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)
May 2, 2012
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
(Registrants 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 May 2, 2012, Newport Corporation (the Registrant) announced its financial results for the first quarter ended March 31, 2012, and its financial outlook for the second quarter and full year of 2012. 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, as well as the limitations on the usefulness of such information to an investor, are described below.
Operating Income, Net Income and Net Income Per Diluted Share
The Registrant has provided non-GAAP measures of operating income, net income and net income per diluted share for the three months ended March 31, 2012 and April 2, 2011, which exclude a number of items that management considers to be outside of the Registrants core operating results. The items excluded from these non-GAAP financial measures are summarized below, and a table detailing the excluded items and reconciling such non-GAAP results with the Registrants GAAP results is included following the consolidated statements of income that are a part of the press release.
For the three months ended March 31, 2012 and April 2, 2011, non-GAAP operating income has been adjusted to exclude (1) amortization of intangible assets, (2) stock-based compensation expense, (3) acquisition-related costs, and (4) restructuring and severance costs. Additionally, non-GAAP operating income for the three months ended March 31, 2012 excludes a gain on sale of assets.
For the three months ended March 31, 2012, non-GAAP net income and non-GAAP net income per diluted share have been adjusted to exclude (1) amortization of intangible assets, (2) stock-based compensation expense, (3) acquisition-related costs, (4) restructuring and severance costs, (5) a gain on sale of assets, (6) a release of the Registrants valuation allowance against certain deferred tax assets, and (7) the income tax impact of the foregoing excluded amounts.
For the three months ended April 2, 2011, non-GAAP net income and non-GAAP net income per diluted share have been adjusted to exclude (1) a foreign currency translation gain resulting from the dissolution of a subsidiary, (2) amortization of intangible assets, (3) stock-based compensation expense, (4) acquisition-related costs, (5) restructuring and severance costs, and (6) the income tax impact of the foregoing excluded amounts.
In the press release, the Registrant also provided general guidance concerning its expected non-GAAP net income and earnings per diluted share for its second fiscal quarter of 2012, and an expected range of non-GAAP operating income as a percentage of net sales for its full fiscal year of 2012. As of May 2, 2012, the Registrant is unable to quantify the expected impact of the items expected to be excluded from its non-GAAP operating results for such periods.
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 Registrants core operating results and performance trends, and a more meaningful basis for comparison of the Registrants 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 Registrant believes that the items excluded from these non-GAAP measures generally do not reflect the ongoing operating performance of the Registrants 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 Registrants incentive plans.
However, the presentation of this additional information is not meant to be considered in isolation or as a substitute for the Registrants financial measures prepared in accordance with GAAP. These non-GAAP measures exclude items that may have a material impact on the Registrants operating results calculated in accordance with GAAP, which impact is included in the Registrants GAAP financial statements. Although the Registrant believes it is useful for investors to view the Registrants 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 Registrant for other uses. To gain a comprehensive understanding of all impacts on the Registrants income from any and all events, management relies upon the Registrants GAAP financial statements, and investors should as well. Further, the Registrant 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 Registrant expects to incur stock-based compensation expense, amortization of intangible assets, and acquisition-related costs in future periods, and may also incur other items, such as significant gains or losses from contingencies. Additionally, the Registrant may be impacted by significant tax matters in future periods. The Registrant 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Press Release dated May 2, 2012 (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.
May 2, 2012 | 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 May 2, 2012 (furnished pursuant to Item 2.02 and not deemed filed). |
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 2012 RESULTS
Record Levels of New Orders and Backlog
Irvine, California May 2, 2012 Newport Corporation (NASDAQ: NEWP) today reported financial results for its first quarter ended March 31, 2012, and its outlook for the second quarter and full year of 2012. The company noted the following highlights:
| Record new orders of $186.1 million, an increase of 43.5% compared with the $129.7 million recorded in the first quarter of 2011, including $70.7 million of incremental orders from Newports recent acquisitions; |
| First quarter sales of $157.2 million, an increase of 22.4% compared with the $128.4 million recorded in the first quarter of 2011, including $39.3 million of incremental sales from Newports recent acquisitions; |
| Backlog scheduled to ship in the next 12 months of $174.9 million, including $41.5 million of backlog from Newports recent acquisitions; and |
| Successful completion of the acquisition of ILX Lightwave. |
Robert J. Phillippy, Newports President and Chief Executive Officer, stated, We are off to a good start in 2012, with solid financial results and demonstrable progress toward our strategic objectives.
Orders and Sales
Newports sales and orders by end market were as follows:
(In thousands, except percentages, unaudited) | Three Months Ended | |||||||||||
Percentage | ||||||||||||
March 31, | April 2, | Change vs. | ||||||||||
2012 | 2011 ¹ | Prior Period | ||||||||||
Sales by End Market |
||||||||||||
Scientific research, aerospace and defense/security |
$ | 53,372 | $ | 41,382 | 29.0 | % | ||||||
Microelectronics |
35,566 | 41,597 | -14.5 | % | ||||||||
Life and health sciences |
36,713 | 26,207 | 40.1 | % | ||||||||
Industrial manufacturing and other |
31,516 | 19,225 | 63.9 | % | ||||||||
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Total |
$ | 157,167 | $ | 128,411 | 22.4 | % | ||||||
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Orders by End Market |
||||||||||||
Scientific research, aerospace and defense/security |
$ | 49,172 | $ | 41,670 | 18.0 | % | ||||||
Microelectronics |
44,799 | 41,611 | 7.7 | % | ||||||||
Life and health sciences |
63,215 | 26,120 | 142.0 | % | ||||||||
Industrial manufacturing and other |
28,918 | 20,321 | 42.3 | % | ||||||||
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Total |
$ | 186,104 | $ | 129,722 | 43.5 | % | ||||||
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Notes:
1 | Certain prior period amounts have been reclassified to conform to the current period presentation. |
The company recorded higher sales and orders in the first quarter of 2012 compared with the prior year period in its scientific research, aerospace and defense/security, life and health sciences and industrial manufacturing and other end markets, due to the addition of the sales and orders of Ophir Optronics, High Q Laser and ILX Lightwave. As reported previously, Newports orders from life and health sciences customers in the first quarter of 2012 included a $37.7 million order for ultrafast lasers used in surgical procedures that began shipping in the first quarter and are expected to continue to ship through the end of 2013.
Sales to customers in the microelectronics market, which were not impacted significantly by any of the recent acquisitions, declined in the first quarter of 2012 compared with the prior year period, due primarily to the impact of the lower orders received from semiconductor equipment customers in the second half of 2011. Although sales to customers in the microelectronics market remained at lower levels, the companys orders from customers in this market rebounded sharply in the first quarter from the fourth quarter level. Orders of $44.8 million increased 45.8% sequentially and 7.7% year-over-year, and the book-to-bill ratio for the quarter in this end market was 1.26.
2
Operating Income and Net Income
Newport reported operating income for the first quarter of 2012 of $10.2 million, or 6.5% of net sales, when calculated in accordance with generally accepted accounting principles (GAAP). On a non-GAAP basis, excluding acquisition-related expenses, the amortization of intangible assets, stock based compensation expense, restructuring and severance costs, and a gain on the sale of assets, the company would have recorded operating income for the first quarter of 2012 of $19.9 million, or 12.7% of net sales.
The company reported net income for the first quarter of 2012 of $6.6 million, or $0.17 per diluted share, when calculated in accordance with GAAP. On a non-GAAP basis, excluding the items referenced above, net of the tax impact of such excluded amounts, and excluding the reversal of a valuation allowance on certain deferred tax assets, the company would have recorded net income for the first quarter of 2012 of $12.1 million, or $0.31 per diluted share.
The company has provided a reconciliation of its 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 included in this release. Management believes that the supplemental presentation of such non-GAAP financial information helps to provide insight into the companys core business results, as well as a more meaningful comparison of its financial results between periods.
Cash, Cash Equivalents and Marketable Securities
Newport ended the first quarter of 2012 with $51.4 million in cash, cash equivalents and marketable securities, a decrease of $21.5 million compared with the fourth quarter of 2011. The company noted that in the first quarter of 2012 it used $21.6 million in cash to repay its remaining convertible notes and reduce other indebtedness, used an additional $9.3 million in cash to complete the acquisition of ILX Lightwave, and used $6.2 million for payments under the companys 2011 incentive compensation plans.
Financial Outlook
Commenting on the companys outlook, Mr. Phillippy said, Newport has a strong financial foundation, and in each of the last three quarters we have made strategic acquisitions that we expect to continue to accelerate our growth and enhance profitability. During the first quarter of 2012, we booked all-time record orders and we entered the second quarter with record backlog scheduled to ship in the next 12 months of $174.9 million.
3
The company noted that it expects its end market demand in the second quarter of 2012 to be similar to the first quarter levels. As a result, it now expects its second quarter sales and non-GAAP net income and earnings per diluted share, excluding certain special charges and gains, to be similar to the levels achieved in the first quarter.
The company expects its sales in the second half of 2012 to increase approximately 7% to 12% over the first half level. As a result, Newport now expects its sales for the full year of 2012 to be in the range of $650 million to $665 million, with non-GAAP operating income, excluding certain special charges and gains, in the range of 13.0% to 14.5% of net sales.
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. Newports innovative solutions leverage its expertise in photonics technologies, including lasers, photonics instrumentation, sub-micron positioning systems, vibration isolation, optical components and subsystems, precision automation and three-dimensional non-contact measurement equipment, to enhance the capabilities and productivity of its customers manufacturing, engineering and research applications. Newport is part of the Standard & Poors 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, May 2, 2012, at 5:00 p.m. Eastern time (2:00 p.m. Pacific time) to review the companys results for the first quarter of 2012 and its outlook for the second quarter and full year of 2012. 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 800-289-0458 within the U.S. and Canada or 913-312-6665 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 also will be available by calling 888-203-1112 within the U.S. and Canada and 719-457-0820 from abroad. Playback will be available beginning at 8:00 p.m. Eastern time today and continue through 8:00 p.m. Eastern time on Wednesday, May 9, 2012. The replay passcode is 6814790.
4
SAFE HARBOR STATEMENT
This news release contains forward-looking statements, including without limitation statements regarding the companys expected shipment of its backlog, the expected timing of shipment of the $37.7 million order for ultrafast lasers, Newports expectation of accelerated growth and enhanced profitability resulting from its recent acquisitions, Newports expected sales, non-GAAP net income and non-GAAP earnings per diluted share in the second quarter of 2012, and Newports expected sales growth in the second half of 2012 and expected sales and non-GAAP operating margin for the full year of 2012. 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, Newports ability to achieve expected benefits from the integration of Ophir Optronics, High Q Laser and ILX Lightwave; the strength of business conditions in the industries Newport serves, particularly the semiconductor industry; Newports ability to successfully penetrate and increase sales to its targeted end markets, particularly the life and health sciences market; 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 Newports 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 Newports 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.
###
5
Newport Corporation
Consolidated Statements of Income
(Unaudited)
Three Months Ended | ||||||||
March 31, | April 2, | |||||||
(In thousands, except per share amounts) | 2012 | 2011 | ||||||
Net sales |
$ | 157,167 | $ | 128,411 | ||||
Cost of sales |
89,098 | 70,535 | ||||||
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Gross profit |
68,069 | 57,876 | ||||||
Selling, general and administrative expenses |
44,060 | 30,473 | ||||||
Research and development expense |
13,799 | 10,437 | ||||||
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Operating income |
10,210 | 16,966 | ||||||
Foreign currency translation gain from dissolution of subsidiary |
| 7,198 | ||||||
Interest and other expense, net |
(2,187 | ) | (2,405 | ) | ||||
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Income before income taxes |
8,023 | 21,759 | ||||||
Income tax provision |
1,435 | 1,000 | ||||||
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Net income |
6,588 | 20,759 | ||||||
Net loss attributable to non-controlling interests |
(4 | ) | | |||||
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Net income attributable to Newport Corporation |
$ | 6,592 | $ | 20,759 | ||||
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Net income |
$ | 6,588 | $ | 20,759 | ||||
Other comprehensive income: |
||||||||
Foreign currency translation gains (losses) |
1,629 | (4,037 | ) | |||||
Unrecognized net pension losses |
(16 | ) | (134 | ) | ||||
Unrealized gains on marketable securities |
33 | 138 | ||||||
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Comprehensive income |
$ | 8,234 | $ | 16,726 | ||||
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Comprehensive loss attributable to non-controlling interests |
$ | (42 | ) | $ | | |||
Comprehensive income attributable to Newport Corporation |
8,276 | 16,726 | ||||||
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Comprehensive income |
$ | 8,234 | $ | 16,726 | ||||
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Net income per share attributable to Newport Corporation: |
||||||||
Basic |
$ | 0.17 | $ | 0.56 | ||||
Diluted |
$ | 0.17 | $ | 0.53 | ||||
Shares used in the computation of net income per share: |
||||||||
Basic |
37,731 | 37,005 | ||||||
Diluted |
38,931 | 38,837 | ||||||
Other operating data: |
||||||||
New orders received during the period |
$ | 186,104 | $ | 129,722 | ||||
Backlog at the end of period scheduled to ship within 12 months |
$ | 174,861 | $ | 127,457 |
6
Newport Corporation
Supplemental Non-GAAP Measures
(Unaudited)
Three Months Ended | ||||||||
(In thousands, except per share amounts) | March 31, 2012 |
April 2, 2011 |
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Net Sales |
$ | 157,167 | $ | 128,411 | ||||
Operating income: |
||||||||
Operating income - GAAP |
$ | 10,210 | $ | 16,966 | ||||
Amortization of intangible assets |
5,177 | 756 | ||||||
Stock-based compensation |
2,214 | 2,019 | ||||||
Acquisition-related costs |
1,906 | 244 | ||||||
Restructuring and severance costs |
579 | 136 | ||||||
Gain on sale of assets |
(166 | ) | | |||||
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Non-GAAP operating income |
$ | 19,920 | $ | 20,121 | ||||
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Non-GAAP operating income as a percentage of net sales |
12.7 | % | 15.7 | % | ||||
Net income attributable to Newport Corporation: |
||||||||
Net income - GAAP |
$ | 6,592 | $ | 20,759 | ||||
Foreign currency translation gain from dissolution of subsidiary |
| (7,198 | ) | |||||
Amortization of intangible assets |
5,177 | 756 | ||||||
Stock-based compensation |
2,214 | 2,019 | ||||||
Acquisition-related costs |
1,906 | 244 | ||||||
Restructuring and severance costs |
579 | 136 | ||||||
Gain on sale of assets |
(166 | ) | | |||||
Release of valuation allowance against certain deferred tax assets |
(1,391 | ) | | |||||
Income tax provision on non-GAAP adjustments |
(2,769 | ) | (323 | ) | ||||
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Non-GAAP net income |
$ | 12,142 | $ | 16,393 | ||||
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Net income per diluted share attributable to Newport Corporation: |
||||||||
Net income - GAAP |
$ | 0.17 | $ | 0.53 | ||||
Total non-GAAP adjustments |
0.14 | (0.11 | ) | |||||
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Non-GAAP net income per diluted share |
$ | 0.31 | $ | 0.42 | ||||
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7
Newport Corporation
Consolidated Balance Sheets
(Unaudited)
March 31, | December 31, | |||||||
(In thousands) | 2012 | 2011 | ||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 45,270 | $ | 55,701 | ||||
Restricted cash |
925 | 12,367 | ||||||
Marketable securities |
5,180 | 4,787 | ||||||
Accounts receivable, net |
100,093 | 97,690 | ||||||
Notes receivable, net |
2,175 | 2,091 | ||||||
Inventories, net |
113,035 | 112,968 | ||||||
Deferred income taxes |
31,960 | 30,339 | ||||||
Prepaid expenses and other current assets |
16,826 | 15,374 | ||||||
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Total current assets |
315,464 | 331,317 | ||||||
Property and equipment, net |
88,708 | 89,873 | ||||||
Goodwill |
147,198 | 143,259 | ||||||
Deferred income taxes |
9,302 | 9,289 | ||||||
Intangible assets, net |
150,647 | 150,572 | ||||||
Investments and other assets |
39,545 | 39,759 | ||||||
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$ | 750,864 | $ | 764,069 | |||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Short-term borrowings, net |
$ | 35,402 | $ | 45,149 | ||||
Accounts payable |
31,721 | 30,856 | ||||||
Accrued payroll and related expenses |
31,391 | 36,914 | ||||||
Accrued expenses and other current liabilities |
41,155 | 39,800 | ||||||
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Total current liabilities |
139,669 | 152,719 | ||||||
Long-term debt, net |
166,229 | 178,043 | ||||||
Accrued pension liabilities |
24,731 | 24,444 | ||||||
Other liabilities |
38,643 | 36,586 | ||||||
Total stockholders equity of Newport Corporation |
379,659 | 370,258 | ||||||
Non-controlling interests |
1,933 | 2,019 | ||||||
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Total stockholders equity |
381,592 | 372,277 | ||||||
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|||||
$ | 750,864 | $ | 764,069 | |||||
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8
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