-GAAP results and guidance with the intent of providing both management and investors with a more complete understanding of the Registrant’s underlying operational results, performance trends and expectations and a more meaningful basis for comparison of the Registrant’s results with its historical and future financial results. 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 Registrant’s incentive plans.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 27, 2011 (furnished pursuant to Item 2.02 and not deemed filed).

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.

April 27, 2011	NEWPORT CORPORATION
	By:	/s/ Jeffrey B. Coyne
		Jeffrey B. Coyne
		Senior Vice President, General Counsel and
		Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 27, 2011 (furnished pursuant to Item 2.02 and not deemed filed).

EX-99.1

Exhibit 99.1

Press Release

Contact:

Charles F. Cargile, 949/863-3144

Newport Corporation, Irvine, CA

investor@newport.com

or

Dan Peoples, 858/552-8146

Makinson Cowell (US)

NEWPORT CORPORATION REPORTS

FIRST QUARTER 2011 RESULTS

— Record First Quarter Sales and Orders —

— Net Income of $0.53 per Diluted Share —

Irvine, California – April 27, 2011 – Newport Corporation (NASDAQ: NEWP) today reported financial results for its first quarter ended April 2, 2011. The company noted the following highlights regarding its first quarter results:

• $128.4 million in net sales;

• $129.7 million in new orders;

• Net income of $20.8 million, or $0.53 per diluted share; and

• Gross margin of 45.1%.

Robert J. Phillippy, Newport’s President and Chief Executive Officer, stated, “The Newport team delivered another excellent performance in the first quarter of 2011. Our sales of $128.4 million and orders of $129.7 million were records for a first quarter. We continued to demonstrate our very strong profit leverage on these robust sales, with exceptional gross margin, net income and earnings per diluted share. Our first quarter gross margin of 45.1% achieved a longstanding company goal.”

Sales and Orders

The company’s sales and orders by end market in the first quarter of 2011 were as follows:

(In thousands, except percentages, unaudited)	Three Months Ended
	April 2, 2011		April 3, 2010 ¹		Percentage Change vs. Prior Period
Sales by End Market
Scientific research, aerospace and defense/security	$	40,840	$	40,611		0.6	%
Microelectronics		41,597		28,255		47.2	%
Life and health sciences		26,749		21,089		26.8	%
Industrial manufacturing and other		19,225		17,195		11.8	%
Total	$	128,411	$	107,150		19.8	%
Orders by End Market
Scientific research, aerospace and defense/security	$	41,801	$	38,843		7.6	%
Microelectronics		41,611		47,557		-12.5	%
Life and health sciences		25,989		23,686		9.7	%
Industrial manufacturing and other		20,321		14,567		39.5	%
Total	$	129,722	$	124,653		4.1	%

Notes:

¹  Certain prior period amounts have been reclassified to conform to the current period presentation.

The company noted the following trends in its sales and orders results:

• Sales increased in the first quarter of 2011 compared with the first quarter of 2010 across all of Newport’s end markets. This growth was led by significantly higher sales both to semiconductor equipment customers, which are included in the company’s Microelectronics end market, and to customers in the Life and Health Sciences end market.

• Orders in the first quarter of 2011 were higher than the first quarter of 2010, resulting primarily from a significant increase in orders from customers in the company’s Industrial Manufacturing and Other end markets and increases in orders from Life and Health Sciences and Scientific Research customers, offset in part by a decline in orders from customers in the Microelectronics end market. The company noted that orders from Microelectronics customers in the first quarter of the prior year were an all-time record for Newport, reflecting the early

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stages of the strong recovery in the semiconductor manufacturing equipment industry. The company continues to see robust activity in this market, with first quarter orders of $41.6 million, consistent with the order levels in the preceding three quarters, and a book-to-bill ratio of 1.0.

Net Income

Newport reported net income of $20.8 million, or $0.53 per diluted share, in the first quarter of 2011 when calculated in accordance with generally accepted accounting principles (GAAP), compared with net income of $5.1 million, or $0.14 per diluted share, in the first quarter of 2010. Included in this total was a gain of $7.2 million, or $0.18 per diluted share, resulting from a non-recurring currency translation adjustment. Without this gain, the company would have recorded net income of $13.6 million, or $0.35 per diluted share. A reconciliation between the company’s net income and net income per diluted share calculated in accordance with GAAP and on a non-GAAP basis is provided following the statements of income included in this release.

The company’s net income in the first quarter, excluding the currency translation gain, was more than double the level in the first quarter of 2010, due primarily to the company’s higher sales and continued strong operational execution in the 2011 period.

Financial Outlook

Commenting on the company’s financial outlook, Mr. Phillippy stated, “Our financial results for the first quarter of 2011 continued to reflect the solid foundation for growth we established in 2010. Our backlog and orders momentum are very strong, and we have continued to demonstrate our ability to deliver significant profit leverage on increases in sales. In the second quarter of 2011, we anticipate increasing our sales 12% to 15% over the $114.6 million recorded in the second quarter of 2010 and leveraging that revenue growth into operating income that is more than 50% higher than the year ago period. In addition, based on our robust orders levels, strong and growing presence in our markets and effective operational execution, we expect continued revenue growth in the full year 2011. We also expect to increase earnings per diluted share on a GAAP basis by more than 50% compared with the $1.09 recorded in 2010. Excluding the non-recurring currency translation gain of $0.18 per diluted share discussed earlier in this release, we expect our 2011 non-GAAP earnings per diluted share to be more than 35% higher than the 2010 level.”

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ABOUT NEWPORT CORPORATION

Newport Corporation is a leading global supplier of advanced-technology products and systems to customers in the scientific research, aerospace and defense/security, microelectronics, life and health sciences and precision industrial manufacturing markets. Newport’s innovative solutions leverage its expertise in photonics technologies, including lasers, photonics instrumentation, sub-micron positioning systems, vibration isolation, optical components and subsystems and precision automation, 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.

INVESTOR CONFERENCE CALL

Robert J. Phillippy, President and Chief Executive Officer, and Charles F. Cargile, Senior Vice President and Chief Financial Officer, will host an investor conference call today, April 27, 2011 at 5:00 p.m. Eastern time (2:00 p.m. Pacific time) to review the company’s results for the first quarter of 2011 and its outlook for the remainder of 2011. The call will be open to all interested investors through a live audio web broadcast via the Internet at www.newport.com/investors and www.earnings.com. The call also will be available to investors and analysts by dialing 888-670-2246 within the U.S. and Canada or 913-312-1468 from abroad. The webcast will be archived on both websites and can be reached through the same links. A telephonic playback of the conference call will be available beginning at 8:00 p.m. Eastern time today, April 27, 2011, and will continue through 8:00 p.m. Eastern time on Wednesday, May 4, 2011. The replay can be accessed by calling 888-203-1112 within the U.S. and Canada and 719-457-0820 from abroad. The replay passcode is 9307738.

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SAFE HARBOR STATEMENT

This news release contains forward-looking statements, including without limitation statements regarding Newport’s expected growth in sales and operating income in the second quarter of 2011, and its anticipated growth in revenue and earnings per diluted share in the full year of 2011. 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, and particularly the duration and extent of the strong current conditions in the semiconductor industry; Newport’s ability to successfully penetrate and increase sales to its targeted end markets, particularly to photovoltaic customers and the life and health sciences market; the levels of private and governmental research funding worldwide; potential order cancellations and push-outs; Newport’s ability to meet increasing demand with its current cost structure; 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 Form 10-K for the year ended January 1, 2011. 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

(Unaudited)

	Three Months Ended
(In thousands, except per share amounts)	April 2, 2011			April 3, 2010
Net sales	$	128,411		$	107,150
Cost of sales		70,535			64,112
Gross profit		57,876			43,038
Selling, general and administrative expenses		30,473			26,098
Research and development expense		10,437			9,471
Operating income		16,966			7,469
Foreign currency translation gain from dissolution of subsidiary		7,198			—
Interest and other expense, net		(2,405	)		(1,837	)
Income before income taxes		21,759			5,632
Income tax provision		1,000			578
Net income	$	20,759		$	5,054
Net income per share:
Basic	$	0.56		$	0.14
Diluted	$	0.53		$	0.14
Shares used in the computation of net income per share:
Basic		37,005			36,372
Diluted		38,837			37,261
Other operating data:
New orders received during the period	$	129,722		$	124,653
Backlog at the end of period scheduled to ship within 12 months	$	127,457		$	114,459

Newport Corporation

Supplemental Non-GAAP Measures

(Unaudited)

	Three Months Ended
(In thousands, except per share amounts)	April 2, 2011			April 3, 2010
Net income:
Net income - GAAP	$	20,759		$	5,054
Foreign currency translation gain from dissolution of subsidiary		(7,198	)		—
Non-GAAP net income	$	13,561		$	5,054
Net income per diluted share:
Net income - GAAP	$	0.53		$	0.14
Total non-GAAP adjustments		(0.18	)		—
Non-GAAP net income per diluted share	$	0.35		$	0.14

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Newport Corporation

Consolidated Balance Sheets

(Unaudited)

(In thousands)	April 2, 2011		January 1, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	101,266	$	90,992
Marketable securities		95,160		109,192
Accounts receivable, net		87,193		84,238
Notes receivable, net		1,796		3,313
Inventories, net		93,778		84,508
Deferred income taxes		9,371		9,424
Prepaid expenses and other current assets		11,295		10,362
Total current assets		399,859		392,029
Property and equipment, net		45,985		46,160
Goodwill		69,322		69,322
Deferred income taxes		3,126		3,493
Intangible assets, net		24,234		24,990
Investments and other assets		20,721		20,396
	$	563,247	$	556,390
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	136,529	$	12,468
Accounts payable		27,814		31,691
Accrued payroll and related expenses		21,794		30,804
Accrued expenses and other current liabilities		29,106		28,416
Total current liabilities		215,243		103,379
Long-term debt, net of debt discount		—		122,042
Obligations under capital leases, less current portion		999		979
Accrued pension liabilities		14,262		13,279
Other liabilities		20,676		21,252
Stockholders’ equity		312,067		295,459
	$	563,247	$	556,390

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