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)

August 1, 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

(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 August 1, 2012, Newport Corporation (the “Registrant”) announced its financial results for the second quarter ended June 30, 2012, and its financial outlook for the third quarter 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.

The Registrant has provided non-GAAP measures of operating income and net income and net income per diluted share attributable to Newport Corporation for the three and six months ended June 30, 2012 and July 2, 2011, which exclude a number of items that management considers to be outside of the Registrant’s 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 Registrant’s GAAP results is included following the consolidated statements of income and comprehensive income that are a part of the press release.

Operating Income

For the three and six months ended June 30, 2012 and July 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 six months ended June 30, 2012 excludes a gain on sale of assets.

Net Income and Net Income Per Diluted Share Attributable to Newport Corporation

For the three and six months ended June 30, 2012 and July 2, 2011, non-GAAP net income and net income per diluted share attributable to Newport Corporation 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) gains on sale of assets, and (6) the income tax impact of the foregoing excluded amounts. Additionally, for the six months ended June 30, 2012, non-GAAP net income and net income per diluted share attributable to Newport Corporation exclude a release of the Registrant’s valuation allowance against certain deferred tax assets and the income tax impact of such excluded amount, and for the six months ended July 2, 2011, non-GAAP net income and net income per diluted share attributable to Newport Corporation exclude a foreign currency translation gain resulting from the dissolution of a subsidiary.

In the press release, the Registrant also provided general guidance concerning its expected non-GAAP operating income and earnings per diluted share for its third fiscal quarter of 2012. As of August 1, 2012, the Registrant is unable to quantify the expected impact of the items expected to be excluded from its non-GAAP results for such period.

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 core operating results and performance trends, and a more meaningful basis for comparison of the Registrant’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 Registrant believes that the items excluded from these non-GAAP measures generally do not reflect the ongoing operating performance of the Registrant’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 Registrant’s incentive plans.

However, 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. These non-GAAP measures exclude items that may have a material impact on the Registrant’s operating results calculated in accordance with GAAP, which impact is included in the Registrant’s GAAP financial statements. Although the Registrant believes it is useful for investors to view the Registrant’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 Registrant for other uses. To gain a comprehensive understanding of all impacts on the Registrant’s income from any and all events, management relies upon the Registrant’s 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 August 1, 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.

August 1, 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 August 1, 2012 (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

SECOND QUARTER AND FIRST HALF 2012 RESULTS

- Strong Earnings and Cash Generation -

- Company Implementing Plan to Achieve $15 Million in Annualized Cost Savings -

Irvine, California – August 1, 2012 – Newport Corporation (NASDAQ: NEWP) today reported financial results for its second quarter and six months ended June 30, 2012, and its outlook for the third quarter of 2012. The company noted the following highlights regarding the second quarter:

• Net sales of $153.7 million;

• Net income attributable to Newport Corporation of $9.2 million, or $0.24 per diluted share, when measured according to generally accepted accounting principles (GAAP);

• Net income attributable to Newport Corporation of $11.6 million, or $0.30 per diluted share, when measured on a non-GAAP basis, excluding certain expenses related to recent acquisitions, restructuring and severance costs, the amortization of intangible assets, stock-based compensation expense, and a gain resulting from the sale of a minority-owned investment, net of the tax impact of such excluded amounts;

• Cash from operations of $15.1 million, of which $11.1 million was used to reduce indebtedness; and

• The company is implementing a plan to achieve annualized cost savings of $15 million per year through integration synergies and other cost reductions.

Commenting on the results, Robert J. Phillippy, Newport’s President and Chief Executive Officer, stated, “In the second quarter of 2012, we increased our operating income and cash from

operations sequentially over the first quarter despite a slight decline in sales. We also had a very productive quarter in securing new business and launching new products, with several design wins with OEM customers and our introduction of the industry’s first production ready, high-precision 450mm wafer handling solution for next generation semiconductor manufacturing.”

Sales and Orders

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

(In thousands, except percentages, unaudited)	Three Months Ended				Six Months Ended				Percentage Change vs. Prior Year Period
	June 30, 2012		July 2, 2011 ¹		June 30, 2012		July 2, 2011 ¹		Second Quarter 2012			First Half 2012
Sales by End Market
Scientific research, aerospace and defense/security	$	47,832	$	39,964	$	101,378	$	81,055		19.7	%		25.1	%
Microelectronics		41,583		45,352		77,718		87,915		-8.3	%		-11.6	%
Life and health sciences		33,336		24,878		70,309		51,032		34.0	%		37.8	%
Industrial manufacturing and other		30,904		19,938		61,417		38,541		55.0	%		59.4	%
Total	$	153,655	$	130,132	$	310,822	$	258,543		18.1	%		20.2	%
Orders by End Market
Scientific research, aerospace and defense/security	$	49,667	$	41,631	$	99,259	$	83,507		19.3	%		18.9	%
Microelectronics		42,505		57,663		84,657		99,755		-26.3	%		-15.1	%
Life and health sciences		19,345		26,097		82,940		52,208		-25.9	%		58.9	%
Industrial manufacturing and other		36,769		18,306		67,534		37,949		100.9	%		78.0	%
Total	$	148,286	$	143,697	$	334,390	$	273,419		3.2	%		22.3	%

Notes:

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

In the second quarter of 2012, sales and orders increased 18.1% and 3.2%, respectively, compared with the second quarter of 2011, as weakness in some of the company’s end markets was more than offset by the contributions from the three acquisitions completed by the company in the last year. These acquisitions added $34.7 million in sales and $26.8 million in new orders in the second quarter of 2012.

On a sequential basis, sales and orders declined from the first quarter levels. Sales declined 2.2% compared with the first quarter of 2012, as stronger sales to customers in Newport’s microelectronics and industrial markets partially offset the effect of weakness in the company’s other target end markets, which have been negatively impacted by uncertainty regarding government funding levels. New orders declined 20.3% compared with the first quarter of 2012, due to lower orders from life and health sciences customers, offset in part by higher orders from customers in all of the company’s other target end markets. The company noted that first quarter orders from life and health sciences customers included a $37.7 million order for ultrafast lasers that did not repeat in the second quarter.

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Operating Income and Net Income

Newport reported operating income for the second quarter of 2012 of $11.3 million, or 7.4% of net sales, when calculated in accordance with generally accepted accounting principles (GAAP). On a non-GAAP basis, excluding acquisition-related expenses, restructuring and severance costs, the amortization of intangible assets and stock-based compensation expense, the company’s operating income for the second quarter of 2012 was $20.2 million, or 13.1% of net sales.

The company reported net income attributable to Newport Corporation for the second quarter of 2012 of $9.2 million, or $0.24 per diluted share, when calculated in accordance with GAAP. On a non-GAAP basis, excluding the items referenced above and a gain on the sale of assets, net of the tax impact of such excluded amounts, net income attributable to Newport Corporation for the second quarter of 2012 was $11.6 million, or $0.30 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 and comprehensive income included in this release. Management believes that the supplemental presentation of non-GAAP financial information helps to provide insight into the company’s 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 second quarter of 2012 with $57.4 million in cash, cash equivalents and marketable securities, an increase of $6.1 million compared with the first quarter of 2012. In the first six months of 2012, Newport has reduced its total indebtedness by $32.6 million.

Cost Savings Plan

The company noted that it is implementing a broad-based initiative designed to achieve annualized cost savings of $15 million per year. This initiative includes actions currently underway to maximize operating efficiencies through the integration of its recent acquisitions, as well as other cost reduction steps across most of Newport’s businesses. The early results of this cost reduction plan contributed to the $2.2 million sequential reduction in selling, general and administrative expenses in the second quarter compared with the first quarter level.

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Mr. Phillippy continued, “We expect these actions to maximize the benefits of our recent acquisitions, enhance our cash generation and ensure continued growth in profitability. In parallel, we will continue to drive future growth by investing in technology and product development to build upon our industry leading portfolio.”

Financial Outlook

The company noted that it expects its end market demand in the third quarter of 2012 to be similar to the second quarter level. As a result, Newport now expects its sales in the third quarter of 2012 to be similar to or slightly lower than the amount recorded in the second quarter of 2012. As a result of the profit improvement actions in process, the company expects its third quarter 2012 operating income and earnings per diluted share, on a non-GAAP basis, to be slightly higher than the second quarter levels.

Mr. Phillippy concluded, “Our outlook for the remainder of 2012 is more cautious than it was earlier in the year due to the general weakness in economic conditions and, specifically, uncertainty related to government funding. We are taking actions to enhance our profitability and cash generation, while continuing to invest in opportunities to drive future growth. By taking these actions, including capturing integration savings, we will fortify our business in the near term and position ourselves well for enhanced growth and greater profit leverage once global macroeconomic conditions improve.”

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, 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 & 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, August 1, 2012, at 5:00 p.m. Eastern time (2:00 p.m. Pacific time) to review the company’s results for the second quarter

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of 2012 and its outlook for the third quarter 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 877-856-1965 within the U.S. and Canada or 719-325-4790 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, August 8, 2012. The replay passcode is 2543312.

SAFE HARBOR STATEMENT

This news release contains forward-looking statements, including without limitation statements regarding the expected cost savings and other impacts of the company’s cost reduction initiatives, its expectation of future sales growth resulting from its investments in technology and product development, and Newport’s expected end market demand, sales, non-GAAP operating income and non-GAAP earnings per diluted share in the third quarter 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, Newport’s ability to achieve expected benefits from the integration of Ophir Optronics, High Q Laser and ILX Lightwave and its other cost savings initiatives; the strength of business conditions in the industries Newport serves, particularly the semiconductor industry; Newport’s 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 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						Six Months Ended
(In thousands, except per share amounts)	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net sales	$	153,655		$	130,132		$	310,822		$	258,543
Cost of sales		86,772			70,460			175,870			140,995
Gross profit		66,883			59,672			134,952			117,548
Selling, general and administrative expenses		41,887			32,739			85,947			63,212
Research and development expense		13,651			10,196			27,450			20,633
Operating income		11,345			16,737			21,555			33,703
Foreign currency translation gain from dissolution of subsidiary		—			—			—			7,198
Gain on sale of investment		5,298			—			5,298			—
Interest and other expense, net		(2,828	)		(1,624	)		(5,015	)		(4,029	)
Income before income taxes		13,815			15,113			21,838			36,872
Income tax provision		4,754			1,191			6,189			2,191
Net income		9,061			13,922			15,649			34,681
Net loss attributable to non-controlling interests		(93	)		—			(97	)		—
Net income attributable to Newport Corporation	$	9,154		$	13,922		$	15,746		$	34,681
Net income	$	9,061		$	13,922		$	15,649		$	34,681
Other comprehensive income:
Foreign currency translation gains (losses)		(3,485	)		902			(1,898	)		(3,135	)
Unrecognized net pension losses		102			559			86			425
Unrealized gains on marketable securities		(140	)		(900	)		(107	)		(762	)
Comprehensive income	$	5,538		$	14,483		$	13,730		$	31,209
Comprehensive loss attributable to non-controlling interests	$	(69	)	$	—		$	(115	)	$	—
Comprehensive income attributable to Newport Corporation		5,607			14,483			13,845			31,209
Comprehensive income	$	5,538		$	14,483		$	13,730		$	31,209
Net income per share attributable to Newport Corporation:
Basic	$	0.24		$	0.37		$	0.41		$	0.93
Diluted	$	0.24		$	0.36		$	0.40		$	0.89
Shares used in the computation of net income per share:
Basic		38,220			37,477			37,975			37,241
Diluted		38,898			38,788			38,915			38,812
Other operating data:
New orders received during the period	$	148,286		$	143,697		$	334,390		$	273,419
Backlog at the end of period scheduled to ship within 12 months							$	168,706		$	128,775

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Newport Corporation

Supplemental Non-GAAP Measures

(Unaudited)

	Three Months Ended						Six Months Ended
(In thousands, except per share amounts)	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net Sales	$	153,655		$	130,132		$	310,822		$	258,543
Operating income:
Operating income - GAAP	$	11,345		$	16,737		$	21,555		$	33,703
Amortization of intangible assets		5,031			756			10,208			1,512
Stock-based compensation		1,878			1,151			4,092			3,170
Acquisition-related costs		1,503			2,095			3,409			2,339
Restructuring and severance costs		444			575			1,023			711
Gain on sale of assets		—			—			(166	)		—
Non-GAAP operating income	$	20,201		$	21,314		$	40,121		$	41,435
Non-GAAP operating income as a percentage of net sales		13.1	%		16.4	%		12.9	%		16.0	%
Net income attributable to Newport Corporation:
Net income - GAAP	$	9,154		$	13,922		$	15,746		$	34,681
Foreign currency translation gain from dissolution of subsidiary		—			—			—			(7,198	)
Amortization of intangible assets		5,031			756			10,208			1,512
Stock-based compensation		1,878			1,151			4,092			3,170
Acquisition-related costs		1,503			2,095			3,409			2,339
Restructuring and severance costs		444			575			1,023			711
Gain on sale of assets		(5,298	)		(619	)		(5,464	)		(619	)
Release of valuation allowance against certain deferred tax assets		—			—			(1,391	)		—
Income tax provision on non-GAAP adjustments		(1,096	)		(172	)		(3,865	)		(495	)
Non-GAAP net income	$	11,616		$	17,708		$	23,758		$	34,101
Net income per diluted share attributable to Newport Corporation:
Net income - GAAP	$	0.24		$	0.36		$	0.40		$	0.89
Total non-GAAP adjustments		0.06			0.10			0.21			(0.01	)
Non-GAAP net income per diluted share	$	0.30		$	0.46		$	0.61		$	0.88

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Newport Corporation

Consolidated Balance Sheets

(Unaudited)

(In thousands)	June 30, 2012		December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	49,718	$	55,701
Restricted cash		2,938		12,367
Marketable securities		4,776		4,787
Accounts receivable, net		100,742		97,690
Notes receivable, net		3,366		2,091
Inventories, net		108,718		112,968
Deferred income taxes		29,746		30,339
Prepaid expenses and other current assets		14,623		15,374
Total current assets		314,627		331,317
Property and equipment, net		86,267		89,873
Goodwill		146,793		143,259
Deferred income taxes		8,938		9,289
Intangible assets, net		145,075		150,572
Investments and other assets		40,149		39,759
	$	741,849	$	764,069
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings, net	$	31,625	$	45,149
Accounts payable		31,067		30,856
Accrued payroll and related expenses		30,468		36,914
Accrued expenses and other current liabilities		37,627		39,800
Total current liabilities		130,787		152,719
Long-term debt, net		158,943		178,043
Accrued pension liabilities		24,887		24,444
Other liabilities		37,823		36,586
Total stockholders’ equity of Newport Corporation		387,545		370,258
Non-controlling interests		1,864		2,019
Total stockholders’ equity		389,409		372,277
	$	741,849	$	764,069

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