<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
***
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
-----------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to ______________________
Commission File Number 0-1649
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NEWPORT CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 94-0849175
- --------------------------------------------------------------------------------
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1791 Deere Avenue, Irvine, CA 92714
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 863-3144
--------------
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _______
------
The number of shares outstanding of each of the issuer's classes of common
stock as of March 31, 1995, was 8,545,506
---------
Page 1 of 16
<PAGE>
NEWPORT CORPORATION
INDEX
PART I. FINANCIAL INFORMATION Page Number
Item 1: Financial Statements:
Condensed Consolidated Statement of Operations and Condensed
Consolidated Statement of Stockholders' Equity for the Three
Months ended March 31, 1995 and 1994. 3
Condensed Consolidated Balance Sheet at March 31,
1995 and December 31, 1994. 4
Condensed Consolidated Statement of Cash Flows for
the Three Months ended March 31, 1995 and 1994. 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K 14
SIGNATURE 15
2
<PAGE>
NEWPORT CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands except Three Months Ended
per share amounts) March 31,
------------------------------
1995 1994
---------- --------
<S> <C> <C>
Net sales $24,316 $22,289
Cost of sales 13,520 12,495
------- -------
Gross profit 10,796 9,794
Selling, general and administrative expense 8,313 7,489
Research and development expense 1,661 1,436
------- -------
Income from operations 822 869
Interest expense (398) (452)
Other income, net 786 131
------- -------
Income before income taxes 1,210 548
Income tax provision 382 16
------- -------
Net income $ 828 $ 532
------- -------
Net income per share $0.10 $0.06
------- -------
Average number of shares 8,543 8,444
------- -------
Stockholders' equity, beginning of period $46,651 $43,643
Net income 828 532
Dividends paid (141) (140)
Unrealized translation gain 1,161 577
Reduction in unrealized gain on marketable
securities (135) (85)
Unamortized deferred compensation 21 (142)
Issuance of common shares 396 151
------- -------
Stockholders' equity, end of period $48,781 $44,536
------- -------
</TABLE>
See accompanying notes
3
<PAGE>
NEWPORT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands)
March 31, December 31,
1995 1994
---------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,911 $ 3,014
Marketable securities 363 610
Customer receivables, net 18,888 18,755
Other receivables 1,478 1,912
Inventories 21,802 21,432
Other current assets 2,493 2,600
------- -------
Total current assets 46,935 48,323
Investments, notes receivable and other assets 4,410 4,441
Property, plant and equipment, at cost, net 24,013 23,044
Goodwill, net 9,467 8,846
------- -------
$84,825 $84,654
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,827 $ 5,393
Accrued payroll and related expenses 4,136 4,679
Taxes based on income 1,593 1,308
Accrued restructuring liabilities, net 2,001 2,364
Current portion of long-term debt 7,678 10,316
Other accrued liabilities 3,138 2,544
------- -------
Total current liabilities 23,373 26,604
Deferred taxes 282 282
Notes payable to banks-long term 12,389 11,117
Stockholders' equity:
Common stock, $.35 stated value, 20 million shares authorized;
8,546,000 shares issued and outstanding currently;
8,441,000 shares at December 31, 1994 2,991 2,954
Capital in excess of stated value 6,130 5,771
Unamortized deferred compensation (230) (251)
Unrealized gain on marketable securities 208 343
Unrealized translation loss (1,617) (2,778)
Retained earnings 41,299 40,612
------- -------
Total stockholders' equity 48,781 46,651
------- -------
$84,825 $84,654
------- -------
</TABLE>
See accompanying notes
4
<PAGE>
NEWPORT CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
(In thousands) 1995 1994
------- -------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 828 $ 532
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization 1,292 908
Net gain from sales of investments (437) -
Increase in provision for losses
on receivables and inventories 382 272
Increase in deferred income taxes - 12
Realized foreign currency gains, net (299) (11)
Net gains from sales of equipment (2) (26)
Changes in operating assets and liabilities:
(Increase) decrease in receivables 978 (1,966)
(Increase) decrease in inventories (61) 283
(Increase) decrease in prepaid expenses 44 (250)
Increase (decrease) in accounts payable &
other accrued expenses (1,656) 903
Increase (decrease) in accrued income taxes 280 (919)
Other (16) 394
------- -------
Net cash provided by operating activities 1,333 132
------- -------
INVESTING ACTIVITIES:
Proceeds from sales of investments (net) 460 -
Purchases of property, plant and equipment (net) (699) (290)
Other 57 96
------- -------
Net cash used in investing activities (182) (194)
------- -------
FINANCING ACTIVITIES:
Increase (decrease) in short-term borrowings, net (3,261) 889
Increase in long-term borrowings, net 478 52
Cash dividends paid (141) (140)
Proceeds from common stock under
employee agreements for cash 396 151
------- -------
Net cash provided by (used in) financing activities (2,528) 952
------- -------
Effect of foreign exchange rate changes on cash 274 117
------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,103) 1,007
Cash and cash equivalents at beginning of period 3,014 2,537
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,911 $ 3,544
======= =======
</TABLE>
See accompanying notes
5
<PAGE>
NEWPORT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
(UNAUDITED)
1. INTERIM REPORTING
GENERAL
The accompanying unaudited financial statements consolidate the accounts of the
Company and its wholly owned subsidiaries and have been restated to reflect the
acquisitions of ROI and LCI (Note 2) which have been accounted for using the
pooling of interests method. The accounts of the Company's subsidiaries in
Europe have been consolidated using a one-month lag.
In the opinion of management, all adjustments necessary for a fair presentation
of the information in the unaudited condensed consolidated financial statements
have been made and consist of only normal recurring accruals. Certain
reclassifications have been made to prior period amounts to conform to current
year presentation. Although the Company believes that the disclosures in these
financial statements are adequate to make the information presented not
misleading, certain information and footnote information normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to rules and regulations of
the Securities and Exchange Commission, and consequently, these statements
should be read in conjunction with the Company's consolidated financial
statements and notes thereto, contained in the Company's Form 10-K for the year
ended December 31, 1994.
EARNINGS PER SHARE
Earnings per share is based on the weighted average number of shares of common
stock and, for periods with income, the dilutive effects of common stock
equivalents (stock options), determined using the treasury stock method.
2. ACQUISITIONS
On February 28, 1995, the Company acquired all the outstanding capital stock of
Ram Optical Instrumentation, Inc. (ROI) in exchange for 1,251,000 shares of its
common stock. Additionally, an option to purchase 3,500 ROI common shares was
exchanged for an option to purchase 72,975 Newport common shares. ROI, a
manufacturer of video inspection systems, became a wholly-owned subsidiary of
Newport. The fiscal year of ROI will be changed from March 31 to December 31 to
conform to the Company's fiscal year-end.
On March 30, 1995, the Company acquired all the outstanding stock of Light
Control Instruments, Inc. (LCI) in exchange for 128,000 shares of its common
stock. LCI, a manufacturer of laser-diode instruments also became a wholly owned
subsidiary of Newport.
These transactions have been accounted for as a pooling of interests. Costs
associated with these acquisitions of $.1 million were charged to operations in
the first quarter of 1995.
6
<PAGE>
NEWPORT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
MARCH 31, 1995
(UNAUDITED)
2. ACQUISITIONS (CONT'D)
Net sales and net income (loss) of Newport, ROI and LCI were the following:
Three Months Ended
March 31,
-------------------
<TABLE>
<CAPTION>
(In thousands) 1995 1994
-------- --------
<S> <C> <C>
Net sales
Newport $21,595 $20,121
ROI 2,601 2,037
LCI 120 131
------- -------
Combined $24,316 $22,289
======= =======
Net income (loss)
Newport $ 826 $ 605
ROI 89 (68)
LCI (87) (5)
------- -------
Combined $ 828 $ 532
======= =======
</TABLE>
3. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash-on-hand and short-term certificates of
deposit and other securities readily convertible to cash.
4. CUSTOMER RECEIVABLES
Customer receivables consist of the following:
<TABLE>
<CAPTION>
March 31, December 31,
(In thousands) 1995 1994
--------- ------------
<S> <C> <C>
Customer receivables $19,408 $19,215
Less allowance for doubtful accounts 520 460
------- -------
$18,888 $18,755
======= =======
</TABLE>
The Company maintains adequate reserves for potential credit losses. Such losses
have been minimal and within management's estimates. Receivables from customers
are generally unsecured.
7
<PAGE>
NEWPORT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
MARCH 31, 1995
(UNAUDITED)
5. INVENTORIES
Inventories are stated at cost, determined on either a first-in, first-out
(FIFO) or average cost basis and do not exceed net realizable value.
Inventories consist of the following:
<TABLE>
<CAPTION>
March 31, December 31,
(In thousands) 1995 1994
--------- ------------
<S> <C> <C>
Raw materials and purchased parts $ 7,240 $ 7,350
Work in process 3,816 3,541
Finished goods 10,746 10,541
------- -------
$21,802 $21,432
======= =======
</TABLE>
6. INVESTMENTS, NOTES RECEIVABLE AND OTHER ASSETS
Investments, notes receivable and other assets consist of the following:
<TABLE>
<CAPTION>
March 31, December 31,
(In thousands) 1995 1994
------- -------
<S> <C> <C>
Marketable investments $ 363 $ 610
available-for-sale
Nonmarketable investments 3,840 3,840
Notes receivable 97 97
Other assets 473 504
------- -------
4,773 5,051
Less current portion 363 610
------- -------
$ 4,410 $ 4,441
======= =======
</TABLE>
Marketable investments available-for-sale at March 31, 1995 and December 31,
1994 consist of shares of common stocks of publicly traded companies. They are
stated at fair market value at March 31, 1995 and December 31, 1994, which
resulted in gross unrealized gains of $0.3 million and $0.5 million,
respectively. The excess of fair market value over cost (net of deferred income
taxes of $0.1 million and $0.2 million at March 31, 1995 and December 31, 1994,
respectively) is included as a separate component of Stockholders' Equity.
Realized gains and losses on sale of these securities are based on the
difference between the selling price and historical cost.
Nonmarketable investments consist primarily of investments in private
companies, including a 25% interest in a US supplier and a 29% interest in a
company active in laser and electro-optical technology, stated at cost, adjusted
for the Company's proportionate share of undistributed earnings or losses. Notes
receivable are carried at lower of amortized cost or net realizable value.
Other assets consist primarily of patents and license agreements.
8
<PAGE>
NEWPORT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
MARCH 31, 1995
(UNAUDITED)
7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
March 31, December 31,
(In thousands) 1995 1994
--------- ----------
<S> <C> <C>
Land $ 2,270 $ 2,115
Buildings 13,545 12,671
Leasehold improvements 7,402 7,176
Machinery and equipment 19,976 19,119
Office equipment 8,282 7,596
------- -------
51,475 48,677
Less accumulated depreciation 27,462 25,633
------- -------
$24,013 $23,044
======= =======
</TABLE>
8. NOTES PAYABLE TO BANKS
Outstanding notes payable to banks consists of the following:
<TABLE>
<CAPTION>
March 31, December 31,
(Dollar amounts in thousands) 1995 1994
--------- ------------
<S> <C> <C>
Credit agreements:
PIBOR + 1%, maturing March 31,
1996, payable in French francs $ 3,462 $ 2,434
Prime + 1%, maturing August 1995 288 249
Prime + 1%, maturing June 1996 3,135 6,378
Term notes:
PIBOR + 1.6%, maturing in annual
installments beginning October 1994,
payable in French francs 7,806 7,024
Prime + 1%, maturing June 1996 1,005 1,185
Mortgages payable:
Various (9.2% to 12.75%), maturing from
1995 to 1999, payable in French francs 1,100 1,148
Capitalized lease obligations, payable in
varying installments to 1999, in French francs 3,271 3,015
------- -------
20,067 21,433
Less current portion 7,678 10,316
------- -------
$12,389 $11,117
======= =======
</TABLE>
9
<PAGE>
NEWPORT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
MARCH 31, 1995
(UNAUDITED)
8. NOTES PAYABLE TO BANKS (CONT'D)
The Company has a credit agreement with a U.S. bank which provides for a line of
credit of up to $15 million, expiring in June 1996, secured by eligible accounts
receivable, inventory and fixed assets, with interest at prime plus one percent.
The line has an annual facility fee of 0.5 percent and an unused line fee of
0.25 percent of the first $5 million of unused credit and 0.5 percent of any
unused credit in excess of $5 million. At March 31, 1995, amounts outstanding
under the line of credit aggregated $4.1 million and amounts available for
borrowing under the line totaled $3.3 million.
The Company has a credit agreement with a US financial institution which
provides for a line of credit of up to $1 million, expiring in August 1995,
secured by eligible accounts receivable and inventory, with interest at prime
plus one percent. At March 31, 1995, amounts outstanding under the line of
credit aggregated $0.3 million and amounts available for borrowing under the
line totaled $0.7 million
The Company has a line of credit with a consortium of foreign banks providing
for advances up to a limit of 25 million francs ($5.1 million) expiring March
31, 1996. Borrowings outstanding under this agreement were 16.6 million French
francs (approximately $3.5 million) at March 31, 1995.
The Company has term notes with the same consortium of foreign banks which, at
March 31, 1995, totaled 37.5 million French francs (approximately $7.8 million)
with interest at 1.6% above PIBOR, secured generally by assets of Micro-
Controle. Repayment is in three remaining annual installments commencing in
October 1995.
Capitalized lease obligations of 15.7 million French francs (approximately $3.3
million) relate to real estate and equipment.
9. OTHER INCOME
Other income consisted of the following:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
(In thousands) 1995 1994
----- -----
<S> <C> <C>
Interest and dividend income $ 24 $ 77
Realized exchange gains, net 299 11
Gains on sale of investments 437 -
Other 26 43
----- -----
$ 786 $ 131
===== =====
</TABLE>
10
<PAGE>
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 31, 1994
The following is management's discussion and analysis of certain significant
factors which have affected the earnings and financial position of the Company
during the period included in the accompanying financial statements. This
discussion includes the impact of the acquisition of RAM Optical Instrumentation
Inc. ("ROI") and Light Control Instruments Inc. ("LCI") and represents the
three-month period ended March 31, 1995, compared with the three-month period
ended March 31, 1994. This discussion should be read in conjunction with the
financial statements and associated notes. Prior period financial statements
have been restated to reflect the acquisitions of ROI and LCI using the pooling
of interests method.
ACQUISITIONS:
On February 28, 1995, the Company acquired all the outstanding capital stock of
ROI in exchange for 1,251,000 shares of its common stock. Additionally, an
option to purchase 3,500 ROI common shares was exchanged for an option to
purchase 72,975 Newport common shares. ROI, a manufacturer of video inspection
systems, became a wholly-owned subsidiary of Newport. The fiscal year of ROI
will be changed from March 31 to December 31 to conform to the Company's fiscal
year-end.
On March 30, 1995, the Company acquired all the outstanding stock of Light
Control Instruments, Inc. in exchange for 128,000 shares of its common stock.
LCI, a manufacturer of laser-diode instruments also became a wholly owned
subsidiary of Newport.
These transactions have been accounted for as a pooling of interests.
RESTRUCTURING:
At December 31,1994 $2.4 million remained of the restructuring reserves
established during 1992 and 1993. During the first quarter of 1995, $0.4
million was charged to the reserve representing $0.1 million of severence and
$0.3 million to close facilities. It is expected that the remaining $2.0
million, principally severence and costs to close facilities, will be utilized
during 1995.
<TABLE>
<CAPTION>
RESULTS OF OPERATIONS
Period-to-Period
FINANCIAL ANALYSIS: Percentage of Net Sales Increase (Decrease)
------------------------ -----------------------
Three months ended Three months ended
------------------------ ------------------------
March 31, March 31, March 31, March 31,
1995 1994 1995 1994
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 9.1% (8.6)%
Cost of sales 55.6 56.1 8.2 (8.8)
Gross profit 44.4 43.9 10.2 (8.4)
Selling, general and
administrative expense 34.2 33.6 11.0 (7.8)
Research and
development expense 6.8 6.4 15.7 (0.1)
Income from operations 3.4 3.9 (5.6) (22.8)
Interest expense (1.6) (2.0) (11.6) (33.5)
Other income, net 3.2 0.6 NMF (55.4)
Income taxes 1.6 0.1 NMF (96.5)
Net income 3.4 2.4 55.6 87.0
</TABLE>
11
<PAGE>
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 31, 1994
NET SALES:
Sales for the three-month period ended March 31, 1995, were $24.3 million,
compared with $22.3 million for the three-month period ended March 31, 1994.
The increase is attributable to sales growth in US domestic and European markets
($2.0 million) and a favorable exchange rate effect ($1.0 million) on sales
denominated in foreign currencies offset in part by declines in sales to the
Pacific Rim ($1.0 million).
The Company's domestic sales totaled $12.9 million for the three-month period
ended March 31, 1995, compared with $11.2 million for the three months ended
March 31, 1994, a sales increase of 15.2%. The Company estimates that
approximately two thirds of the sales increase was attributable to growth across
the core product lines and one third was attributable to sales revenue
contributed by ROI and LCI.
International sales of the company were $11.4 million for the three-month period
ended March 31, 1995, compared with $11.1 million for the three months ended
March 31, 1994, a sales increase of 2.7%. The increase resulted from a
strengthening of sales in the major markets of Europe and the favorable exchange
rate effect mentioned previously offset in part by declines in the Pacific Rim,
primarily in Japan.
The Company continues to actively develop new precision systems products for
niche markets in the semiconductor, medical instrumentation and
telecommunications industries and believes that these efforts had a favorable
impact on sales during the first quarter of 1995.
COST OF SALES:
Cost of sales when stated as a percentage of sales for the three-month periods
ended March 31, 1995, and March 31, 1994, were 55.6% and 56.1% respectively.
The decrease is principally attributable to actions taken previously aimed at
improving short-term profitability and further reducing the Company's break-even
point.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Selling, general and administrative (SG&A) expenses for the three-month period
ended March 31, 1995, increased 11.0% compared with the three-month period ended
March 31, 1994. This increase is principally attributable to costs associated
with the acquisitions of RAM and LCI, strengthening of the Company's general
management in the US and Europe and the unfavorable exchange rate effect of
expenses denominated in foreign currencies. The SG&A expenses when stated as a
percentage of sales were 34.2%, compared with 33.6% for the prior year period.
RESEARCH AND DEVELOPMENT EXPENSES:
Research and development (R&D) expenses for the three-month period ended March
31, 1995, increased 15.7% compared with the three-month period ended March 31,
1994. This increase is principally attributable to costs associated with the
development of new precision systems for niche markets in the semiconductor,
medical instrumentation and telecommunications industries. These expenses when
stated as a percentage of sales were 6.8%, compared with 6.4% for the prior year
period.
INTEREST EXPENSE AND OTHER INCOME:
Interest expense for the three-month period ended March 31, 1995, was $0.4
million compared with $0.4 million for the three-month period ended March 31,
1994. Other income, consisting of interest, dividends and other income was $0.8
million for the three-month period ended March 31, 1995, including $262,000 of
after-tax non-recurring investment income, compared with $0.1 million for the
three-month period ended March 31, 1994.
12
<PAGE>
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 31, 1994
INTEREST EXPENSE AND OTHER INCOME:(CONT'D)
The increase in other income for the three-month period ended March 31, 1995,
compared with the three-month period ended March 31, 1994, was primarily
attributable to gains on the sale of investments, including the $262,000 of non-
recurring investment income and foreign currency transactions.
PROVISION FOR TAXES:
The tax provision for the quarter ended March 31, 1995 was $0.4 million and was
recorded on profits earned in the US and France. During the quarter ended March
31, 1994 the Company settled its liabilities for California Franchise taxes for
the years 1978, 1979 and 1980. The California Franchise Tax Board accepted a
$232,000 tax payment made during September 1992 as full and complete settlement
of the Company's liabilities for those years. As a result, tax reserves
established in prior periods for associated interest and penalties totaling
$447,000 ($295,000 after tax, equal to 4 cents per share) were restored to
operations. Consequently, the tax provision for the three-month period ended
March 31, 1994, represented a $357,000 tax liability on taxable income, offset
in part by the restoration of tax reserves ($295,000 after tax) mentioned
previously. Tax benefits for foreign net operating losses that occurred during
the periods have not been currently benefited in accordance with Statement of
Financial Accounting Standards 109.
LIQUIDITY AND CAPITAL RESOURCES:
The Company has a credit agreement with a U.S. bank which provides for a line of
credit of up to $15 million, expiring in June 1996, secured by eligible accounts
receivable, inventory and fixed assets, with interest at prime plus one percent.
The line has an annual facility fee of 0.5 percent and an unused line fee of
0.25 percent of the first $5 million of unused credit and 0.5 percent of any
unused credit in excess of $5 million. At March 31, 1995, amounts outstanding
under the line of credit aggregated $4.1 million and amounts available for
borrowing under the line totaled $3.3 million.
The Company has a credit agreement with a US financial institution which
provides for a line of credit of up to $1 million, expiring in August 1995,
secured by eligible accounts receivable and inventory, with interest at prime
plus one percent. At March 31, 1995, amounts outstanding under the line of
credit aggregated $0.3 million and amounts available for borrowing under the
line totaled $0.7 million.
The Company has a line of credit with a consortium of foreign banks providing
for advances up to a limit of 25 million francs ($5.1 million) expiring March
31, 1996. Borrowings outstanding under this agreement were 16.6 million French
francs (approximately $3.5 million) at March 31, 1995.
The Company has term notes with the same consortium of foreign banks which, at
March 31, 1995, totaled 37.5 million French francs (approximately $7.8 million)
with interest at 1.6% above PIBOR, secured generally by assets of Micro-
Controle. Repayment is in three remaining annual installments commencing in
October 1995.
Capitalized lease obligations of 15.7 million French francs (approximately $3.3
million) relate to real estate and equipment.
During the quarter total debt decreased by approximately $1.4 million while cash
balances decreased $1.1 million. The Company believes its current working
capital position together with estimated cash flows from operations, its
existing credit availability, anticipated refinancing and proceeds from asset
sales are adequate for operations in the ordinary course of business,
anticipated capital expenditures as well as restructuring and debt repayment
requirements over the next year.
13
<PAGE>
NEWPORT CORPORATION
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K.
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a Report on Form 8-K on March 15, 1995, regarding
the acquisition of all the outstanding capital stock of RAM Optical
Instrumentation, Inc.("ROI"). The Company included audited financial
statements of ROI as of March 31, 1994 and for the year then ended and
unaudited financial statements as of December 31, 1994 and for the
nine-month periods ended December 31, 1994 and 1993. The Company did
not include any pro forma financial information.
The Company filed a Report on Form 8-K on April 10, 1995, regarding
the acquisition of all the outstanding capital stock of Light Control
Instruments, Inc. ("LCI"). The Company did not include any financial
statements or pro forma financial information since LCI does not meet
the criteria for a significant subsidiary.
The Company filed a Report on Form 8-K/A on May 15, 1995, as an
addendum to the Report on Form 8-K filed on March 15, 1995 regarding
the pro forma financial statements of ROI.
14
<PAGE>
NEWPORT CORPORATION
SIGNATURE
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 thereunto duly authorized.
NEWPORT CORPORATION
(Registrant)
Dated: May 15, 1995
By: /S/ROBERT C. HEWITT
-------------------------------------
Robert C. Hewitt, Principal Financial
Officer, duly authorized
to sign on behalf of the Registrant
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's consolidated statements of income, consolidated balance sheets and
consolidated statements of cash flows and is qualified in its entirety by
reference to such finncial statements contained within the Company's Form 10-Q
for the period ended March 31, 1995.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 1,911
<SECURITIES> 363
<RECEIVABLES> 19,408
<ALLOWANCES> 520
<INVENTORY> 21,802
<CURRENT-ASSETS> 46,935
<PP&E> 51,475
<DEPRECIATION> 27,462
<TOTAL-ASSETS> 84,825
<CURRENT-LIABILITIES> 23,373
<BONDS> 12,389
<COMMON> 2,991
0
0
<OTHER-SE> 45,790
<TOTAL-LIABILITY-AND-EQUITY> 84,825
<SALES> 24,316
<TOTAL-REVENUES> 24,316
<CGS> 13,520
<TOTAL-COSTS> 8,277
<OTHER-EXPENSES> 1,661
<LOSS-PROVISION> 36
<INTEREST-EXPENSE> 398
<INCOME-PRETAX> 1,210
<INCOME-TAX> 382
<INCOME-CONTINUING> 828
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 828
<EPS-PRIMARY> 0.10
<EPS-DILUTED> 0.10
</TABLE>
