Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 28, 2013 | Oct. 25, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'NEWPORT CORP | ' |
Entity Central Index Key | '0000225263 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 28-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-28 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 39,145,314 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Statements_of_Inc
Consolidated Statements of Income and Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Consolidated Statements of Income and Comprehensive Income | ' | ' | ' | ' |
Net sales | $139,037 | $142,881 | $405,878 | $453,703 |
Cost of sales | 79,306 | 80,073 | 233,778 | 255,943 |
Gross profit | 59,731 | 62,808 | 172,100 | 197,760 |
Selling, general and administrative expenses | 35,649 | 37,320 | 111,324 | 123,267 |
Research and development expense | 13,129 | 12,869 | 39,807 | 40,319 |
Loss on sale of assets | 4,517 | ' | 4,517 | ' |
Operating income | 6,436 | 12,619 | 16,452 | 34,174 |
Gain on sale of investment | ' | 950 | ' | 6,248 |
Loss on extinguishment of debt | -3,355 | ' | -3,355 | ' |
Interest and other expense, net | -1,293 | -2,082 | -5,472 | -7,097 |
Income before income taxes | 1,788 | 11,487 | 7,625 | 33,325 |
Income tax provision | 1,199 | 3,955 | 1,697 | 10,144 |
Net income | 589 | 7,532 | 5,928 | 23,181 |
Net income (loss) attributable to non-controlling interests | 152 | -104 | 83 | -201 |
Net income attributable to Newport Corporation | 437 | 7,636 | 5,845 | 23,382 |
Net income | 589 | 7,532 | 5,928 | 23,181 |
Other comprehensive income: | ' | ' | ' | ' |
Foreign currency translation gains (losses) | 2,995 | 1,399 | 1,320 | -499 |
Unrecognized net pension gains (losses) | -67 | 10 | 161 | 96 |
Unrealized gains (losses) on marketable securities | 22 | -13 | -126 | -120 |
Comprehensive income | 3,539 | 8,928 | 7,283 | 22,658 |
Comprehensive income (loss) attributable to non-controlling interests | 154 | -94 | 8 | -209 |
Comprehensive income attributable to Newport Corporation | 3,385 | 9,022 | 7,275 | 22,867 |
Comprehensive income | $3,539 | $8,928 | $7,283 | $22,658 |
Net income per share attributable to Newport Corporation: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.01 | $0.20 | $0.15 | $0.61 |
Diluted (in dollars per share) | $0.01 | $0.20 | $0.15 | $0.60 |
Shares used in per share calculations: | ' | ' | ' | ' |
Basic (in shares) | 39,121 | 38,264 | 38,935 | 38,072 |
Diluted (in shares) | 39,657 | 38,645 | 39,426 | 38,825 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $47,328 | $88,767 |
Restricted cash | 3,405 | 3,107 |
Marketable securities | 5,318 | 8,498 |
Accounts receivable, net of allowance for doubtful accounts of $1,366 and $1,548 as of September 28, 2013 and December 29, 2012, respectively | 94,737 | 89,445 |
Inventories | 105,841 | 108,728 |
Deferred income taxes | 19,811 | 19,872 |
Prepaid expenses and other current assets | 22,591 | 19,263 |
Total current assets | 299,031 | 337,680 |
Property and equipment, net | 79,190 | 82,843 |
Goodwill | 78,698 | 79,586 |
Deferred income taxes | 5,502 | 5,646 |
Intangible assets, net | 69,857 | 77,446 |
Investments and other assets | 34,455 | 37,760 |
Total assets | 566,733 | 620,961 |
Current liabilities: | ' | ' |
Short-term borrowings, net | 5,614 | 32,985 |
Accounts payable | 31,657 | 31,061 |
Accrued payroll and related expenses | 28,596 | 29,096 |
Accrued expenses and other current liabilities | 41,054 | 34,696 |
Total current liabilities | 106,921 | 127,838 |
Long-term debt, net | 102,069 | 150,758 |
Accrued pension liabilities | 28,316 | 27,764 |
Deferred income taxes and other liabilities | 22,809 | 23,783 |
Commitments and contingencies (Note 16) | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, par value $0.1167 per share, 200,000,000 shares authorized; 39,132,628 and 38,402,291 shares issued and outstanding as of September 28, 2013 and December 29, 2012, respectively | 4,567 | 4,481 |
Capital in excess of par value | 449,505 | 441,074 |
Accumulated other comprehensive loss | -5,519 | -6,949 |
Accumulated deficit | -143,329 | -149,174 |
Total stockholders' equity of Newport Corporation | 305,224 | 289,432 |
Non-controlling interests | 1,394 | 1,386 |
Total stockholders' equity | 306,618 | 290,818 |
Total Liabilities and Stockholders' equity | $566,733 | $620,961 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets | ' | ' |
Accounts receivable, allowance for doubtful accounts (in dollars) | $1,366 | $1,548 |
Common stock, par value (in dollars per share) | $0.12 | $0.12 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 39,132,628 | 38,402,291 |
Common stock, shares outstanding | 39,132,628 | 38,402,291 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income | $5,928 | $23,181 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 23,079 | 31,570 |
Loss (gain) on sale of assets | 4,517 | -6,414 |
Provision for losses on inventories | 5,610 | 5,177 |
Stock-based compensation expense | 6,590 | 6,265 |
Provision for doubtful accounts | 198 | 301 |
Loss on disposal of property and equipment | 516 | 233 |
Loss on extinguishment of debt | 3,355 | ' |
Deferred income taxes | 16 | 1,306 |
Increase (decrease) in cash, net of acquisition, due to changes in: | ' | ' |
Accounts and notes receivable | -6,987 | 4,030 |
Inventories | -3,897 | -3,798 |
Prepaid expenses and other assets | -3,938 | 133 |
Accounts payable | 329 | -1,133 |
Accrued payroll and related expenses | -1,123 | -9,384 |
Accrued expenses and other liabilities | 5,760 | 2,699 |
Other long-term liabilities | 119 | 154 |
Net cash provided by operating activities | 40,072 | 54,320 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of property and equipment | -10,972 | -8,297 |
Restricted cash | -278 | 9,420 |
Gain on sale of assets | ' | 5,373 |
Business acquisition, net of cash acquired | ' | -8,939 |
Purchase of marketable securities | -2,485 | -4,216 |
Proceeds from the sale of marketable securities | 5,784 | 2,804 |
Net cash used in investing activities | -7,951 | -3,855 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from long-term debt | 120,000 | ' |
Debt issuance costs | -1,484 | ' |
Repayment of long-term debt and obligations under capital leases | -191,936 | -19,665 |
Proceeds from short-term borrowings | 4,510 | 6,220 |
Repayment of short-term borrowings | -7,642 | -23,882 |
Proceeds from the issuance of common stock under employee plans | 4,482 | 2,434 |
Tax withholding payments related to net share settlement of equity awards | -1,994 | -3,053 |
Net cash used in financing activities | -74,064 | -37,946 |
Impact of foreign exchange rate changes on cash balances | 504 | -460 |
Net increase (decrease) in cash and cash equivalents | -41,439 | 12,059 |
Cash and cash equivalents at beginning of period | 88,767 | 55,701 |
Cash and cash equivalents at end of period | 47,328 | 67,760 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid during the period for interest | 4,171 | 5,048 |
Cash paid during the period for income taxes, net | 2,637 | 4,865 |
Property and equipment accrued in accounts payable | $173 | $211 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 28, 2013 | |
BASIS OF PRESENTATION | ' |
BASIS OF PRESENTATION | ' |
NOTE 1 BASIS OF PRESENTATION | |
The accompanying unaudited consolidated financial statements include the accounts of Newport Corporation and its subsidiaries (collectively referred to as the Company) and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions of Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal and recurring accruals) considered necessary for a fair presentation have been included. All intercompany transactions and balances have been eliminated in consolidation. | |
The accompanying unaudited consolidated financial statements do not include certain footnotes and financial presentations normally required under generally accepted accounting principles (GAAP) and, therefore, should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 29, 2012. The results for the interim periods are not necessarily indicative of the results the Company will have for the full year ending December 28, 2013. The December 29, 2012 balances reported herein are derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 29, 2012. | |
Subsequent to the filing of the Company’s Quarterly Report on Form 10-Q for the nine months ended September 29, 2012, management determined that certain debt repayments and borrowings were both overstated by $2.8 million in the Company’s consolidated statement of cash flows for the nine months ended September 29, 2012. In the consolidated statements of cash flows included in the accompanying unaudited consolidated financial statements, the Company corrected the presentation of repayment of long-term debt and obligations under capital leases, repayment of short-term borrowings and proceeds from short-term borrowings to accurately report debt repayments and borrowings. The Company believes that the effect of this adjustment is not material to the consolidated statement of cash flows for the nine months ended September 29, 2012. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 28, 2013 | |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
NOTE 2 RECENT ACCOUNTING PRONOUNCEMENTS | |
In March 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-05, Foreign Currency Matters: Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, which clarifies the guidance in Topics 810 and 830. Topic 810 requires companies to deconsolidate a subsidiary or derecognize a group of assets if the parent ceases to hold a controlling financial interest in that subsidiary or group of assets. Upon the loss of a controlling financial interest, the parent would recognize the cumulative translation adjustment in net income. The guidance in Topic 810 does not distinguish between a sale or transfer of an investment in a foreign entity and a sale or transfer of a subsidiary or group of assets within a foreign entity. Topic 830 requires the release of the cumulative translation adjustment into net income if a sale or transfer represented a complete or substantially complete liquidation of an investment in a foreign entity. ASU No. 2013-05 clarifies that companies that cease to have a controlling financial interest in a subsidiary or group of assets within a foreign subsidiary should release the cumulative translation adjustment into net income if the sale or transfer results in a complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. ASU No. 2013-05 will be effective for fiscal years beginning after December 15, 2013, and early adoption is permitted but has not been elected by the Company. The adoption of ASU No. 2013-05 will not have a material impact on the Company’s financial position or results of operations. | |
In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which provides explicit guidance on the financial statement presentation of an unrecognized tax benefit. ASU No. 2013-11 requires unrecognized tax benefits to be presented as a reduction to a deferred tax asset, except that, if a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from the disallowance of a tax position, then the unrecognized tax benefit should be presented as a liability. ASU No. 2013-11 will be effective for fiscal years and interim periods beginning after December 15, 2013, and early adoption is permitted but has not been elected by the Company. The adoption of ASU No. 2013-11 will not have a material impact on the Company’s financial position or results of operations. |
ASSETS_HELD_FOR_SALE
ASSETS HELD FOR SALE | 9 Months Ended |
Sep. 28, 2013 | |
ASSETS HELD FOR SALE | ' |
ASSETS HELD FOR SALE | ' |
NOTE 3 ASSETS HELD FOR SALE | |
During the third quarter of 2013, the Company developed a plan to sell its advanced packaging systems business and is currently negotiating the sale of these operations with a potential purchaser. As such, the Company now considers the assets and liabilities of this business as held for sale. Based on the terms of the proposed transaction, the Company expects to sell this business for $6.0 million, consisting of $5.35 million in cash, and an unsecured note receivable of $0.65 million, with a term of seven years and an interest rate of 5%. The Company expects to incur approximately $0.4 million in transaction costs. The net book value of this business was $9.5 million as of September 28, 2013; however, because these assets are held for sale, the assets have been written down to their net realizable value of $5.0 million, resulting in a loss of $4.5 million in the third quarter of 2013. The net sales, operating income and cash flows of this business are not significant to the operations of the Company. |
MARKETABLE_SECURITIES
MARKETABLE SECURITIES | 9 Months Ended | ||||||||||
Sep. 28, 2013 | |||||||||||
MARKETABLE SECURITIES | ' | ||||||||||
MARKETABLE SECURITIES | ' | ||||||||||
NOTE 4 MARKETABLE SECURITIES | |||||||||||
All marketable securities of the Company were classified as available for sale and were recorded at market value using the specific identification method, and unrealized gains and losses are reflected in accumulated other comprehensive loss in the accompanying consolidated balance sheets. The aggregate fair value of available for sale securities and the aggregate amount of unrealized gains and losses in available for sale securities at September 28, 2013 were as follows: | |||||||||||
(In thousands) | Aggregate | Aggregate Amount of | |||||||||
Unrealized | |||||||||||
Fair Value | Gains | Losses | |||||||||
Money market funds | $ | 5,209 | $ | 89 | $ | - | |||||
Certificates of deposit | 109 | - | - | ||||||||
$ | 5,318 | $ | 89 | $ | - | ||||||
The aggregate fair value of available for sale securities and the aggregate amount of unrealized gains and losses in available for sale securities at December 29, 2012 were as follows: | |||||||||||
(In thousands) | Aggregate | Aggregate Amount of | |||||||||
Unrealized | |||||||||||
Fair Value | Gains | Losses | |||||||||
Money market funds | $ | 4,244 | $ | 86 | $ | - | |||||
Certificates of deposit | 4,254 | - | - | ||||||||
$ | 8,498 | $ | 86 | $ | - | ||||||
The contractual maturities of certificates of deposit were as follows: | |||||||||||
(In thousands) | September 28, | ||||||||||
2013 | |||||||||||
0 – 1 Year | $ | 109 | |||||||||
1 – 2 Years | - | ||||||||||
2 – 3 Years | - | ||||||||||
3 – 5 Years | - | ||||||||||
5 – 10 Years | - | ||||||||||
More than 10 years | - | ||||||||||
$ | 109 | ||||||||||
There were no realized gains or losses on the sale of available for sale securities for the three and nine months ended September 28, 2013 or the three and nine months ended September 29, 2012. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||
NOTE 5 FAIR VALUE MEASUREMENTS | ||||||||||||||
Accounting Standards Codification (ASC) 820-10, Fair Value Measurements and Disclosures, requires that for any assets and liabilities stated at fair value on a recurring basis in the Company’s financial statements, the fair value of such assets and liabilities be measured based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Level 1 asset and liability values are derived from quoted prices in active markets for identical assets and liabilities and Level 2 asset and liability values are derived from quoted prices in inactive markets or based on other observable inputs. | ||||||||||||||
The Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon their level within the fair value hierarchy as of September 28, 2013. | ||||||||||||||
(In thousands) | Fair Value Measurements at Reporting Date Using | |||||||||||||
Description | September 28, 2013 | Quoted Prices in | Significant Other | Significant | ||||||||||
Active Markets for | Observable Inputs | Unobservable | ||||||||||||
Identical Assets | (Level 2) | Inputs | ||||||||||||
(Level 1) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||
Restricted Cash | $ | 3,405 | $ | 3,405 | $ | - | $ | - | ||||||
Marketable securities: | ||||||||||||||
Money market funds | 5,209 | 5,209 | - | - | ||||||||||
Certificates of deposit | 109 | - | 109 | - | ||||||||||
5,318 | 5,209 | 109 | - | |||||||||||
Derivative assets: | ||||||||||||||
Option contracts | 427 | - | 427 | - | ||||||||||
Forward contracts | 7 | - | 7 | - | ||||||||||
434 | - | 434 | - | |||||||||||
Funds in investments and other assets: | ||||||||||||||
Israeli pension funds | 11,017 | - | 11,017 | - | ||||||||||
Pension assets not owned by plan | 6,810 | - | 6,810 | - | ||||||||||
17,827 | - | 17,827 | - | |||||||||||
$ | 26,984 | $ | 8,614 | $ | 18,370 | $ | - | |||||||
Liabilities: | ||||||||||||||
Derivative liabilities: | ||||||||||||||
Option contracts | 57 | - | 57 | - | ||||||||||
The Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon their level within the fair value hierarchy as of December 29, 2012. | ||||||||||||||
(In thousands) | Fair Value Measurements at Reporting Date Using | |||||||||||||
Description | December 29, 2012 | Quoted Prices in | Significant Other | Significant | ||||||||||
Active Markets for | Observable Inputs | Unobservable | ||||||||||||
Identical Assets | (Level 2) | Inputs | ||||||||||||
(Level 1) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||
Restricted Cash | $ | 3,107 | $ | 3,107 | $ | - | $ | - | ||||||
Marketable securities: | ||||||||||||||
Money market funds | 4,244 | 4,244 | - | - | ||||||||||
Certificates of deposit | 4,254 | - | 4,254 | - | ||||||||||
8,498 | 4,244 | 4,254 | - | |||||||||||
Derivative assets: | ||||||||||||||
Option contracts | 755 | - | 755 | - | ||||||||||
Funds in investments and other assets: | ||||||||||||||
Israeli pension funds | 10,690 | - | 10,690 | |||||||||||
Pension assets not owned by plan | 6,615 | - | 6,615 | - | ||||||||||
17,305 | - | 17,305 | - | |||||||||||
$ | 29,665 | $ | 7,351 | $ | 22,314 | $ | - | |||||||
Liabilities: | ||||||||||||||
Derivative liabilities: | ||||||||||||||
Option contracts | 202 | - | 202 | - | ||||||||||
The Company’s other financial instruments include short-term borrowings and long-term debt. The fair value of these financial instruments was estimated based on current rates for similar issues or on the current rates offered to the Company for debt of similar remaining maturities. The estimated fair values of these financial instruments were as follows: | ||||||||||||||
September 28, 2013 | December 29, 2012 | |||||||||||||
(In thousands) | Carrying | Carrying | ||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||
Short-term borrowings | $ | 5,614 | $ | 5,607 | $ | 32,985 | $ | 32,020 | ||||||
Long-term debt | $ | 102,069 | $ | 101,859 | $ | 150,758 | $ | 145,404 | ||||||
SUPPLEMENTAL_BALANCE_SHEET_INF
SUPPLEMENTAL BALANCE SHEET INFORMATION | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
SUPPLEMENTAL BALANCE SHEET INFORMATION | ' | |||||||
SUPPLEMENTAL BALANCE SHEET INFORMATION | ' | |||||||
NOTE 6 SUPPLEMENTAL BALANCE SHEET INFORMATION | ||||||||
Inventories | ||||||||
Inventories that are expected to be sold within one year are classified as current inventories and are included in inventories in the accompanying consolidated balance sheets. Such inventories were as follows: | ||||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
Raw materials and purchased parts | $ | 63,752 | $ | 65,766 | ||||
Work in process | 18,266 | 18,075 | ||||||
Finished goods | 23,823 | 24,887 | ||||||
Short-term inventories | $ | 105,841 | $ | 108,728 | ||||
Inventories that are not expected to be sold within one year are classified as long-term inventories and are included in investments and other assets in the accompanying consolidated balance sheets. Such inventories were as follows: | ||||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
Raw materials and purchased parts | $ | 3,432 | $ | 4,149 | ||||
Finished goods | 4,855 | 4,926 | ||||||
Long-term inventories | $ | 8,287 | $ | 9,075 | ||||
Accrued Warranty Obligations | ||||||||
Unless otherwise stated in the Company’s product literature or in its agreements with customers, products sold by the Company’s Photonics and Optics Groups generally carry a one-year warranty from the original invoice date on all product materials and workmanship, other than filters and gratings products, which generally carry a 90-day warranty, and laser beam profilers and dental CAD/CAM scanners, which generally carry a two-year warranty. Products sold by the Photonics and Optics Groups to original equipment manufacturer (OEM) customers carry warranties generally ranging from 15 to 19 months. Products sold by the Company’s Lasers Group carry warranties that vary by product and product component, but generally range from 90 days to two years. In certain cases, such warranties for Lasers Group products are limited by either a set time period or a maximum amount of hourly usage of the product, whichever occurs first. Defective products will be either repaired or replaced, generally at the Company’s option, upon meeting certain criteria. The Company accrues a provision for the estimated costs that may be incurred for warranties relating to a product (based on historical experience) as a component of cost of sales. Short-term accrued warranty obligations, which expire within one year, are included in accrued expenses and other current liabilities and long-term warranty obligations are included in deferred income taxes and other liabilities in the accompanying consolidated balance sheets. | ||||||||
The activity in accrued warranty obligations was as follows: | ||||||||
Nine Months Ended | ||||||||
(In thousands) | September 28, | September 29, | ||||||
2013 | 2012 | |||||||
Balance at beginning of year | $ | 3,528 | $ | 4,466 | ||||
Additions charged to cost of sales | 1,817 | 2,011 | ||||||
Additions from acquisitions | - | 21 | ||||||
Warranty claims | -2,112 | -2,881 | ||||||
Balance at end of period | $ | 3,233 | $ | 3,617 | ||||
Accrued Expenses and Other Current Liabilities | ||||||||
Accrued expenses and other current liabilities were as follows: | ||||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
Deferred revenue | $ | 13,851 | $ | 11,561 | ||||
Deferred lease liability | 5,495 | 5,445 | ||||||
Accrued and deferred taxes | 3,545 | 3,866 | ||||||
Short-term accrued warranty obligations | 3,066 | 3,421 | ||||||
Other | 15,097 | 10,403 | ||||||
$ | 41,054 | $ | 34,696 | |||||
Accumulated Other Comprehensive Loss | ||||||||
Accumulated other comprehensive loss consisted of the following: | ||||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
Cumulative foreign currency translation losses | $ | -3,174 | $ | (4,569 | ) | |||
Unrecognized net pension losses | -3,087 | (3,248 | ) | |||||
Unrealized gains on marketable securities | 742 | 868 | ||||||
$ | -5,519 | $ | (6,949 | ) |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
INTANGIBLE ASSETS | ' | |||||||
INTANGIBLE ASSETS | ' | |||||||
NOTE 7 INTANGIBLE ASSETS | ||||||||
Intangible assets were as follows: | ||||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
Intangible assets subject to amortization: | ||||||||
Developed technology, net of accumulated amortization of $13,266 and $10,885 as of September 28, 2013 and December 29, 2012, respectively | $ | 27,505 | $ | 29,742 | ||||
Customer relationships, net of accumulated amortization of $31,018 and $26,255 as of September 28, 2013 and December 29, 2012, respectively | 15,367 | 20,100 | ||||||
In-process research and development, net of accumulated amortization of $577 and $158 as of September 28, 2013 and December 29, 2012, respectively | 7,338 | 7,746 | ||||||
Other, net of accumulated amortization of $6,203 and $5,915 as of September 28, 2013 and December 29, 2012, respectively | 1,342 | 1,553 | ||||||
51,552 | 59,141 | |||||||
Intangible assets not subject to amortization: | ||||||||
Trademarks and trade names | 18,305 | 18,305 | ||||||
Intangible assets, net | $ | 69,857 | $ | 77,446 | ||||
Developed technology is amortized on a straight line basis over 10 to 20 years, depending on the life of the product technology. Intangible assets related to customer relationships are generally amortized over a period of up to 10 years on an accelerated basis. In-process research and development is amortized on a straight line basis over the product’s estimated useful life upon completion of the technology. Other intangible assets include acquired backlog, product trademarks and trade names, non-competition agreements and defensible assets. With the exception of product trademarks and trade names, such assets are amortized on a straight line basis over a period of three months to 10 years, depending on the asset. Trademarks and trade names associated with products are amortized on a straight line basis over the estimated remaining life of the product technology, which ranges from 10 to 20 years. Trademarks and trade names associated with a business have indefinite lives and are not amortized. | ||||||||
Amortization expense related to intangible assets totaled $2.6 million and $7.7 million for the three and nine months ended September 28, 2013, respectively, and $4.6 million and $14.8 million for the three and nine months ended September 29, 2012, respectively. | ||||||||
Estimated aggregate amortization expense for future fiscal years is as follows: | ||||||||
Estimated | ||||||||
Aggregate | ||||||||
(In thousands) | Amortization | |||||||
Expense | ||||||||
2013 (remaining) | $ | 2,598 | ||||||
2014 | 8,404 | |||||||
2015 | 6,770 | |||||||
2016 | 6,386 | |||||||
2017 | 5,406 | |||||||
Thereafter | 19,998 | |||||||
$ | 49,562 | |||||||
The Company has excluded $2.0 million of amortization expense related to certain in-process research and development from the table above, as it was uncertain as of September 28, 2013 when the technology will be completed and when the amortization will begin. |
INTEREST_AND_OTHER_EXPENSE_NET
INTEREST AND OTHER EXPENSE, NET | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
INTEREST AND OTHER EXPENSE, NET | ' | |||||||||||||
INTEREST AND OTHER EXPENSE, NET | ' | |||||||||||||
NOTE 8 INTEREST AND OTHER EXPENSE, NET | ||||||||||||||
Interest and other expense, net, was as follows: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Interest expense | $ | -1,087 | $ | -1,948 | $ | -4,670 | $ | (6,191 | ) | |||||
Interest and dividend income | 46 | 55 | 151 | 158 | ||||||||||
Derivative gain (loss) | 167 | -633 | 541 | (450 | ) | |||||||||
Bank and portfolio asset management fees | -245 | -212 | -631 | (540 | ) | |||||||||
Other income (expense), net | -174 | 656 | -863 | (74 | ) | |||||||||
$ | -1,293 | $ | -2,082 | $ | -5,472 | $ | (7,097 | ) |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||
NOTE 9 STOCK-BASED COMPENSATION | ||||||||||||||
During the nine months ended September 28, 2013, the Company granted 0.7 million restricted stock units and 0.7 million stock-settled stock appreciation rights with weighted average grant date fair values of $13.77 and $6.61, respectively. | ||||||||||||||
The total stock-based compensation expense included in the Company’s consolidated statements of income and comprehensive income was as follows: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Cost of sales | $ | 233 | $ | 189 | $ | 686 | $ | 490 | ||||||
Selling, general and administrative expenses | 1,921 | 1,767 | 5,114 | 5,075 | ||||||||||
Research and development expense | 291 | 217 | 790 | 700 | ||||||||||
$ | 2,445 | $ | 2,173 | $ | 6,590 | $ | 6,265 | |||||||
At September 28, 2013, the total compensation cost related to unvested stock-based awards granted to employees, officers and directors under the Company’s stock-based benefit plans that had not yet been recognized was $17.6 million, net of estimated forfeitures. This future compensation expense will be amortized over a weighted-average period of 2.1 years using the straight-line attribution method. The actual compensation expense that the Company will recognize in the future related to unvested stock-based awards outstanding at September 28, 2013 will be adjusted for actual forfeitures and will be adjusted based on the Company’s determination as to the extent to which performance conditions applicable to any stock-based awards have been or will be achieved. | ||||||||||||||
At September 28, 2013, 0.6 million stock options with a weighted-average exercise price of $14.58 per share, intrinsic value of $1.0 million and remaining contractual term of 0.9 years were outstanding and were exercisable. At September 28, 2013, 2.0 million stock-settled stock appreciation rights with a weighted-average base value of $12.27 per share, intrinsic value of $7.6 million and remaining contractual term of 4.8 years were outstanding, of which 1.0 million stock-settled stock appreciation rights with a weighted-average base value of $9.76 per share, intrinsic value of $6.4 million and remaining contractual term of 3.4 years were exercisable. |
DEBT_AND_LINES_OF_CREDIT
DEBT AND LINES OF CREDIT | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
DEBT AND LINES OF CREDIT | ' | |||||||
DEBT AND LINES OF CREDIT | ' | |||||||
NOTE 10 DEBT AND LINES OF CREDIT | ||||||||
Total short-term debt was as follows: | ||||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
Japanese revolving lines of credit | $ | 712 | $ | 5,231 | ||||
Japanese receivables financing facilities | 1,161 | 415 | ||||||
Current portion of long-term debt | 3,741 | 27,339 | ||||||
Total short-term borrowings | $ | 5,614 | $ | 32,985 | ||||
Total long-term debt was as follows: | ||||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
U.S. term loan due October 2016 | $ | - | $ | 171,125 | ||||
U.S. revolving line of credit expiring July 2018 | 101,000 | - | ||||||
Israeli loans due through October 2015 | 2,480 | 3,591 | ||||||
Japanese private placement bonds due June 2014 | 2,036 | 2,325 | ||||||
Japanese loans due through June 2016 | 294 | 1,056 | ||||||
Total long-term debt | 105,810 | 178,097 | ||||||
Current portion of long-term debt | 3,741 | 27,339 | ||||||
Total long-term debt, less current portion | $ | 102,069 | $ | 150,758 | ||||
On July 18, 2013, the Company entered into a new credit agreement with certain lenders (New Credit Agreement). The New Credit Agreement replaced the Company’s prior credit agreement, which had consisted of an initial term loan of $185 million and a $65 million revolving line of credit. The New Credit Agreement consists of a senior secured revolving credit facility of $275 million with a term of five years (New Credit Facility). The New Credit Agreement also provides the Company with the option to increase the aggregate principal amount of loans in the form of additional revolving loans or a separate tranche of term loans, in an aggregate amount that does not exceed $50 million, in each case subject to certain terms and conditions contained in the New Credit Agreement. Concurrently with the closing of the New Credit Agreement, the Company terminated the prior credit agreement after repaying the entire outstanding principal amount of $152.6 million and all accrued interest and fees thereon, utilizing $120.0 million borrowed under the New Credit Facility together with a portion of the Company’s then-existing cash balances. Upon terminating the prior credit agreement, the Company recorded a loss on extinguishment of debt of $3.4 million, to write off the remaining deferred debt issuance costs relating to the prior credit agreement. | ||||||||
At September 28, 2013, the outstanding balance under the New Credit Facility was $101.0 million. The initial interest rate per annum applicable to amounts outstanding under the New Credit Facility is, at the Company’s option, either (a) the base rate as defined in the New Credit Agreement (Base Rate) plus 1.0% per annum, or (b) the Eurodollar Rate as defined in the New Credit Agreement (Eurodollar Rate) plus 2.0% per annum, and the initial commitment fee on the unused portion of the New Credit Facility is 0.35%. As of September 28, 2013, the interest rate per annum applicable to amounts outstanding under the New Credit Facility was 2.19%. Following the filing of this Quarterly Report on Form 10-Q, the margins over the Base Rate and Eurodollar Rate applicable to the loans outstanding under the New Credit Facility, and the commitment fee payable on the unused portion of the New Credit Facility, may be adjusted periodically based on the consolidated leverage ratio of the Company, as calculated pursuant to the New Credit Agreement. The maximum applicable margins are 1.25% per annum for Base Rate loans and 2.25% per annum for Eurodollar Rate loans, and the minimum applicable margins are 0.5% per annum for Base Rate loans and 1.5% per annum for Eurodollar Rate loans. The maximum commitment fee is 0.40% per annum, and the minimum commitment fee is 0.25% per annum. | ||||||||
The Company’s obligations under the New Credit Agreement are secured by a lien on substantially all of the assets of Newport Corporation and certain of its domestic subsidiaries, which are guarantors under the New Credit Agreement, as well as by a pledge of certain shares of foreign subsidiaries of Newport Corporation. |
NET_INCOME_PER_SHARE
NET INCOME PER SHARE | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
NET INCOME PER SHARE | ' | |||||||||||||
NET INCOME PER SHARE | ' | |||||||||||||
NOTE 11 NET INCOME PER SHARE | ||||||||||||||
The following table sets forth the computation of basic and diluted net income per share: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
(In thousands, except per share data) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Net income attributable to Newport Corporation | $ | 437 | $ | 7,636 | $ | 5,845 | $ | 23,382 | ||||||
Shares: | ||||||||||||||
Weighted average shares outstanding - basic | 39,121 | 38,264 | 38,935 | 38,072 | ||||||||||
Dilutive potential common shares, using treasury stock method | 536 | 381 | 491 | 753 | ||||||||||
Weighted average shares outstanding - diluted | 39,657 | 38,645 | 39,426 | 38,825 | ||||||||||
Net income per share attributable to Newport Corporation: | ||||||||||||||
Basic | $ | 0.01 | $ | 0.2 | $ | 0.15 | $ | 0.61 | ||||||
Diluted | $ | 0.01 | $ | 0.2 | $ | 0.15 | $ | 0.6 | ||||||
For the three and nine months ended September 28, 2013, an aggregate of 1.5 million stock options and stock appreciation rights, and for the three and nine months ended September 29, 2012, an aggregate of 1.0 million stock options and stock appreciation rights, were excluded from the computations of diluted net income per share, as their inclusion would have been antidilutive. For the three and nine months ended September 28, 2013, 0.7 million performance-based restricted stock units, and for the three and nine months ended September 29, 2012, 0.4 million performance-based restricted stock units, were excluded from the computations of diluted net income per share, as the performance criteria for their vesting had not been met as of the end of such periods. For the three and nine months ended September 28, 2013, an additional eight thousand restricted stock units, and for the three and nine months ended September 29, 2012, an additional 0.2 million restricted stock units, were excluded from the computations of diluted net income per share, as the amount of unrecognized future compensation expense associated with these restricted stock units would have resulted in assumed proceeds in excess of the amount required to repurchase the underlying shares under the treasury stock method and, therefore, their inclusion would have been antidilutive. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 28, 2013 | |
INCOME TAXES | ' |
INCOME TAXES | ' |
NOTE 12 INCOME TAXES | |
Under ASC 740-270, Income Taxes – Interim Reporting, the Company is required to evaluate and make any necessary adjustments to its effective tax rate each quarter as new information is obtained that may affect the assumptions used to estimate its annual effective tax rate. The Company’s assumptions relate to factors such as the projected level and mix of pre-tax earnings in the various tax jurisdictions in which it operates, valuation allowances against deferred tax assets, the recognition or derecognition of tax benefits related to uncertain tax positions, expected utilization of tax credits and changes in or the interpretation of tax laws in jurisdictions in which the Company conducts business. In addition, jurisdictions for which the Company has projected losses for the year, or a year-to-date loss, where no tax benefit can be recognized, are excluded from the calculation of the estimated annual effective tax rate. Changes in the assumptions and the inclusion or exclusion of certain jurisdictions could result in a higher or lower effective tax rate during a particular quarter. On July 30, 2013, the Israeli Parliament adopted Budget Law 2013-2014 and the Economic Arrangements Law, which will impact the corporate tax rate applicable to the Company’s Israeli based operations effective January 1, 2014. These new tax laws have a direct impact on valuing the Company’s deferred tax assets and liabilities. As a result, in the third quarter of 2013, the Company adjusted the value of its deferred tax assets and liabilities, and recorded a corresponding tax expense of $0.7 million as a discrete item. | |
Deferred income taxes are recognized for the future tax consequences of temporary differences using enacted statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Temporary differences include the difference between the financial statement carrying amounts and the tax bases of existing assets and liabilities and operating loss and tax credit carryforwards. The effect of a change in tax rates on deferred taxes is recognized in income in the period that includes the enactment date. In accordance with the provisions of ASC 740, a valuation allowance for deferred tax assets is recorded to the extent the Company cannot determine that the ultimate realization of the net deferred tax assets is more likely than not. Realization of deferred tax assets is principally dependent upon the achievement of future taxable income, the estimation of which requires significant management judgment. As of September 28, 2013, the Company could not determine that it is more likely than not that deferred tax assets related to certain domestic and foreign net operating loss carryforwards and certain other miscellaneous domestic and foreign deferred tax assets would be realized. Therefore, the Company has maintained a valuation allowance of $3.4 million against its domestic and certain foreign subsidiaries’ deferred tax assets. | |
The Company utilizes ASC 740-10-25, Income Taxes – Recognition, which requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under ASC 740-10-25, tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. As a multi-national corporation, the Company is subject to taxation in many jurisdictions, and the calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If the Company ultimately determines that the payment of these liabilities will be unnecessary, it reverses the liability and recognizes a tax benefit during the period in which it determines the liability no longer applies. Conversely, the Company records additional tax charges in a period in which it determines that a recorded tax liability is less than it expects the ultimate assessment to be. As a result of these adjustments, the Company’s effective tax rate in a given financial statement period could be materially affected. In the first quarter of 2013, the Company reversed $0.7 million of unrecognized tax benefits related to a Japanese subsidiary, due to the expiration of the applicable audit statute of limitations. As of September 28, 2013, the Company had $14.4 million of gross unrecognized tax benefits and a total of $11.6 million of net unrecognized tax benefits, which, if recognized, would affect the effective tax rate. Interest and penalties related to unrecognized tax benefits were not significant for the three and nine months ended September 28, 2013. |
STOCKHOLDERS_EQUITY_TRANSACTIO
STOCKHOLDERS' EQUITY TRANSACTIONS | 9 Months Ended |
Sep. 28, 2013 | |
STOCKHOLDERS' EQUITY TRANSACTIONS | ' |
STOCKHOLDERS' EQUITY TRANSACTIONS | ' |
NOTE 13 STOCKHOLDERS’ EQUITY TRANSACTIONS | |
In May 2008, the Board of Directors of the Company approved a share repurchase program, authorizing the purchase of up to 4.0 million shares of the Company’s common stock. No purchases were made under this program during the nine months ended September 28, 2013. As of September 28, 2013, 3.9 million shares remained available for purchase under the program. The terms of the New Credit Agreement, permit the Company to purchase shares under the repurchase program during the term of such facility, subject to certain conditions and limitations. | |
During the nine months ended September 28, 2013, the Company cancelled 0.1 million restricted stock units in payment by employees of taxes owed upon the vesting of restricted stock units issued to them under the Company’s stock incentive plans. The value of these restricted stock units totaled $2.0 million at the time they were cancelled. |
DEFINED_BENEFIT_PENSION_PLANS
DEFINED BENEFIT PENSION PLANS | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
DEFINED BENEFIT PENSION PLANS | ' | |||||||||||||
DEFINED BENEFIT PENSION PLANS | ' | |||||||||||||
NOTE 14 DEFINED BENEFIT PENSION PLANS | ||||||||||||||
The Company has defined benefit pension plans covering substantially all full-time employees in France, Germany, Israel and Japan. In addition, the Company has certain pension liabilities relating to former employees of the Company in the United Kingdom. The German plan is unfunded, as permitted under the plan and applicable laws. For financial reporting purposes, the calculation of net periodic pension costs is based upon a number of actuarial assumptions, including a discount rate for plan obligations, an assumed rate of return on pension plan assets and an assumed rate of compensation increase for employees covered by the plan. All of these assumptions are based upon management’s judgment, considering all known trends and uncertainties. Actual results that differ from these assumptions would impact future expense recognition and the cash funding requirements of the Company’s pension plans. | ||||||||||||||
Net periodic benefit costs for the plans in aggregate included the following components: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Service cost | $ | 687 | $ | 713 | $ | 2,108 | $ | 2,240 | ||||||
Interest cost on benefit obligations | 162 | 180 | 486 | 548 | ||||||||||
Expected return on plan assets | -51 | -57 | -154 | -171 | ||||||||||
Amortization of net loss | 62 | 38 | 187 | 114 | ||||||||||
$ | 860 | $ | 874 | $ | 2,627 | $ | 2,731 |
BUSINESS_SEGMENT_INFORMATION
BUSINESS SEGMENT INFORMATION | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
BUSINESS SEGMENT INFORMATION | ' | |||||||||||||
BUSINESS SEGMENT INFORMATION | ' | |||||||||||||
NOTE 15 BUSINESS SEGMENT INFORMATION | ||||||||||||||
The operating segments reported below are the segments of the Company for which separate financial information is available and for which operating results are evaluated regularly by the Chief Executive Officer, who is the chief operating decision maker, in deciding how to allocate resources and in assessing performance. Prior to 2013, the Company developed, manufactured and marketed its products within three distinct business segments: its Lasers Division, its Photonics and Precision Technologies Division and its Ophir Division. In January 2013, the Company reorganized its operations to create three new operating segments: its Photonics Group, its Lasers Group and its Optics Group. As a result, the Company has revised its reportable segments to correspond with its new operating segments, reflecting the manner in which it now assesses performance and allocates resources. The results of operations of the Company’s reportable segments for the three and nine months ended September 29, 2012 reported below have been restated to conform to the new reportable segments. | ||||||||||||||
The Company measured income reported for each operating segment, which included only those costs that were directly attributable to the operations of that segment, and excluded unallocated operating expenses, such as corporate overhead and intangible asset amortization, certain gains and losses, interest and other expense, net, and income taxes. | ||||||||||||||
(In thousands) | Photonics | Lasers | Optics | Total | ||||||||||
Three months ended September 28, 2013: | ||||||||||||||
Sales to external customers | $ | 57,508 | $ | 38,923 | $ | 42,606 | $ | 139,037 | ||||||
Segment income | $ | 13,213 | $ | 3,432 | $ | 4,421 | $ | 21,066 | ||||||
Three months ended September 29, 2012: | ||||||||||||||
Sales to external customers | $ | 59,039 | $ | 42,545 | $ | 41,297 | $ | 142,881 | ||||||
Segment income | $ | 13,333 | $ | 3,971 | $ | 6,021 | $ | 23,325 | ||||||
Nine months ended September 28, 2013: | ||||||||||||||
Sales to external customers | $ | 171,324 | $ | 117,231 | $ | 117,323 | $ | 405,878 | ||||||
Segment income | $ | 36,546 | $ | 10,790 | $ | 6,996 | $ | 54,332 | ||||||
Nine months ended September 29, 2012: | ||||||||||||||
Sales to external customers | $ | 179,668 | $ | 136,506 | $ | 137,529 | $ | 453,703 | ||||||
Segment income | $ | 39,101 | $ | 13,559 | $ | 19,659 | $ | 72,319 | ||||||
The following table reconciles segment income to consolidated income before income taxes: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Segment income | $ | 21,066 | $ | 23,325 | $ | 54,332 | $ | 72,319 | ||||||
Unallocated operating expenses | -10,113 | -10,706 | -33,363 | (38,145 | ) | |||||||||
Gain (loss) on sale of assets | -4,517 | 950 | -4,517 | 6,248 | ||||||||||
Loss on extinguishment of debt | -3,355 | - | -3,355 | - | ||||||||||
Interest and other expense, net | -1,293 | -2,082 | -5,472 | (7,097 | ) | |||||||||
$ | 1,788 | $ | 11,487 | $ | 7,625 | $ | 33,325 |
LEGAL_PROCEEDINGS
LEGAL PROCEEDINGS | 9 Months Ended |
Sep. 28, 2013 | |
LEGAL PROCEEDINGS | ' |
LEGAL PROCEEDINGS | ' |
NOTE 16 LEGAL PROCEEDINGS | |
In November 2010, two former employees of Spectra-Physics, Linda Pope and Yvette Flores, together with their children, Tia Pope Hudson and Mark Flores, filed a complaint against Spectra-Physics and the Company in the Superior Court for Santa Clara County, California. Plaintiffs alleged that between 1975 and 1985 they were harmed by exposure to toxic substances at Spectra-Physics, and that Spectra-Physics failed to warn them about dangers associated with the substances and failed to implement adequate safeguards to protect them from the substances. | |
In November 2012, the Company reached an agreement with Linda Pope and Tia Pope Hudson to settle all claims related to their portion of the suit. In June 2013, the court granted the Company’s motion for summary judgment of Yvette Flores’ claims on the grounds that they were barred by the exclusivity of the State of California’s workers’ compensation system. In July 2013, the Company reached an agreement with Mark Flores to settle his claims, which were then the only claims remaining in the suit. In September 2013, the Company entered into a Settlement Agreement and Release with Mark Flores documenting the specifics of the settlement. A portion of the settlement amounts were paid in the third quarter of 2013, and the remaining amounts have been paid in the fourth quarter of 2013, from coverage by applicable insurance policies. As such, this settlement did not have any net impact on the Company’s income, cash flows or stockholders’ equity. |
MARKETABLE_SECURITIES_Tables
MARKETABLE SECURITIES (Tables) | 9 Months Ended | ||||||||||
Sep. 28, 2013 | |||||||||||
MARKETABLE SECURITIES | ' | ||||||||||
Schedule of aggregate fair value of available for sale securities and aggregate amount of unrealized gains and losses | ' | ||||||||||
The aggregate fair value of available for sale securities and the aggregate amount of unrealized gains and losses in available for sale securities at September 28, 2013 were as follows: | |||||||||||
(In thousands) | Aggregate | Aggregate Amount of | |||||||||
Unrealized | |||||||||||
Fair Value | Gains | Losses | |||||||||
Money market funds | $ | 5,209 | $ | 89 | $ | - | |||||
Certificates of deposit | 109 | - | - | ||||||||
$ | 5,318 | $ | 89 | $ | - | ||||||
The aggregate fair value of available for sale securities and the aggregate amount of unrealized gains and losses in available for sale securities at December 29, 2012 were as follows: | |||||||||||
(In thousands) | Aggregate | Aggregate Amount of | |||||||||
Unrealized | |||||||||||
Fair Value | Gains | Losses | |||||||||
Money market funds | $ | 4,244 | $ | 86 | $ | - | |||||
Certificates of deposit | 4,254 | - | - | ||||||||
$ | 8,498 | $ | 86 | $ | - | ||||||
Schedule of contractual maturities of certificates of deposit | ' | ||||||||||
(In thousands) | September 28, | ||||||||||
2013 | |||||||||||
0 – 1 Year | $ | 109 | |||||||||
1 – 2 Years | - | ||||||||||
2 – 3 Years | - | ||||||||||
3 – 5 Years | - | ||||||||||
5 – 10 Years | - | ||||||||||
More than 10 years | - | ||||||||||
$ | 109 | ||||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||
Summary of the Company's assets and liabilities measured at fair value on a recurring basis | ' | |||||||||||||
(In thousands) | Fair Value Measurements at Reporting Date Using | |||||||||||||
Description | September 28, 2013 | Quoted Prices in | Significant Other | Significant | ||||||||||
Active Markets for | Observable Inputs | Unobservable | ||||||||||||
Identical Assets | (Level 2) | Inputs | ||||||||||||
(Level 1) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||
Restricted Cash | $ | 3,405 | $ | 3,405 | $ | - | $ | - | ||||||
Marketable securities: | ||||||||||||||
Money market funds | 5,209 | 5,209 | - | - | ||||||||||
Certificates of deposit | 109 | - | 109 | - | ||||||||||
5,318 | 5,209 | 109 | - | |||||||||||
Derivative assets: | ||||||||||||||
Option contracts | 427 | - | 427 | - | ||||||||||
Forward contracts | 7 | - | 7 | - | ||||||||||
434 | - | 434 | - | |||||||||||
Funds in investments and other assets: | ||||||||||||||
Israeli pension funds | 11,017 | - | 11,017 | - | ||||||||||
Pension assets not owned by plan | 6,810 | - | 6,810 | - | ||||||||||
17,827 | - | 17,827 | - | |||||||||||
$ | 26,984 | $ | 8,614 | $ | 18,370 | $ | - | |||||||
Liabilities: | ||||||||||||||
Derivative liabilities: | ||||||||||||||
Option contracts | 57 | - | 57 | - | ||||||||||
(In thousands) | Fair Value Measurements at Reporting Date Using | |||||||||||||
Description | December 29, 2012 | Quoted Prices in | Significant Other | Significant | ||||||||||
Active Markets for | Observable Inputs | Unobservable | ||||||||||||
Identical Assets | (Level 2) | Inputs | ||||||||||||
(Level 1) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||
Restricted Cash | $ | 3,107 | $ | 3,107 | $ | - | $ | - | ||||||
Marketable securities: | ||||||||||||||
Money market funds | 4,244 | 4,244 | - | - | ||||||||||
Certificates of deposit | 4,254 | - | 4,254 | - | ||||||||||
8,498 | 4,244 | 4,254 | - | |||||||||||
Derivative assets: | ||||||||||||||
Option contracts | 755 | - | 755 | - | ||||||||||
Funds in investments and other assets: | ||||||||||||||
Israeli pension funds | 10,690 | - | 10,690 | |||||||||||
Pension assets not owned by plan | 6,615 | - | 6,615 | - | ||||||||||
17,305 | - | 17,305 | - | |||||||||||
$ | 29,665 | $ | 7,351 | $ | 22,314 | $ | - | |||||||
Liabilities: | ||||||||||||||
Derivative liabilities: | ||||||||||||||
Option contracts | 202 | - | 202 | - | ||||||||||
Summary of carrying amount and estimated fair values of financial instruments | ' | |||||||||||||
September 28, 2013 | December 29, 2012 | |||||||||||||
(In thousands) | Carrying | Carrying | ||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||
Short-term borrowings | $ | 5,614 | $ | 5,607 | $ | 32,985 | $ | 32,020 | ||||||
Long-term debt | $ | 102,069 | $ | 101,859 | $ | 150,758 | $ | 145,404 |
SUPPLEMENTAL_BALANCE_SHEET_INF1
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
SUPPLEMENTAL BALANCE SHEET INFORMATION | ' | |||||||
Schedule of inventories | ' | |||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
Raw materials and purchased parts | $ | 63,752 | $ | 65,766 | ||||
Work in process | 18,266 | 18,075 | ||||||
Finished goods | 23,823 | 24,887 | ||||||
Short-term inventories | $ | 105,841 | $ | 108,728 | ||||
Schedule of long-term inventories | ' | |||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
Raw materials and purchased parts | $ | 3,432 | $ | 4,149 | ||||
Finished goods | 4,855 | 4,926 | ||||||
Long-term inventories | $ | 8,287 | $ | 9,075 | ||||
Schedule of activity in accrued warranty obligations | ' | |||||||
Nine Months Ended | ||||||||
(In thousands) | September 28, | September 29, | ||||||
2013 | 2012 | |||||||
Balance at beginning of year | $ | 3,528 | $ | 4,466 | ||||
Additions charged to cost of sales | 1,817 | 2,011 | ||||||
Additions from acquisitions | - | 21 | ||||||
Warranty claims | -2,112 | -2,881 | ||||||
Balance at end of period | $ | 3,233 | $ | 3,617 | ||||
Schedule of accrued expenses and other current liabilities | ' | |||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
Deferred revenue | $ | 13,851 | $ | 11,561 | ||||
Deferred lease liability | 5,495 | 5,445 | ||||||
Accrued and deferred taxes | 3,545 | 3,866 | ||||||
Short-term accrued warranty obligations | 3,066 | 3,421 | ||||||
Other | 15,097 | 10,403 | ||||||
$ | 41,054 | $ | 34,696 | |||||
Schedule of accumulated other comprehensive loss | ' | |||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
Cumulative foreign currency translation losses | $ | -3,174 | $ | (4,569 | ) | |||
Unrecognized net pension losses | -3,087 | (3,248 | ) | |||||
Unrealized gains on marketable securities | 742 | 868 | ||||||
$ | -5,519 | $ | (6,949 | ) |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
INTANGIBLE ASSETS | ' | |||||||
Schedule of intangible assets, excluding goodwill | ' | |||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
Intangible assets subject to amortization: | ||||||||
Developed technology, net of accumulated amortization of $13,266 and $10,885 as of September 28, 2013 and December 29, 2012, respectively | $ | 27,505 | $ | 29,742 | ||||
Customer relationships, net of accumulated amortization of $31,018 and $26,255 as of September 28, 2013 and December 29, 2012, respectively | 15,367 | 20,100 | ||||||
In-process research and development, net of accumulated amortization of $577 and $158 as of September 28, 2013 and December 29, 2012, respectively | 7,338 | 7,746 | ||||||
Other, net of accumulated amortization of $6,203 and $5,915 as of September 28, 2013 and December 29, 2012, respectively | 1,342 | 1,553 | ||||||
51,552 | 59,141 | |||||||
Intangible assets not subject to amortization: | ||||||||
Trademarks and trade names | 18,305 | 18,305 | ||||||
Intangible assets, net | $ | 69,857 | $ | 77,446 | ||||
Schedule of estimated aggregate amortization expense for future fiscal years | ' | |||||||
Estimated | ||||||||
Aggregate | ||||||||
(In thousands) | Amortization | |||||||
Expense | ||||||||
2013 (remaining) | $ | 2,598 | ||||||
2014 | 8,404 | |||||||
2015 | 6,770 | |||||||
2016 | 6,386 | |||||||
2017 | 5,406 | |||||||
Thereafter | 19,998 | |||||||
$ | 49,562 |
INTEREST_AND_OTHER_EXPENSE_NET1
INTEREST AND OTHER EXPENSE, NET (Tables) | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
INTEREST AND OTHER EXPENSE, NET | ' | |||||||||||||
Interest and other expense, net | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Interest expense | $ | -1,087 | $ | -1,948 | $ | -4,670 | $ | (6,191 | ) | |||||
Interest and dividend income | 46 | 55 | 151 | 158 | ||||||||||
Derivative gain (loss) | 167 | -633 | 541 | (450 | ) | |||||||||
Bank and portfolio asset management fees | -245 | -212 | -631 | (540 | ) | |||||||||
Other income (expense), net | -174 | 656 | -863 | (74 | ) | |||||||||
$ | -1,293 | $ | -2,082 | $ | -5,472 | $ | (7,097 | ) |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||
Schedule of total stock-based compensation expense included in the Company's consolidated statements of income and comprehensive income | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Cost of sales | $ | 233 | $ | 189 | $ | 686 | $ | 490 | ||||||
Selling, general and administrative expenses | 1,921 | 1,767 | 5,114 | 5,075 | ||||||||||
Research and development expense | 291 | 217 | 790 | 700 | ||||||||||
$ | 2,445 | $ | 2,173 | $ | 6,590 | $ | 6,265 |
DEBT_AND_LINES_OF_CREDIT_Table
DEBT AND LINES OF CREDIT (Tables) | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
DEBT AND LINES OF CREDIT | ' | |||||||
Schedule of short-term debt | ' | |||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
Japanese revolving lines of credit | $ | 712 | $ | 5,231 | ||||
Japanese receivables financing facilities | 1,161 | 415 | ||||||
Current portion of long-term debt | 3,741 | 27,339 | ||||||
Total short-term borrowings | $ | 5,614 | $ | 32,985 | ||||
Schedule of long-term debt | ' | |||||||
(In thousands) | September 28, | December 29, | ||||||
2013 | 2012 | |||||||
U.S. term loan due October 2016 | $ | - | $ | 171,125 | ||||
U.S. revolving line of credit expiring July 2018 | 101,000 | - | ||||||
Israeli loans due through October 2015 | 2,480 | 3,591 | ||||||
Japanese private placement bonds due June 2014 | 2,036 | 2,325 | ||||||
Japanese loans due through June 2016 | 294 | 1,056 | ||||||
Total long-term debt | 105,810 | 178,097 | ||||||
Current portion of long-term debt | 3,741 | 27,339 | ||||||
Total long-term debt, less current portion | $ | 102,069 | $ | 150,758 |
NET_INCOME_PER_SHARE_Tables
NET INCOME PER SHARE (Tables) | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
NET INCOME PER SHARE | ' | |||||||||||||
Schedule of basic and diluted net income per share | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
(In thousands, except per share data) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Net income attributable to Newport Corporation | $ | 437 | $ | 7,636 | $ | 5,845 | $ | 23,382 | ||||||
Shares: | ||||||||||||||
Weighted average shares outstanding - basic | 39,121 | 38,264 | 38,935 | 38,072 | ||||||||||
Dilutive potential common shares, using treasury stock method | 536 | 381 | 491 | 753 | ||||||||||
Weighted average shares outstanding - diluted | 39,657 | 38,645 | 39,426 | 38,825 | ||||||||||
Net income per share attributable to Newport Corporation: | ||||||||||||||
Basic | $ | 0.01 | $ | 0.2 | $ | 0.15 | $ | 0.61 | ||||||
Diluted | $ | 0.01 | $ | 0.2 | $ | 0.15 | $ | 0.6 |
DEFINED_BENEFIT_PENSION_PLANS_
DEFINED BENEFIT PENSION PLANS (Tables) | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
DEFINED BENEFIT PENSION PLANS | ' | |||||||||||||
Schedule of net periodic benefit costs | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Service cost | $ | 687 | $ | 713 | $ | 2,108 | $ | 2,240 | ||||||
Interest cost on benefit obligations | 162 | 180 | 486 | 548 | ||||||||||
Expected return on plan assets | -51 | -57 | -154 | -171 | ||||||||||
Amortization of net loss | 62 | 38 | 187 | 114 | ||||||||||
$ | 860 | $ | 874 | $ | 2,627 | $ | 2,731 |
BUSINESS_SEGMENT_INFORMATION_T
BUSINESS SEGMENT INFORMATION (Tables) | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
BUSINESS SEGMENT INFORMATION | ' | |||||||||||||
Schedule of selected segment financial information | ' | |||||||||||||
(In thousands) | Photonics | Lasers | Optics | Total | ||||||||||
Three months ended September 28, 2013: | ||||||||||||||
Sales to external customers | $ | 57,508 | $ | 38,923 | $ | 42,606 | $ | 139,037 | ||||||
Segment income | $ | 13,213 | $ | 3,432 | $ | 4,421 | $ | 21,066 | ||||||
Three months ended September 29, 2012: | ||||||||||||||
Sales to external customers | $ | 59,039 | $ | 42,545 | $ | 41,297 | $ | 142,881 | ||||||
Segment income | $ | 13,333 | $ | 3,971 | $ | 6,021 | $ | 23,325 | ||||||
Nine months ended September 28, 2013: | ||||||||||||||
Sales to external customers | $ | 171,324 | $ | 117,231 | $ | 117,323 | $ | 405,878 | ||||||
Segment income | $ | 36,546 | $ | 10,790 | $ | 6,996 | $ | 54,332 | ||||||
Nine months ended September 29, 2012: | ||||||||||||||
Sales to external customers | $ | 179,668 | $ | 136,506 | $ | 137,529 | $ | 453,703 | ||||||
Segment income | $ | 39,101 | $ | 13,559 | $ | 19,659 | $ | 72,319 | ||||||
Schedule of reconciliation of segment income to consolidated income before income taxes | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Segment income | $ | 21,066 | $ | 23,325 | $ | 54,332 | $ | 72,319 | ||||||
Unallocated operating expenses | -10,113 | -10,706 | -33,363 | (38,145 | ) | |||||||||
Gain (loss) on sale of assets | -4,517 | 950 | -4,517 | 6,248 | ||||||||||
Loss on extinguishment of debt | -3,355 | - | -3,355 | - | ||||||||||
Interest and other expense, net | -1,293 | -2,082 | -5,472 | (7,097 | ) | |||||||||
$ | 1,788 | $ | 11,487 | $ | 7,625 | $ | 33,325 |
BASIS_OF_PRESENTATION_Details
BASIS OF PRESENTATION (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 29, 2012 |
BASIS OF PRESENTATION | ' |
Debt repayment and borrowing reclassifications | $2.80 |
ASSETS_HELD_FOR_SALE_Details
ASSETS HELD FOR SALE (Details) (Advanced packaging equipment business, Proposed transaction, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 28, 2013 |
Advanced packaging equipment business | Proposed transaction | ' |
Assets Held For Sale | ' |
Expected selling price of business | $6 |
Expected selling price of business, cash portion | 5.35 |
Expected selling price of business, portion settled with unsecured note receivable | 0.65 |
Expected term of note receivable | '7 years |
Expected interest rate on note receivable (as a percent) | 5.00% |
Expected transaction costs | 0.4 |
Net book value of business | 9.5 |
Net realizable value of business | 5 |
Loss resulting from write down of assets to their net realizable value | $4.50 |
MARKETABLE_SECURITIES_Details
MARKETABLE SECURITIES (Details) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Marketable Securities | ' | ' |
Aggregate Fair Value | $5,318 | $8,498 |
Aggregate amount of unrealized gains and losses | ' | ' |
Aggregate amount of unrealized gains | 89 | 86 |
Money market funds | ' | ' |
Marketable Securities | ' | ' |
Aggregate Fair Value | 5,209 | 4,244 |
Aggregate amount of unrealized gains and losses | ' | ' |
Aggregate amount of unrealized gains | 89 | 86 |
Certificates of deposit | ' | ' |
Marketable Securities | ' | ' |
Aggregate Fair Value | $109 | $4,254 |
MARKETABLE_SECURITIES_Details_
MARKETABLE SECURITIES (Details 2) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Contractual maturities of certificates of deposit | ' | ' |
Total contractual maturities | $5,318 | $8,498 |
Certificates of deposit | ' | ' |
Contractual maturities of certificates of deposit | ' | ' |
0 - 1 Year | 109 | ' |
Total contractual maturities | $109 | $4,254 |
MARKETABLE_SECURITIES_Details_1
MARKETABLE SECURITIES (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Gross realized gains and losses on sales of available for sale securities | ' | ' | ' | ' |
Realized gains and losses on sales of available for sale securities | $0 | $0 | $0 | $0 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Restricted Cash | $3,405 | $3,107 |
Marketable securities: | 5,318 | 8,498 |
Derivative Assets | 434 | ' |
Funds in investments and other assets | 17,827 | 17,305 |
Total assets | 26,984 | 29,665 |
Money market funds | ' | ' |
Assets: | ' | ' |
Marketable securities: | 5,209 | 4,244 |
Certificates of deposit | ' | ' |
Assets: | ' | ' |
Marketable securities: | 109 | 4,254 |
Option contracts | ' | ' |
Assets: | ' | ' |
Derivative Assets | 427 | 755 |
Liabilities: | ' | ' |
Derivative liabilities | 57 | 202 |
Forward contracts | ' | ' |
Assets: | ' | ' |
Derivative Assets | 7 | ' |
Israeli pension funds | ' | ' |
Assets: | ' | ' |
Funds in investments and other assets | 11,017 | 10,690 |
Pension assets not owned by plan | ' | ' |
Assets: | ' | ' |
Funds in investments and other assets | 6,810 | 6,615 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value Measurements, Recurring basis | ' | ' |
Assets: | ' | ' |
Restricted Cash | 3,405 | 3,107 |
Marketable securities: | 5,209 | 4,244 |
Total assets | 8,614 | 7,351 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | Fair Value Measurements, Recurring basis | ' | ' |
Assets: | ' | ' |
Marketable securities: | 5,209 | 4,244 |
Significant Other Observable Inputs (Level 2) | Fair Value Measurements, Recurring basis | ' | ' |
Assets: | ' | ' |
Marketable securities: | 109 | 4,254 |
Derivative Assets | 434 | ' |
Funds in investments and other assets | 17,827 | 17,305 |
Total assets | 18,370 | 22,314 |
Significant Other Observable Inputs (Level 2) | Certificates of deposit | Fair Value Measurements, Recurring basis | ' | ' |
Assets: | ' | ' |
Marketable securities: | 109 | 4,254 |
Significant Other Observable Inputs (Level 2) | Option contracts | Fair Value Measurements, Recurring basis | ' | ' |
Assets: | ' | ' |
Derivative Assets | 427 | 755 |
Liabilities: | ' | ' |
Derivative liabilities | 57 | 202 |
Significant Other Observable Inputs (Level 2) | Forward contracts | Fair Value Measurements, Recurring basis | ' | ' |
Assets: | ' | ' |
Derivative Assets | 7 | ' |
Significant Other Observable Inputs (Level 2) | Israeli pension funds | Fair Value Measurements, Recurring basis | ' | ' |
Assets: | ' | ' |
Funds in investments and other assets | 11,017 | 10,690 |
Significant Other Observable Inputs (Level 2) | Pension assets not owned by plan | Fair Value Measurements, Recurring basis | ' | ' |
Assets: | ' | ' |
Funds in investments and other assets | $6,810 | $6,615 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 2) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Carrying Amount | ' | ' |
Carrying amount and estimated fair values of financial instruments | ' | ' |
Short-term borrowings | $5,614 | $32,985 |
Long-term debt | 102,069 | 150,758 |
Fair Value | ' | ' |
Carrying amount and estimated fair values of financial instruments | ' | ' |
Short-term borrowings | 5,607 | 32,020 |
Long-term debt | $101,859 | $145,404 |
SUPPLEMENTAL_BALANCE_SHEET_INF2
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Short-term Inventories | ' | ' |
Raw materials and purchased parts | $63,752 | $65,766 |
Work in process | 18,266 | 18,075 |
Finished goods | 23,823 | 24,887 |
Short-term inventories | 105,841 | 108,728 |
Long-term Inventories | ' | ' |
Raw materials and purchased parts | 3,432 | 4,149 |
Finished goods | 4,855 | 4,926 |
Long-term inventories | $8,287 | $9,075 |
SUPPLEMENTAL_BALANCE_SHEET_INF3
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details 2) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 |
Accrued Warranty Obligations | ' | ' | ' |
Balance at beginning of year | $3,528 | $4,466 | ' |
Additions charged to cost of sales | 1,817 | 2,011 | ' |
Additions from acquisitions | ' | 21 | ' |
Warranty claims | -2,112 | -2,881 | ' |
Balance at end of period | 3,233 | 3,617 | ' |
Accrued Expenses and Other Current Liabilities | ' | ' | ' |
Deferred revenue | 13,851 | ' | 11,561 |
Deferred lease liability | 5,495 | ' | 5,445 |
Accrued and deferred taxes | 3,545 | ' | 3,866 |
Short-term accrued warranty obligations | 3,066 | ' | 3,421 |
Other | 15,097 | ' | 10,403 |
Accrued expenses and other current liabilities, total | 41,054 | ' | 34,696 |
Accumulated Other Comprehensive Loss | ' | ' | ' |
Cumulative foreign currency translation losses | -3,174 | ' | -4,569 |
Unrecognized net pension losses | -3,087 | ' | -3,248 |
Unrealized gains on marketable securities | 742 | ' | 868 |
Accumulated other comprehensive loss | ($5,519) | ' | ($6,949) |
Photonics and Optics | All products other than filters, gratings, laser beam profilers and dental CAD/CAM scanners | ' | ' | ' |
Warranty | ' | ' | ' |
Product warranty period | '1 year | ' | ' |
Photonics and Optics | Original equipment manufacturer | Minimum | ' | ' | ' |
Warranty | ' | ' | ' |
Product warranty period | '15 months | ' | ' |
Photonics and Optics | Original equipment manufacturer | Maximum | ' | ' | ' |
Warranty | ' | ' | ' |
Product warranty period | '19 months | ' | ' |
Optics | Filters and gratings products | ' | ' | ' |
Warranty | ' | ' | ' |
Product warranty period | '90 days | ' | ' |
Photonics | Laser beam profilers and dental CAD/CAM scanners | ' | ' | ' |
Warranty | ' | ' | ' |
Product warranty period | '2 years | ' | ' |
Lasers Division | Minimum | ' | ' | ' |
Warranty | ' | ' | ' |
Product warranty period | '90 days | ' | ' |
Lasers Division | Maximum | ' | ' | ' |
Warranty | ' | ' | ' |
Product warranty period | '2 years | ' | ' |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 |
In Thousands, unless otherwise specified | Developed technology | Developed technology | Developed technology | Developed technology | Customer relationships | Customer relationships | Customer relationships | In-process research and development | In-process research and development | Other intangible assets | Other intangible assets | Other intangible assets except product trademarks and trade names | Other intangible assets except product trademarks and trade names | Trademarks and trade names associated with products | Trademarks and trade names associated with products | ||
Minimum | Maximum | Maximum | Minimum | Maximum | Minimum | Maximum | |||||||||||
Intangible assets subject to amortization: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets | $51,552 | $59,141 | $27,505 | $29,742 | ' | ' | $15,367 | $20,100 | ' | $7,338 | $7,746 | $1,342 | $1,553 | ' | ' | ' | ' |
Accumulated amortization | ' | ' | 13,266 | 10,885 | ' | ' | 31,018 | 26,255 | ' | 577 | 158 | 6,203 | 5,915 | ' | ' | ' | ' |
Intangible asset amortized period | ' | ' | ' | ' | '10 years | '20 years | ' | ' | '10 years | ' | ' | ' | ' | '3 months | '10 years | '10 years | '20 years |
Intangible assets not subject to amortization: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trademarks and trade names | 18,305 | 18,305 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets, net | $69,857 | $77,446 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INTANGIBLE_ASSETS_Details_2
INTANGIBLE ASSETS (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | |
Intangible assets, excluding goodwill | ' | ' | ' | ' |
Amortization expense related to intangible assets | $2,600,000 | $4,600,000 | $7,700,000 | $14,800,000 |
Estimated aggregate amortization expense | ' | ' | ' | ' |
2013 (remaining) | 2,598,000 | ' | 2,598,000 | ' |
2014 | 8,404,000 | ' | 8,404,000 | ' |
2015 | 6,770,000 | ' | 6,770,000 | ' |
2016 | 6,386,000 | ' | 6,386,000 | ' |
2017 | 5,406,000 | ' | 5,406,000 | ' |
Thereafter | 19,998,000 | ' | 19,998,000 | ' |
Total estimated future amortization expense | 49,562,000 | ' | 49,562,000 | ' |
Future IPR&D expense excluded from estimated future expense | $2,000,000 | ' | $2,000,000 | ' |
INTEREST_AND_OTHER_EXPENSE_NET2
INTEREST AND OTHER EXPENSE, NET (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
INTEREST AND OTHER EXPENSE, NET | ' | ' | ' | ' |
Interest expense | ($1,087) | ($1,948) | ($4,670) | ($6,191) |
Interest and dividend income | 46 | 55 | 151 | 158 |
Derivative gain (loss) | 167 | -633 | 541 | -450 |
Bank and portfolio asset management fees | -245 | -212 | -631 | -540 |
Other income (expense), net | -174 | 656 | -863 | -74 |
Total | ($1,293) | ($2,082) | ($5,472) | ($7,097) |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | |
Total stock-based compensation expense included in the Company's consolidated statements of operations | ' | ' | ' | ' |
Stock-based compensation expense | $2,445,000 | $2,173,000 | $6,590,000 | $6,265,000 |
Unrecognized total compensation cost | ' | ' | ' | ' |
Unrecognized stock-based compensation expense related to non-vested stock-based awards | 17,600,000 | ' | 17,600,000 | ' |
Weighted-average period over which unrecognized stock-based compensation cost is expected to be recognized | ' | ' | '2 years 1 month 6 days | ' |
Cost of sales | ' | ' | ' | ' |
Total stock-based compensation expense included in the Company's consolidated statements of operations | ' | ' | ' | ' |
Stock-based compensation expense | 233,000 | 189,000 | 686,000 | 490,000 |
Selling, general and administrative expenses | ' | ' | ' | ' |
Total stock-based compensation expense included in the Company's consolidated statements of operations | ' | ' | ' | ' |
Stock-based compensation expense | 1,921,000 | 1,767,000 | 5,114,000 | 5,075,000 |
Research and development expense | ' | ' | ' | ' |
Total stock-based compensation expense included in the Company's consolidated statements of operations | ' | ' | ' | ' |
Stock-based compensation expense | $291,000 | $217,000 | $790,000 | $700,000 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details 2) (USD $) | 9 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Sep. 28, 2013 |
Stock Options | ' |
Stock-based compensation | ' |
Stock options exercisable and outstanding (in shares) | 0.6 |
Stock options exercisable and outstanding, weighted average exercise price (in dollars per share) | $14.58 |
Stock options exercisable and outstanding, intrinsic value | $1 |
Stock options exercisable and outstanding, remaining contractual term | '10 months 24 days |
Stock-settled stock appreciation rights | ' |
Stock-based compensation | ' |
Granted (in shares) | 0.7 |
Weighted average grant date fair values (in dollars per share) | $6.61 |
Stock appreciation rights outstanding (in shares) | 2 |
Stock appreciation rights outstanding, weighted average base value (in dollars per share) | $12.27 |
Stock appreciation rights outstanding, intrinsic value | 7.6 |
Stock appreciation rights outstanding, remaining contractual term | '4 years 9 months 18 days |
Stock appreciation rights exercisable (in shares) | 1 |
Stock appreciation rights exercisable, weighted-average exercise price (in dollars per share) | $9.76 |
Stock appreciation rights exercisable, intrinsic value | $6.40 |
Stock appreciation rights exercisable, remaining contractual term | '3 years 4 months 24 days |
Restricted stock units | ' |
Stock-based compensation | ' |
Granted (in shares) | 0.7 |
Weighted average grant date fair values (in dollars per share) | $13.77 |
DEBT_AND_LINES_OF_CREDIT_Detai
DEBT AND LINES OF CREDIT (Details) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Debts and Lines of credit | ' | ' |
Current portion of long-term debt | $3,741 | $27,339 |
Total short-term borrowings | 5,614 | 32,985 |
Japanese revolving lines of credit | ' | ' |
Debts and Lines of credit | ' | ' |
Total short-term borrowings | 712 | 5,231 |
Japanese receivables financing facilities | ' | ' |
Debts and Lines of credit | ' | ' |
Total short-term borrowings | $1,161 | $415 |
DEBT_AND_LINES_OF_CREDIT_Detai1
DEBT AND LINES OF CREDIT (Details 2) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Debt and Lines of credit | ' | ' |
Total long-term debt | $105,810 | $178,097 |
Current portion of long-term debt | 3,741 | 27,339 |
Total long-term debt, less current portion | 102,069 | 150,758 |
U.S. term loan, maturing October 2016 | ' | ' |
Debt and Lines of credit | ' | ' |
Total long-term debt | ' | 171,125 |
U.S. revolving line of credit expiring July 2018 | ' | ' |
Debt and Lines of credit | ' | ' |
Total long-term debt | 101,000 | ' |
Israeli loans due through October 2015 | ' | ' |
Debt and Lines of credit | ' | ' |
Total long-term debt | 2,480 | 3,591 |
Japanese private placement bonds due June 2014 | ' | ' |
Debt and Lines of credit | ' | ' |
Total long-term debt | 2,036 | 2,325 |
Japanese loans due through June 2016 | ' | ' |
Debt and Lines of credit | ' | ' |
Total long-term debt | $294 | $1,056 |
DEBT_AND_LINES_OF_CREDIT_Detai2
DEBT AND LINES OF CREDIT (Details 3) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |
Jul. 18, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Jul. 17, 2013 | |
Secured Credit Facility | ' | ' | ' | ' |
Term loan, original loan amount | ' | ' | ' | $185,000,000 |
Amount of Borrowings used for Repayment of Debt | 120,000,000 | ' | ' | ' |
Repayment of entire outstanding principal amount | 152,600,000 | ' | ' | ' |
Loss on extinguishment of debt | ' | 3,355,000 | 3,355,000 | ' |
Revolving line of credit | ' | ' | ' | ' |
Secured Credit Facility | ' | ' | ' | ' |
Maximum borrowing capacity | 275,000,000 | ' | ' | 65,000,000 |
Term of credit facility | '5 years | ' | ' | ' |
Amount of optional increase in aggregate principal amount of borrowings | 50,000,000 | ' | ' | ' |
Outstanding balance | ' | $101,000,000 | $101,000,000 | ' |
Interest rate per annum (as a percent) | ' | 2.19% | 2.19% | ' |
Commitment fee (as a percent) | 0.35% | ' | ' | ' |
Revolving line of credit | Maximum | ' | ' | ' | ' |
Secured Credit Facility | ' | ' | ' | ' |
Commitment fee (as a percent) | 0.40% | ' | ' | ' |
Revolving line of credit | Minimum | ' | ' | ' | ' |
Secured Credit Facility | ' | ' | ' | ' |
Commitment fee (as a percent) | 0.25% | ' | ' | ' |
Revolving line of credit | Base Rate | ' | ' | ' | ' |
Secured Credit Facility | ' | ' | ' | ' |
Reference rate description | 'Base Rate | ' | ' | ' |
Margin on reference rate (as a percent) | 1.00% | ' | ' | ' |
Revolving line of credit | Base Rate | Maximum | ' | ' | ' | ' |
Secured Credit Facility | ' | ' | ' | ' |
Margin on reference rate (as a percent) | 1.25% | ' | ' | ' |
Revolving line of credit | Base Rate | Minimum | ' | ' | ' | ' |
Secured Credit Facility | ' | ' | ' | ' |
Margin on reference rate (as a percent) | 0.50% | ' | ' | ' |
Revolving line of credit | Eurodollar Rate | ' | ' | ' | ' |
Secured Credit Facility | ' | ' | ' | ' |
Reference rate description | 'Eurodollar Rate | ' | ' | ' |
Margin on reference rate (as a percent) | 2.00% | ' | ' | ' |
Revolving line of credit | Eurodollar Rate | Maximum | ' | ' | ' | ' |
Secured Credit Facility | ' | ' | ' | ' |
Margin on reference rate (as a percent) | 2.25% | ' | ' | ' |
Revolving line of credit | Eurodollar Rate | Minimum | ' | ' | ' | ' |
Secured Credit Facility | ' | ' | ' | ' |
Margin on reference rate (as a percent) | 1.50% | ' | ' | ' |
NET_INCOME_PER_SHARE_Details
NET INCOME PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
NET INCOME PER SHARE | ' | ' | ' | ' |
Net income attributable to Newport Corporation | $437 | $7,636 | $5,845 | $23,382 |
Shares: | ' | ' | ' | ' |
Weighted average shares outstanding - basic | 39,121 | 38,264 | 38,935 | 38,072 |
Dilutive potential common shares, using treasury stock method | 536 | 381 | 491 | 753 |
Weighted average shares outstanding - diluted | 39,657 | 38,645 | 39,426 | 38,825 |
Net income per share attributable to Newport Corporation: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.01 | $0.20 | $0.15 | $0.61 |
Diluted (in dollars per share) | $0.01 | $0.20 | $0.15 | $0.60 |
NET_INCOME_PER_SHARE_Details_2
NET INCOME PER SHARE (Details 2) | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | |
Stock options and stock-settled stock appreciation rights | ' | ' | ' | ' |
Stock-Based Benefit Plans | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | 1,500,000 | 1,000,000 | 1,500,000 | 1,000,000 |
Performance-based restricted stock units | ' | ' | ' | ' |
Stock-Based Benefit Plans | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | 700,000 | 400,000 | 700,000 | 400,000 |
Restricted stock units | ' | ' | ' | ' |
Stock-Based Benefit Plans | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | 8,000 | 200,000 | 8,000 | 200,000 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 28, 2013 | Mar. 30, 2013 |
INCOME TAXES | ' | ' |
Adjustment to the value of deferred tax assets and liabilities | $0.70 | ' |
Unrecognized tax benefits | ' | ' |
Reversal of unrecognized tax benefits | ' | 0.7 |
Gross unrecognized tax benefits | 14.4 | ' |
Net unrecognized tax benefits | 11.6 | ' |
Domestic and foreign subsidiaries | ' | ' |
Valuation allowance | ' | ' |
Valuation allowance | $3.40 | ' |
STOCKHOLDERS_EQUITY_TRANSACTIO1
STOCKHOLDERS' EQUITY TRANSACTIONS (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 28, 2013 | 31-May-08 |
STOCKHOLDERS' EQUITY TRANSACTIONS | ' | ' |
Shares of common stock authorized to be repurchased | ' | 4 |
Purchases made under the program | 0 | ' |
Remaining shares to be repurchased | 3.9 | ' |
Number of restricted stock units cancelled in payment of taxes owed by employees (in shares) | 0.1 | ' |
Value of restricted stock units cancelled | $2 | ' |
DEFINED_BENEFIT_PENSION_PLANS_1
DEFINED BENEFIT PENSION PLANS (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Net periodic benefit costs | ' | ' | ' | ' |
Service cost | $687 | $713 | $2,108 | $2,240 |
Interest cost on benefit obligations | 162 | 180 | 486 | 548 |
Expected return on plan assets | -51 | -57 | -154 | -171 |
Amortization of net loss | 62 | 38 | 187 | 114 |
Total | $860 | $874 | $2,627 | $2,731 |
BUSINESS_SEGMENT_INFORMATION_D
BUSINESS SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
item | ||||
BUSINESS SEGMENT INFORMATION | ' | ' | ' | ' |
Number of operating segments | ' | ' | 3 | ' |
Segment Reporting Information, by Segment | ' | ' | ' | ' |
Sales to external customers | $139,037 | $142,881 | $405,878 | $453,703 |
Segment income | 6,436 | 12,619 | 16,452 | 34,174 |
Photonics | ' | ' | ' | ' |
Segment Reporting Information, by Segment | ' | ' | ' | ' |
Sales to external customers | 57,508 | 59,039 | 171,324 | 179,668 |
Lasers | ' | ' | ' | ' |
Segment Reporting Information, by Segment | ' | ' | ' | ' |
Sales to external customers | 38,923 | 42,545 | 117,231 | 136,506 |
Optics | ' | ' | ' | ' |
Segment Reporting Information, by Segment | ' | ' | ' | ' |
Sales to external customers | 42,606 | 41,297 | 117,323 | 137,529 |
Operating segments | ' | ' | ' | ' |
Segment Reporting Information, by Segment | ' | ' | ' | ' |
Segment income | 21,066 | 23,325 | 54,332 | 72,319 |
Operating segments | Photonics | ' | ' | ' | ' |
Segment Reporting Information, by Segment | ' | ' | ' | ' |
Segment income | 13,213 | 13,333 | 36,546 | 39,101 |
Operating segments | Lasers | ' | ' | ' | ' |
Segment Reporting Information, by Segment | ' | ' | ' | ' |
Segment income | 3,432 | 3,971 | 10,790 | 13,559 |
Operating segments | Optics | ' | ' | ' | ' |
Segment Reporting Information, by Segment | ' | ' | ' | ' |
Segment income | $4,421 | $6,021 | $6,996 | $19,659 |
BUSINESS_SEGMENT_INFORMATION_D1
BUSINESS SEGMENT INFORMATION (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Reconciliation of segment income to consolidated income before income taxes | ' | ' | ' | ' |
Segment income | $6,436 | $12,619 | $16,452 | $34,174 |
Gain (loss) on sale of assets | -4,517 | 950 | -4,517 | 6,248 |
Loss on extinguishment of debt | -3,355 | ' | -3,355 | ' |
Interest and other expense, net | -1,293 | -2,082 | -5,472 | -7,097 |
Income before income taxes | 1,788 | 11,487 | 7,625 | 33,325 |
Operating segments | ' | ' | ' | ' |
Reconciliation of segment income to consolidated income before income taxes | ' | ' | ' | ' |
Segment income | 21,066 | 23,325 | 54,332 | 72,319 |
Unallocated Amount to Segment | ' | ' | ' | ' |
Reconciliation of segment income to consolidated income before income taxes | ' | ' | ' | ' |
Unallocated operating expenses | ($10,113) | ($10,706) | ($33,363) | ($38,145) |
LEGAL_PROCEEDINGS_Details
LEGAL PROCEEDINGS (Details) (Former employees of Spectra-Physics versus Spectra-Physics and Newport) | 1 Months Ended |
Nov. 30, 2010 | |
item | |
Former employees of Spectra-Physics versus Spectra-Physics and Newport | ' |
Loss Contingencies | ' |
Number of former employees who filed a suit | 2 |