Form 8-K NEWPORT CORP For: Oct 29

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.� 20549

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FORM�8-K

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CURRENT REPORT

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Pursuant to Section�13 or 15(d)�of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported)

October�29, 2014

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NEWPORT CORPORATION

(Exact name of registrant as specified in its charter)

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(949) 863-3144

(Registrant�s telephone number, including area code)

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Not Applicable

(Former name or former address, if changed since last report)

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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:

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o����������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o����������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o����������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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o����������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02.� Results of Operations and Financial Condition.

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On October�29, 2014, Newport Corporation (the �Company�) announced its financial results for the third quarter and nine months ended September�27, 2014, as well as its financial outlook for the fourth quarter of 2014.� The press release issued by the Company in connection with the announcement is attached to this report as Exhibit�99.1.

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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 Company 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.� The Company�s publicly filed reports and other filings can be found on the Securities and Exchange Commission�s website at www.sec.gov.� In addition, the Company will file a proxy statement and white proxy card in connection with its upcoming 2015 annual meeting of stockholders, which will be made available on the SEC�s website.

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Use of Non-GAAP Financial Measures

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In the press release attached to this report as Exhibit�99.1, the Company 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.

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The Company has provided non-GAAP measures of (1)�gross profit, (2)�operating income, (3)�net income attributable to Newport Corporation, and (4)�net income per diluted share attributable to Newport Corporation, for the three months and nine months ended September�27, 2014 and September�28, 2013, which exclude a number of items that management considers to be outside of the Company�s core operating results.� A table detailing the items excluded from the non-GAAP measures and reconciling such non-GAAP results with the Company�s GAAP results is included following the consolidated statements of income and comprehensive income that are a part of the press release.

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The Company has provided this non-GAAP information in addition to its GAAP results with the intent of providing both management and investors with an enhanced understanding of the Company�s core operating results and performance trends, and with additional measures that the Company believes are useful for comparing the Company�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 Company believes that the items excluded from these non-GAAP measures generally do not reflect the ongoing operating performance of the Company�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 Company�s incentive plans.

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However, the presentation of this additional information is not meant to be considered in isolation or as a substitute for the Company�s financial measures prepared in accordance with GAAP.� These non-GAAP measures exclude items that may have a material impact on the Company�s operating results calculated in accordance with GAAP, which impact is included in the Company�s GAAP financial statements.� Although the Company believes it is useful for investors to view the Company�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 Company for other uses.� To gain a comprehensive understanding of all impacts on the Company�s income from any and all events, management also relies upon the Company�s GAAP financial statements, and investors should as well.� Further, the Company 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.

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The Company expects to incur stock-based compensation expense, amortization of intangible assets, and acquisition-related, restructuring and severance costs in future periods, and may also incur other items, such as significant gains or losses from contingencies.� Additionally, the Company may be impacted by significant tax matters in future periods.� The Company 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.

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Item 9.01.� Financial Statements and Exhibits.

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(d)� Exhibits.

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SIGNATURES

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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.

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EXHIBIT�INDEX

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Exhibit�99.1

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Press Release

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Contact:

Charles F. Cargile, 949/863-3144

Newport Corporation,�Irvine, CA

[email protected]

or

Rob Fink, 212/896-1206

KCSA Strategic Communications

[email protected]

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NEWPORT CORPORATION REPORTS

THIRD QUARTER 2014 RESULTS

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Irvine, California � October�29, 2014 � Newport Corporation (NASDAQ: NEWP) today reported financial results for its third quarter and nine months ended September�27, 2014, and its outlook for the fourth quarter of 2014.� The company noted the following regarding the third quarter results:

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������������������������ Net sales of $146.3 million;

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������������������������ New orders of $147.3 million;

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������������������������ Net income attributable to Newport Corporation of $9.5 million, or $0.23 per diluted share, when measured according to generally accepted accounting principles (GAAP);

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������������������������ Non-GAAP net income of $13.6 million, or $0.33 per diluted share, excluding the amortization of intangible assets, stock-based compensation expense, acquisition-related, restructuring and severance costs, a one-time tax benefit and the tax impact of the excluded amounts;

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������������������������ Cash generated from operations of $5.4 million, and a net debt position of $2.4 million at the end of the quarter; and

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������������������������ Repurchases of approximately 242,000 shares of common stock for approximately $4.5 million during the quarter.

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Commenting on the results, Robert J. Phillippy, Newport�s President and Chief Executive Officer, stated, �We grew our third quarter sales by 5.2% and our non-GAAP net income by 9.2% on a year-over-year basis.� In addition, we already have excellent momentum in the fourth quarter, as exemplified by some significant orders we have recorded in October.� Earlier this week, we received a $25.7 million order from an existing customer for ultrafast lasers used in surgical applications, which we expect to ship within the next 18 to 24 months.� We have also received several substantial new orders from a key semiconductor manufacturing equipment customer relating to the collaborative development program for next generation semiconductor equipment that was launched late last year.� These orders make us very confident that our book-to-bill ratio for the full year 2014 will be well in excess of 1.0, and that our backlog entering 2015 will be at the highest level in our history.�

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Sales and Orders

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

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In the third quarter of 2014, the company�s sales and orders increased 5.2% and 2.0%, respectively, compared with the prior year period.� Sales increased on a year-over-year basis in all of the company�s end markets except for the defense and security end market, where market conditions continue to be challenging.� The year-over-year increase in orders was driven by increases in the company�s life and health sciences, scientific research and industrial manufacturing and other end markets, offset by decreased orders from customers in its defense and security and microelectronics end markets.

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On a sequential basis, sales and orders decreased 4.5% and 1.1%, respectively.� Sales to the company�s scientific research market increased sequentially, but this was more than offset by lower sales to the company�s other end markets.� Orders from customers in the company�s life and health sciences end market were higher sequentially, but this was more than offset by decreased orders from customers in the company�s other end markets.

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Operating Income and Net Income

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Newport reported operating income for the third quarter of 2014 of $12.8 million, or 8.7% of net sales, when calculated in accordance with GAAP.� On a non-GAAP basis, excluding the amortization of intangible assets, stock-based compensation expense and acquisition-related, restructuring and severance costs, the company�s operating income for the third quarter of 2014 was $19.6 million, or 13.4% of net sales, a 6.8% increase over the $18.3 million reported in the prior year period.

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On a GAAP basis, the company reported net income attributable to Newport Corporation for the third quarter of 2014 of $9.5 million, or $0.23 per diluted share.� On a non-GAAP basis, excluding the items referenced above, a one-time tax benefit and the tax impact of the excluded amounts, the company�s third quarter net income was $13.6 million, a 9.2% increase over the $12.4 million reported in the third quarter of 2013.� Non-GAAP earnings per diluted share were $0.33 in the third quarter of 2014, compared with $0.31 in the prior year period.

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The company has provided a reconciliation of selected financial measures 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 provides insight into the company�s core business results, as well as a useful resource for comparison of its financial results between periods.

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Share Repurchase Program

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During the third quarter, the company repurchased approximately 242,000 shares of its common stock at an average price of $18.52 per share, for a total of approximately $4.5 million.� Newport�s board of directors has authorized the repurchase of an additional 3.6 million shares, and the company expects to continue to repurchase shares for the foreseeable future, with the amount and timing of such repurchases dependent upon factors such as the company�s share price level, its other capital requirements and the terms of the company�s credit facility.

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Financial Outlook

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Commenting on Newport�s outlook, Mr.�Phillippy said, �In the fourth quarter, we expect our sales to be in the range of $150 million to $156 million, resulting in record sales for the full year of 2014.� We expect to generate a slight sequential increase in earnings and a significant sequential increase in cash from operations on this higher sales level.� Looking forward, we believe that our high level of backlog, together with the effective implementation of our strategic initiatives, will drive continued sales growth in 2015, and that the contribution of sales from the acquisition of V-Gen, which we closed at the beginning of the fourth quarter, will further enhance this growth.�

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ABOUT NEWPORT CORPORATION

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

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Learn more about Newport at www.newport.com and follow the company on Twitter, YouTube and Facebook.� Investors can also download Newport�s investor relations app, which offers access to its SEC filings, press releases, videos, audiocasts and more, by visiting Apple�s App Store for the iPhone and iPad or Google Play for Android mobile devices.

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INVESTOR CONFERENCE CALL

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Robert J. Phillippy, President and Chief Executive Officer, and Charles F. Cargile, Senior Vice President, Chief Financial Officer and Treasurer, will host an investor conference call today, October�29, 2014, at 5:00�p.m. Eastern time (2:00�p.m. Pacific time) to review the company�s results for the third quarter of 2014 and its business outlook for the fourth quarter of 2014.� 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.

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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 8:00�p.m. Eastern time on Wednesday, October�29, 2014, and continue through 11:59�p.m. Eastern time on Wednesday, November�5, 2014.� The replay passcode is 21906941.

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SAFE HARBOR STATEMENT

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This news release contains forward-looking statements, including without limitation statements regarding the expected timing of shipments under the $25.7 million order for surgical lasers; the company�s expectation that its book-to-bill ratio will be well in excess of 1.0 for the full year of 2014; the company�s expectation that its backlog will be at a record level at the end of 2014; the company�s expectation of continuing to repurchase shares for the foreseeable future; the company�s expected sales, earnings and cash from operations in the fourth quarter of 2014; and the company�s expectation of continued sales growth in 2015, enhanced by the contribution of sales from the acquisition of V-Gen.� Without limiting the generality of the foregoing, words such as �may,� �will,� �expect,� �believe,� �anticipate,� �intend,� �could,� �estimate� or �continue� or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements.� In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.� Assumptions relating to the foregoing involve judgments and risks with respect to, among other things, the strength of business conditions in the industries Newport serves, particularly the semiconductor and defense and security industries; Newport�s ability to achieve expected benefits from the integration of acquired businesses; 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 end 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)

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Newport Corporation

Supplemental Non-GAAP Measures

(Unaudited)

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Newport Corporation

Consolidated Balance Sheets

(Unaudited)

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