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8-K - 8-K - NEWPORT CORPa13-5666_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 FOURTH QUARTER

AND YEAR END 2012 RESULTS

 

Irvine, California — February 20, 2013 — Newport Corporation (NASDAQ: NEWP) today reported financial results for its fourth quarter and full year ended December 29, 2012, and its outlook for 2013.  The company noted the following regarding the fourth quarter results:

 

·                  Net sales of $141.6 million;

·                  Net loss attributable to Newport Corporation of $112.8 million, or $2.94 per share, when measured according to generally accepted accounting principles (GAAP);

·                  Non-GAAP net income of $14.3 million, or $0.37 per diluted share, excluding the impairment of assets related to Ophir, acquisition expenses, restructuring and severance costs, the amortization of intangible assets, stock-based compensation expense, and the tax impact of excluded amounts; and

·                  Cash generated from operations of $27.1 million, which contributed to an increase in cash and marketable securities of $23.5 million in the fourth quarter, to $100.4 million.

 

Commenting on the results, Robert J. Phillippy, Newport’s President and Chief Executive Officer, stated, “The fourth quarter was another demonstration of solid operational execution by the Newport team.  Our non-GAAP operating income, non-GAAP earnings per share and cash from operations all reached their highest levels of the year, despite a slight sequential reduction in revenue.  We continue to implement our strategic plan, with specific focus on long-term growth initiatives and effective operational execution, to position Newport to achieve significant growth in sales and profitability in the future.”

 



 

Sales and Orders

 

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

 

 

 

Three Months Ended

 

Year Ended

 

Percentage Change vs.
Prior Year Period

 

 

 

 

 

 

 

 

 

 

 

Fourth

 

Year

 

 

 

December 29,

 

December 31,

 

December 29,

 

December 31,

 

Quarter

 

Ended

 

(In thousands, except percentages, unaudited)

 

2012

 

2011 (1)

 

2012

 

2011 (1)

 

2012

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales by End Market

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scientific research and defense/security

 

$

51,630

 

$

60,826

 

$

202,548

 

$

183,702

 

-15.1

%

10.3

%

Microelectronics

 

28,632

 

35,778

 

138,773

 

157,786

 

-20.0

%

-12.0

%

Life and health sciences

 

32,283

 

37,985

 

132,268

 

120,037

 

-15.0

%

10.2

%

Industrial manufacturing and other

 

29,098

 

26,324

 

121,757

 

83,529

 

10.5

%

45.8

%

Total

 

$

141,643

 

$

160,913

 

$

595,346

 

$

545,054

 

-12.0

%

9.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Orders by End Market

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scientific research and defense/security

 

$

52,771

 

$

55,787

 

$

203,379

 

$

183,526

 

-5.4

%

10.8

%

Microelectronics

 

26,153

 

31,701

 

142,900

 

163,536

 

-17.5

%

-12.6

%

Life and health sciences

 

26,975

 

37,258

 

143,275

 

113,869

 

-27.6

%

25.8

%

Industrial manufacturing and other

 

27,973

 

26,226

 

122,481

 

82,065

 

6.7

%

49.2

%

Total

 

$

133,872

 

$

150,972

 

$

612,035

 

$

542,996

 

-11.3

%

12.7

%

 


Notes:

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

 

In the fourth quarter of 2012, the company’s sales and orders decreased 12.0% and 11.3%, respectively, compared with the fourth quarter of 2011, due to weakness in most of its end markets.  However, the company noted that sales to and orders from customers in its industrial manufacturing and other end markets increased 10.5% and 6.7%, respectively, compared with the prior year period.

 

On a sequential basis, sales declined slightly compared with the third quarter of 2012, due to weaker demand in the microelectronics and industrial manufacturing markets, offset by higher sales to customers in the scientific research and life and health sciences markets.  New orders in the fourth quarter of 2012 declined 6.9% compared with the third quarter level, due primarily to lower demand from customers in the microelectronics and life and health sciences end markets, offset in part by higher demand from customers in the scientific research and industrial manufacturing end markets.

 

Operating Income (Loss) and Net Income (Loss)

 

Newport reported an operating loss for the fourth quarter of 2012 of $116.3 million when calculated in accordance with GAAP.  This operating loss was due to a $130.9 million non-cash charge relating to the impairment of goodwill, intangible and other assets associated with the acquisition of Ophir.  On a non-GAAP basis, excluding the impairment charge related to Ophir, acquisition-related expenses, restructuring and severance costs, amortization of intangible assets and stock-based compensation expense, the company’s operating income for the fourth quarter of 2012 was $21.6 million, or 15.2% of net sales.

 

2



 

On a GAAP basis, the company reported a net loss attributable to Newport Corporation for the fourth quarter of 2012 of $112.8 million, or $2.94 per share.  On a non-GAAP basis, excluding the items referenced above and the tax impact of such excluded amounts, net income for the fourth quarter of 2012 was $14.3 million, or $0.37 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 on page 7 of this release.  Management believes that the supplemental presentation of non-GAAP financial information provides insight into the company’s core business results, as well as a more meaningful comparison of its financial results between periods.

 

Cash, Cash Equivalents and Marketable Securities

 

In the fourth quarter of 2012, Newport generated $27.1 million in cash from operations, which was the highest level in any quarter of the year.  During the full year of 2012, Newport generated cash from operations of $81.4 million and reduced its total indebtedness by $39.5 million, or 18%.  As of December 29, 2012, the company had a total of $100.4 million in cash and marketable securities.

 

Financial Outlook

 

Commenting on Newport’s outlook for 2013, Mr. Phillippy said, “Over the past year we have integrated our recent acquisitions, improved operational efficiencies and increased our cash generation despite very challenging market conditions.  Based on the input we have received from our customers, we expect market conditions to improve during the course of 2013 and our sales to increase in the second half of the year.  However, we have not yet seen a meaningful increase in order activity, and based on our current backlog we expect our net sales in the first quarter of 2013 to be slightly lower on a sequential basis.  Additionally, we expect our non-GAAP operating income and non-GAAP earnings per diluted share to decline sequentially in the first quarter, due to an increase in our operating expenses resulting from the seasonal nature of some expenses and continued investment to fund our growth initiatives.  We expect the benefit of these investments, coupled with improved market conditions, to position us well to deliver solid financial results in 2013 and beyond.”

 

3



 

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.

 

To download Newport’s investor relations app, which offers access to its SEC filings, press releases, videos, audiocasts and more, please visit Apple’s App Store for the iPhone and iPad or Google Play for Android mobile devices.

 

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, February 20, 2013, at 5:00 p.m. Eastern time (2:00 p.m. Pacific time) to review the company’s results for the fourth quarter of 2012 and business outlook for 2013.  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 877-889-9587 within the U.S. and Canada or 973-935-2046 from abroad.  The passcode to enter the conference call is 94827664.

 

The webcast will be archived on the Newport website and can be reached through the same link.  An archived webcast will also be available on Newport’s investor relations app.  A telephonic playback of the conference call 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 6:00 p.m. Eastern time on Wednesday, February 20, 2013, and continue through 11:59 p.m. Eastern time on Wednesday, February 27, 2013.  The replay passcode is 94827664.

 

4



 

SAFE HARBOR STATEMENT

 

This news release contains forward-looking statements, including without limitation statements regarding the company’s expectation of significant future growth in sales and profitability resulting from its focus on its long-term growth initiatives and its effective operational execution, its expectation of improved market conditions during the course of 2013, Newport’s expected sales, operating expenses, non-GAAP operating income and non-GAAP earnings per diluted share levels in the first quarter of 2013, and the company’s expectation of increased sales in the second half of 2013 and solid financial results in 2013 and beyond.  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 acquired businesses 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 Operations and Comprehensive Income (Loss)

(Unaudited)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 29,

 

December 31,

 

December 29,

 

December 31,

 

(In thousands, except per share amounts)

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

141,643

 

$

160,913

 

$

595,346

 

$

545,054

 

Cost of sales

 

78,815

 

94,515

 

334,758

 

305,325

 

Gross profit

 

62,828

 

66,398

 

260,588

 

239,729

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

35,914

 

47,007

 

159,181

 

140,636

 

Research and development expense

 

12,395

 

13,485

 

52,714

 

45,270

 

Impairment charge

 

130,853

 

 

130,853

 

 

Operating income (loss)

 

(116,334

)

5,906

 

(82,160

)

53,823

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain from dissolution of subsidiary

 

 

 

 

7,198

 

Recovery of note receivable and other amounts related to previously discontinued operations, net

 

 

 

 

619

 

Gain on sale of investments

 

 

 

6,248

 

 

Loss on extinguishment of debt

 

 

(582

)

 

(582

)

Interest and other expense, net

 

(1,462

)

(3,554

)

(8,559

)

(10,550

)

Income (loss) before income taxes

 

(117,796

)

1,770

 

(84,471

)

50,508

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

(4,665

)

(32,709

)

5,479

 

(29,154

)

Net income (loss)

 

(113,131

)

34,479

 

(89,950

)

79,662

 

Net loss attributable to non-controlling interests

 

(326

)

(46

)

(527

)

(46

)

Net income (loss) attributable to Newport Corporation

 

$

(112,805

)

$

34,525

 

$

(89,423

)

$

79,708

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(113,131

)

$

34,479

 

$

(89,950

)

$

79,662

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Foreign currency translation gains (losses)

 

1,668

 

(1,573

)

1,169

 

(10,222

)

Unrecognized net pension gains (losses)

 

(2,339

)

7

 

(2,243

)

551

 

Unrealized gains (losses) on marketable securities

 

168

 

(84

)

48

 

(365

)

Comprehensive income (loss)

 

$

(113,634

)

$

32,829

 

$

(90,976

)

$

69,626

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss attributable to non-controlling interests

 

$

(384

)

$

(57

)

$

(593

)

$

(57

)

Comprehensive income (loss) attributable to Newport Corporation

 

(113,250

)

32,886

 

(90,383

)

69,683

 

Comprehensive income (loss)

 

$

(113,634

)

$

32,829

 

$

(90,976

)

$

69,626

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to Newport Corporation:

 

 

 

 

 

 

 

 

 

Basic

 

$

(2.94

)

$

0.92

 

$

(2.35

)

$

2.13

 

Diluted

 

$

(2.94

)

$

0.90

 

$

(2.35

)

$

2.06

 

 

 

 

 

 

 

 

 

 

 

Shares used in the computation of net income (loss) per share:

 

 

 

 

 

 

 

 

 

Basic

 

38,316

 

37,602

 

38,133

 

37,407

 

Diluted

 

38,316

 

38,495

 

38,133

 

38,673

 

 

 

 

 

 

 

 

 

 

 

Other operating data:

 

 

 

 

 

 

 

 

 

New orders received during the period

 

$

133,872

 

$

150,972

 

$

612,035

 

$

542,996

 

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

 

 

 

 

 

$

154,216

 

$

168,697

 

 

6



 

Newport Corporation

Supplemental Non-GAAP Measures

(Unaudited)

 

 

 

Three Months Ended

 

Year Ended

 

(In thousands, except per share amounts)

 

December 29,
2012

 

December 31,
2011

 

December 29,
2012

 

December 31,
2011

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

141,643

 

$

160,913

 

$

595,346

 

$

545,054

 

 

 

 

 

 

 

 

 

 

 

Cost of sales:

 

 

 

 

 

 

 

 

 

Cost of sales - GAAP

 

$

78,815

 

$

94,515

 

$

334,758

 

$

305,325

 

Amortization of intangible assets

 

890

 

180

 

2,321

 

720

 

Stock-based compensation expense

 

203

 

134

 

693

 

488

 

Acquisition-related costs

 

 

3,844

 

808

 

3,844

 

Non-GAAP cost of sales

 

77,722

 

90,357

 

330,936

 

300,273

 

Non-GAAP gross profit

 

$

63,921

 

$

70,556

 

$

264,410

 

$

244,781

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP gross profit as a percentage of net sales

 

45.1

%

43.8

%

44.4

%

44.9

%

 

 

 

 

 

 

 

 

 

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

Operating income (loss) - GAAP

 

$

(116,334

)

$

5,906

 

$

(82,160

)

$

53,823

 

Impairment charge

 

130,853

 

 

130,853

 

 

Amortization of intangible assets

 

2,878

 

4,955

 

17,701

 

7,753

 

Stock-based compensation

 

2,104

 

1,522

 

8,369

 

6,201

 

Acquisition-related costs

 

785

 

7,857

 

5,127

 

10,955

 

Restructuring and severance costs

 

1,288

 

1,175

 

3,134

 

2,174

 

Gain on sale of assets

 

 

 

(166

)

 

Non-GAAP operating income

 

$

21,574

 

$

21,415

 

$

82,858

 

$

80,906

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP operating income as a percentage of net sales

 

15.2

%

13.3

%

13.9

%

14.8

%

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Newport Corporation:

 

 

 

 

 

 

 

 

 

Net income (loss) - GAAP

 

$

(112,805

)

$

34,525

 

$

(89,423

)

$

79,708

 

Impairment charge

 

130,853

 

 

130,853

 

 

Foreign currency translation gain from dissolution of subsidiary

 

 

 

 

(7,198

)

Amortization of intangible assets

 

2,878

 

4,955

 

17,701

 

7,753

 

Stock-based compensation

 

2,104

 

1,522

 

8,369

 

6,201

 

Acquisition-related costs

 

785

 

7,857

 

5,127

 

10,955

 

Restructuring and severance costs

 

1,288

 

1,175

 

3,134

 

2,174

 

Gain on sale of assets

 

 

 

(6,414

)

(619

)

Loss on extinguishment of debt

 

 

582

 

 

582

 

Commitment fee for interim revolving line of credit

 

 

 

 

500

 

Release of valuation allowance against certain deferred tax assets

 

 

(34,052

)

(1,815

)

(34,052

)

Income tax provision on non-GAAP adjustments

 

(10,848

)

(1,162

)

(15,842

)

(2,224

)

Non-GAAP net income

 

$

14,255

 

$

15,402

 

$

51,690

 

$

63,780

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per diluted share attributable to Newport Corporation:

 

 

 

 

 

 

 

 

 

Net income (loss) - GAAP

 

$

(2.94

)

$

0.90

 

$

(2.35

)

$

2.06

 

Total non-GAAP adjustments

 

3.31

 

(0.50

)

3.68

 

(0.41

)

Non-GAAP net income per diluted share

 

$

0.37

 

$

0.40

 

$

1.33

 

$

1.65

 

 

 

 

 

 

 

 

 

 

 

Dilutive shares used in computation of non-GAAP net income

 

38,764

 

38,495

 

38,810

 

38,673

 

 

7



 

Newport Corporation

Consolidated Balance Sheets

(Unaudited)

 

 

 

December 29,

 

December 31,

 

(In thousands)

 

2012

 

2011

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

88,767

 

$

55,701

 

Restricted cash

 

3,107

 

12,367

 

Marketable securities

 

8,498

 

4,787

 

Accounts receivable, net

 

89,445

 

97,690

 

Notes receivable, net

 

1,536

 

2,091

 

Inventories, net

 

108,728

 

112,968

 

Deferred income taxes

 

19,872

 

30,339

 

Prepaid expenses and other current assets

 

17,727

 

15,374

 

Total current assets

 

337,680

 

331,317

 

 

 

 

 

 

 

Property and equipment, net

 

82,843

 

89,873

 

Goodwill

 

79,586

 

143,259

 

Deferred income taxes

 

5,646

 

9,289

 

Intangible assets, net

 

77,446

 

150,572

 

Investments and other assets

 

37,760

 

39,759

 

 

 

$

620,961

 

$

764,069

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term borrowings, net

 

$

32,985

 

$

45,149

 

Accounts payable

 

31,061

 

30,856

 

Accrued payroll and related expenses

 

29,096

 

36,914

 

Accrued expenses and other current liabilities

 

34,696

 

39,800

 

Total current liabilities

 

127,838

 

152,719

 

 

 

 

 

 

 

Long-term debt, net

 

150,758

 

178,043

 

Accrued pension liabilities

 

27,764

 

24,444

 

Other liabilities

 

23,783

 

36,586

 

 

 

 

 

 

 

Total stockholders’ equity of Newport

 

289,432

 

370,258

 

Non-controlling interests

 

1,386

 

2,019

 

Total stockholders’ equity

 

290,818

 

372,277

 

 

 

$

620,961

 

$

764,069

 

 

8