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8-K - 8-K - NEWPORT CORPa12-25715_18k.htm

Exhibit 99.1

 

 

Press Release

 

Contact:

Charles F. Cargile, 949/863-3144

Newport Corporation, Irvine, CA

investor@newport.com

or

Rob Fink, 212/896-1206

KCSA Strategic Communications

Newport@kcsa.com

 

NEWPORT CORPORATION REPORTS

THIRD QUARTER 2012 RESULTS

 

Irvine, California — October 31, 2012 — Newport Corporation (NASDAQ: NEWP) today reported financial results for its third quarter and nine months ended September 29, 2012, and its outlook for the fourth quarter of 2012.  The company noted the following highlights regarding the third quarter:

 

·                  Net sales of $142.9 million;

 

·                  Net income attributable to Newport Corporation of $7.6 million, or $0.20 per diluted share, when measured according to generally accepted accounting principles (GAAP);

 

·                  Net income attributable to Newport Corporation of $13.7 million, or $0.35 per diluted share, when measured on a non-GAAP basis, excluding expenses related to recent acquisitions, restructuring and severance costs, the amortization of intangible assets, stock-based compensation expense, a gain resulting from the sale of a minority-owned investment, and the tax impact of such excluded amounts;

 

·                  Cash from operations of $26.0 million, of which $4.6 million was used to reduce indebtedness; and

 

·                  The company is ahead of schedule in its 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, “Our third quarter operating income, non-GAAP earnings per share and cash from operations were all at the highest levels we have achieved in any quarter in 2012, despite challenging conditions in our end markets.  The $15 million cost reduction plan we launched earlier this year was well timed, and we are implementing it effectively.  In parallel, we continue to execute our strategic plan, with a focus on new product development and market share gains.  These combined efforts will enable us to achieve strong growth and significant operating leverage as market conditions improve.”

 

Sales and Orders

 

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

 

 

 

 

 

 

 

 

 

 

 

Percentage Change vs.
Prior Year Period

 

 

 

Three Months Ended

 

Nine Months Ended

 

Third

 

Nine

 

 

 

September 29,

 

October 1,

 

September 29,

 

October 1,

 

Quarter

 

Months

 

(In thousands, except percentages, unaudited)

 

2012

 

2011 (1)

 

2012

 

2011 (1)

 

2012

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales by End Market

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scientific research and defense/security

 

$

49,935

 

$

41,931

 

$

151,330

 

$

122,986

 

19.1

%

23.0

%

Microelectronics

 

32,799

 

34,093

 

110,150

 

122,008

 

-3.8

%

-9.7

%

Life and health sciences

 

29,200

 

30,753

 

99,509

 

81,785

 

-5.0

%

21.7

%

Industrial manufacturing and other

 

30,947

 

18,821

 

92,714

 

57,362

 

64.4

%

61.6

%

Total

 

$

142,881

 

$

125,598

 

$

453,703

 

$

384,141

 

13.8

%

18.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Orders by End Market

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scientific research and defense/security

 

$

51,775

 

$

44,369

 

$

151,054

 

$

127,876

 

16.7

%

18.1

%

Microelectronics

 

32,596

 

32,080

 

116,756

 

131,835

 

1.6

%

-11.4

%

Life and health sciences

 

32,999

 

24,079

 

115,939

 

76,287

 

37.0

%

52.0

%

Industrial manufacturing and other

 

26,403

 

18,077

 

94,414

 

56,026

 

46.1

%

68.5

%

Total

 

$

143,773

 

$

118,605

 

$

478,163

 

$

392,024

 

21.2

%

22.0

%

 


Notes:

 

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

 

In the third quarter of 2012, sales and orders increased 13.8% and 21.2%, respectively, compared with the third quarter of 2011, as weakness in some end markets was more than offset by the contributions from the acquisitions of Ophir Optronics and ILX Lightwave, which were not included in the results of the prior year period.  These acquisitions added $26.1 million in sales and $29.0 million in new orders in the third quarter of 2012.

 

On a sequential basis, sales declined 7.0% compared with the second quarter of 2012, as stronger sales to customers in Newport’s scientific research and defense/security markets partially offset the weakness in the company’s other target end markets.  New orders declined 3.0% in the third quarter of 2012 compared with the second quarter level, due to lower orders from customers in the company’s microelectronics and industrial and other markets, offset in part by higher orders from customers in the company’s life and health sciences and scientific research and defense/security end markets.

 

2



 

Operating Income and Net Income

 

Newport reported operating income for the third quarter of 2012 of $12.6 million, or 8.8% of net sales, when calculated in accordance with 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 third quarter of 2012 was $21.2 million, or 14.8% of net sales.

 

The company reported net income attributable to Newport Corporation for the third quarter of 2012 of $7.6 million, or $0.20 per diluted share, when calculated in accordance with GAAP.  On a non-GAAP basis, excluding the items referenced above, a gain on the sale of a minority-owned investment and the tax impact of such excluded amounts, net income attributable to Newport Corporation for the third quarter of 2012 was $13.7 million, or $0.35 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 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

 

In the third quarter of 2012, Newport generated $26.0 million in cash from operations, of which $4.6 million was used to reduce indebtedness.  The company ended the quarter with $76.9 million in cash, cash equivalents and marketable securities, an increase of $19.4 million compared with the second quarter of 2012.  In the first nine months of 2012, Newport has generated $54.3 million in cash from operations and reduced its total indebtedness by $37.2 million.

 

Cost Reduction Plan

 

The company noted that it continues to implement its 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 the company’s recent acquisitions, as well as other cost reduction steps.  The results of this cost reduction plan contributed significantly to the $4.6 million reduction in selling, general and administrative expenses in the third quarter compared with the second quarter level.

 

3



 

Financial Outlook

 

The company noted that it does not see a near-term catalyst for improvement in overall market conditions.  As such, the company expects its sales, non-GAAP operating income and non-GAAP net income in the fourth quarter of 2012 to be similar to the third quarter levels.

 

Mr. Phillippy concluded, “Due to the uncertainty in market conditions, our outlook remains cautious.  As we have done successfully during prior periods of weak market demand, we are continuing to invest in opportunities to drive future growth, while taking actions to enhance our profitability and cash generation.  This balanced approach will fortify our business in the near term and position us well for 2013 and beyond.”

 

ABOUT NEWPORT CORPORATION

 

Newport Corporation is a leading global supplier of advanced-technology products and systems to customers in the scientific research and defense/security, microelectronics, life and health sciences and industrial manufacturing 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.

 

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, October 31, 2012, at 5:00 p.m. Eastern time (2:00 p.m. Pacific time) to review the company’s results for the third quarter of 2012 and its outlook for the fourth 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.  The call also will be available to investors and analysts by dialing 877-375-4189 within the U.S. and Canada or 973-935-2046 from abroad.

 

The webcast will be archived on the Newport website and can be reached through the same link.  A telephonic playback of the conference call also will be available by calling 855-859-2056 within the U.S. and Canada and 404-537-3406 from abroad.  Playback will be available beginning at 8:00 p.m. Eastern time today and continue through 11:59 p.m. Eastern time on Wednesday, November 7, 2012.  The replay passcode is 45243447.

 

4



 

SAFE HARBOR STATEMENT

 

This news release contains forward-looking statements, including without limitation statements regarding the status and expected cost savings and other impacts of the company’s cost reduction initiatives, its expectation of strong future sales growth, operating leverage, profitability and cash generation resulting from its execution of its strategic plan and its cost reduction initiatives, and Newport’s expected end market demand, sales, non-GAAP operating income and non-GAAP net income levels in the fourth 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 and defense/security industries; 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.

 

###

 

5



 

Newport Corporation

Consolidated Statements of Income and Comprehensive Income

(Unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 29,

 

October 1,

 

September 29,

 

October 1,

 

(In thousands, except per share amounts)

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

142,881

 

$

125,598

 

$

453,703

 

$

384,141

 

Cost of sales

 

80,073

 

69,815

 

255,943

 

210,810

 

Gross profit

 

62,808

 

55,783

 

197,760

 

173,331

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

37,320

 

30,417

 

123,267

 

93,629

 

Research and development expense

 

12,869

 

11,152

 

40,319

 

31,785

 

Operating income

 

12,619

 

14,214

 

34,174

 

47,917

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain from dissolution of subsidiary

 

 

 

 

7,198

 

Gain on sale of investments

 

950

 

 

6,248

 

 

Interest and other expense, net

 

(2,082

)

(2,348

)

(7,097

)

(6,377

)

Income before income taxes

 

11,487

 

11,866

 

33,325

 

48,738

 

 

 

 

 

 

 

 

 

 

 

Income tax provision

 

3,955

 

1,364

 

10,144

 

3,555

 

Net income

 

7,532

 

10,502

 

23,181

 

45,183

 

Net loss attributable to non-controlling interests

 

(104

)

 

(201

)

 

Net income attributable to Newport Corporation

 

$

7,636

 

$

10,502

 

$

23,382

 

$

45,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

7,532

 

$

10,502

 

$

23,181

 

$

45,183

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

Foreign currency translation gains (losses)

 

1,399

 

(5,514

)

(499

)

(8,649

)

Unrecognized net pension losses

 

10

 

119

 

96

 

544

 

Unrealized gains (losses) on marketable securities

 

(13

)

481

 

(120

)

(281

)

Comprehensive income

 

$

8,928

 

$

5,588

 

$

22,658

 

$

36,797

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss attributable to non-controlling interests

 

$

(94

)

$

 

$

(209

)

$

 

Comprehensive income attributable to Newport Corporation

 

9,022

 

5,588

 

22,867

 

36,797

 

Comprehensive income

 

$

8,928

 

$

5,588

 

$

22,658

 

$

36,797

 

 

 

 

 

 

 

 

 

 

 

Net income per share attributable to Newport Corporation:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.20

 

$

0.28

 

$

0.61

 

$

1.21

 

Diluted

 

$

0.20

 

$

0.27

 

$

0.60

 

$

1.17

 

 

 

 

 

 

 

 

 

 

 

Shares used in the computation of net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

38,264

 

37,543

 

38,072

 

37,342

 

Diluted

 

38,645

 

38,571

 

38,825

 

38,732

 

 

 

 

 

 

 

 

 

 

 

Other operating data:

 

 

 

 

 

 

 

 

 

New orders received during the period

 

$

143,773

 

$

118,605

 

$

478,163

 

$

392,024

 

Backlog at the end of period scheduled to ship within 12 months

 

 

 

 

 

$

154,972

 

$

152,377

 

 

6



 

Newport Corporation

Supplemental Non-GAAP Measures

(Unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

(In thousands, except per share amounts)

 

September 29,
2012

 

October 1,
2011

 

September 29,
2012

 

October 1,
2011

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

142,881

 

$

125,598

 

$

453,703

 

$

384,141

 

 

 

 

 

 

 

 

 

 

 

Cost of sales:

 

 

 

 

 

 

 

 

 

Cost of sales - GAAP

 

$

80,073

 

$

69,815

 

$

255,943

 

$

210,810

 

Amortization of intangible assets

 

1,071

 

180

 

1,431

 

540

 

Stock-based compensation expense

 

189

 

133

 

490

 

354

 

Acquisition-related costs

 

 

 

808

 

 

Non-GAAP cost of sales

 

78,813

 

69,502

 

253,214

 

209,916

 

Non-GAAP gross profit

 

$

64,068

 

$

56,096

 

$

200,489

 

$

174,225

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP gross profit as a percentage of net sales

 

44.8

%

44.7

%

44.2

%

45.4

%

 

 

 

 

 

 

 

 

 

 

Operating income:

 

 

 

 

 

 

 

 

 

Operating income - GAAP

 

$

12,619

 

$

14,214

 

$

34,174

 

$

47,917

 

Amortization of intangible assets

 

4,615

 

1,286

 

14,823

 

2,798

 

Stock-based compensation

 

2,173

 

1,509

 

6,265

 

4,679

 

Acquisition-related costs

 

933

 

759

 

4,342

 

3,098

 

Restructuring and severance costs

 

823

 

288

 

1,846

 

999

 

Gain on sale of assets

 

 

 

(166

)

 

Non-GAAP operating income

 

$

21,163

 

$

18,056

 

$

61,284

 

$

59,491

 

Non-GAAP operating income as a percentage of net sales

 

14.8

%

14.4

%

13.5

%

15.5

%

 

 

 

 

 

 

 

 

 

 

Net income attributable to Newport Corporation:

 

 

 

 

 

 

 

 

 

Net income - GAAP

 

$

7,636

 

$

10,502

 

$

23,382

 

$

45,183

 

Foreign currency translation gain from dissolution of subsidiary

 

 

 

 

(7,198

)

Amortization of intangible assets

 

4,615

 

1,286

 

14,823

 

2,798

 

Stock-based compensation

 

2,173

 

1,509

 

6,265

 

4,679

 

Acquisition-related costs

 

933

 

759

 

4,342

 

3,098

 

Restructuring and severance costs

 

823

 

288

 

1,846

 

999

 

Gain on sale of assets

 

(950

)

 

(6,414

)

(619

)

Commitment fee for interim revolving line of credit

 

 

500

 

 

500

 

Release of valuation allowance against certain deferred tax assets

 

(424

)

 

(1,815

)

 

Income tax provision on non-GAAP adjustments

 

(1,129

)

(567

)

(4,994

)

(1,062

)

Non-GAAP net income

 

$

13,677

 

$

14,277

 

$

37,435

 

$

48,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per diluted share attributable to Newport Corporation:

 

 

 

 

 

 

 

 

 

Net income - GAAP

 

$

0.20

 

$

0.27

 

$

0.60

 

$

1.17

 

Total non-GAAP adjustments

 

0.15

 

0.10

 

0.36

 

0.08

 

Non-GAAP net income per diluted share

 

$

0.35

 

$

0.37

 

$

0.96

 

$

1.25

 

 

7



 

Newport Corporation

Consolidated Balance Sheets

(Unaudited)

 

 

 

September 29,

 

December 31,

 

(In thousands)

 

2012

 

2011

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

67,760

 

$

55,701

 

Restricted cash

 

2,954

 

12,367

 

Marketable securities

 

6,158

 

4,787

 

Accounts receivable, net

 

94,010

 

97,690

 

Notes receivable, net

 

2,680

 

2,091

 

Inventories, net

 

110,940

 

112,968

 

Deferred income taxes

 

29,809

 

30,339

 

Prepaid expenses and other current assets

 

15,869

 

15,374

 

Total current assets

 

330,180

 

331,317

 

 

 

 

 

 

 

Property and equipment, net

 

84,198

 

89,873

 

Goodwill

 

146,880

 

143,259

 

Deferred income taxes

 

9,151

 

9,289

 

Intangible assets, net

 

140,546

 

150,572

 

Investments and other assets

 

38,697

 

39,759

 

 

 

$

749,652

 

$

764,069

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term borrowings, net

 

$

34,421

 

$

45,149

 

Accounts payable

 

29,806

 

30,856

 

Accrued payroll and related expenses

 

27,800

 

36,914

 

Accrued expenses and other current liabilities

 

41,960

 

39,800

 

Total current liabilities

 

133,987

 

152,719

 

 

 

 

 

 

 

Long-term debt, net

 

151,542

 

178,043

 

Accrued pension liabilities

 

25,649

 

24,444

 

Other liabilities

 

37,934

 

36,586

 

 

 

 

 

 

 

Total stockholders’ equity of Newport

 

398,770

 

370,258

 

Non-controlling interests

 

1,770

 

2,019

 

Total stockholders’ equity

 

400,540

 

372,277

 

 

 

$

749,652

 

$

764,069

 

 

8