NEWPORT CORP
10-Q, 1997-11-12
LABORATORY APPARATUS & FURNITURE
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<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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            September 30, 1997
                                --------------------------------------

                                       OR
                                        

[X] 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
                                                ------


                              NEWPORT CORPORATION
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

         Nevada                                            94 - 0849175
- --------------------------------------------------------------------------------
  (State or other Jurisdiction                           (IRS Employer
of incorporation or organization)                        Identification No.)
  
 1791 Deere Avenue, Irvine, CA                                92606
- --------------------------------------------------------------------------------
(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 September 30, 1997, was 9,020,110.


                              Page 1 of 13 Pages

                Exhibit Index on Sequentially Numbered Page 12
<PAGE>
 
                              NEWPORT CORPORATION



                                     INDEX


<TABLE> 

<S>                                                                        <C>
PART I. FINANCIAL INFORMATION                                              Page Number


Item 1:   Financial Statements:

          Consolidated Statement of Income and Condensed
            Consolidated Statement of Stockholders' Equity for
            the Three and Nine Months ended September 30, 1997 and 1996.       3
 
          Consolidated Balance Sheet at September 30, 1997 and
            December 31, 1996.                                                 4
 
          Consolidated Statement of Cash Flows for the Nine
            Months ended September 30, 1997 and 1996.                          5
 
          Notes to Condensed Consolidated Financial
            Statements.                                                        6
 
Item 2:   Management's Discussion and Analysis of Financial
            Condition and Results of Operations.                               8
 
PART II.  OTHER INFORMATION
 
Item 6:  Exhibits and Reports on Form 8-K.                                    12
 
SIGNATURE                                                                     12
 
</TABLE>

                                       2
<PAGE>
 
                              NEWPORT CORPORATION
                     Consolidated Statement of Income and
            Condensed Consolidated Statement of Stockholders' Equity
                                  (Unaudited)
                                        
<TABLE>
<CAPTION>
 
(In thousands, except                             Three Months Ended     Nine Months Ended
per share amounts)                                  September 30,          September 30,
                                                  ------------------    ------------------
 
                                                     1997       1996       1997       1996
                                                  -------    -------    -------    -------
<S>                                               <C>        <C>        <C>        <C> 
Net sales                                         $32,699    $29,235    $95,611    $87,331
Cost of sales                                      18,734     16,527     54,186     49,317
                                                  -------    -------    -------    -------
 
Gross profit                                       13,965     12,708     41,425     38,014
Selling, general and administrative expense         8,612      8,779     26,204     26,600
Research and development expense                    2,492      1,896      6,958      5,866
                                                  -------    -------    -------    -------
 
Income from operations                              2,861      2,033      8,263      5,548
Interest expense                                     (480)      (504)    (1,484)    (1,417)
Other income (expense), net                            99        113       (170)       332
                                                  -------    -------    -------    -------
 
Income before income taxes                          2,480      1,642      6,609      4,463
Income tax provision                                  711        526      2,115      1,429
                                                  -------    -------    -------    -------
 
Net income                                        $ 1,769    $ 1,116    $ 4,494    $ 3,034
                                                  =======    =======    =======    =======

Net income per share                                $0.19      $0.12      $0.49      $0.34
                                                     ====       ====       ====       ====

Number of shares used to calculate
 net income per share                               9,285      9,028      9,140      8,990
                                                    =====      =====      =====      =====






Stockholders' equity, beginning of period         $58,162    $53,688    $57,429    $52,687
Net income                                          1,769      1,116      4,494      3,034
Dividends                                             -0-        -0-       (179)      (351)
Unrealized translation gain (loss)                    293        353     (1,872)      (803)
Unamortized deferred compensation                      51         89        (22)      (224)
Repurchase of common stock                           (355)       -0-     (1,698)       -0-
Issuance of common shares                             690        233      2,458      1,136
                                                  -------    -------    -------    -------
 
Stockholders' equity, end of period               $60,610    $55,479    $60,610    $55,479
                                                  =======    =======    =======    =======
</TABLE>

                            See accompanying notes

                                       3
<PAGE>
 
                              NEWPORT CORPORATION
                           Consolidated Balance Sheet

<TABLE>
<CAPTION>

(Dollars in thousands, except per share amounts)

                                                                September 30,    December 31,
                                                                    1997            1996
                                                                -------------    -----------
<S>                                                             <C>              <C>
ASSETS                                                           (Unaudited)
Current assets:
  Cash and cash equivalents                                       $  6,576         $  3,375
  Customer receivables, net                                         21,577           23,418
  Other receivables                                                    895            2,075
  Inventories                                                       29,210           28,954
  Deferred tax assets                                                2,877            3,004
  Other current assets                                               2,508            1,703
                                                                   -------          -------

    Total current assets                                            63,643           62,529

Investments and other assets                                         4,851            5,191
Property, plant and equipment, at cost, net                         23,738           24,045
Goodwill, net                                                       10,335           11,612
                                                                  --------         --------

                                                                  $102,567         $103,377
                                                                  ========         ========
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                $  6,583         $  8,128
  Accrued payroll and related expenses                               5,135            4,879
  Taxes based on income                                              1,706            1,373
  Current portion of long-term debt                                    611            1,236
  Other accrued liabilities                                          4,133            5,171
                                                                  --------         --------

    Total current liabilities                                       18,168           20,787

Long-term debt                                                      22,740           23,464
Other liabilities                                                    1,049            1,697
Commitments and contingencies
 
Stockholders' equity:
  Common stock, $.35 stated value, 20,000,000 shares authorized;
    9,020,000 shares issued outstanding at September 30, 1997;
    8,890,000 shares at December 31, 1996                            3,163            3,110
  Capital in excess of stated value                                  9,666            8,959
  Unamortized deferred compensation                                   (570)            (548)
  Unrealized translation loss                                       (4,314)          (2,442)
  Retained earnings                                                 52,665           48,350
                                                                  --------         --------

Total stockholders' equity                                          60,610           57,429
                                                                  --------         --------
                                                                  $102,567         $103,377
                                                                  ========         ========
</TABLE> 

                            See accompanying notes

                                       4
<PAGE>
 
                              NEWPORT CORPORATION
                      Consolidated Statement of Cash Flows
                                  (Unaudited)
                                        
<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                              September 30,
                                                         --------------------
(In thousands)                                             1997        1996
                                                         -------    --------- 
<S>                                                      <C>        <C>
Operating activities:
 Net income                                              $ 4,494    $  3,034
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation and amortization                           4,430       3,446
   Increase in provision for losses on
    receivables and inventories                            1,001         706
   Other non-cash items, net                                (160)       (122)
   Changes in operating assets and liabilities:
     Receivables                                           1,547         239
     Inventories                                          (1,951)     (4,257)
     Other current assets                                 (1,472)       (177)
     Other assets                                            391         -0-
     Accounts payable and other accrued expenses            (626)        (76)
     Taxes based on income                                   341           7
     Other, net                                              535         337
                                                         -------    --------
Net cash provided by operating activities                  8,530       3,137
                                                         -------    --------
 
 
Investing activities:
 Purchases of property, plant and equipment, net          (3,783)     (5,035)
 Acquisition of businesses, net of cash acquired            (879)     (4,442)
 Other, net                                                 (193)        -0-
                                                         -------    --------
Net cash used in investing activities                     (4,855)     (9,477)
 
 
Financing activities:
 Decrease in short-term borrowings                          (430)    (23,667)
 Increase (decrease) in long-term borrowings                (463)     11,749
 Proceeds from debt placement                                -0-      20,000
 Cash dividends paid                                        (357)       (351)
 Repurchase of common stock                               (1,698)        -0-
 Issuance of common stock under employee
  agreements, including associated tax benefit             2,283         747
                                                         -------    --------
 
Net cash provided by (used in) financing activities         (665)      8,478
                                                         -------    --------
 
 
Effect of foreign exchange rate changes on cash              191          46
                                                         -------    --------
Net increase in cash and cash equivalents                  3,201       2,184
Cash and cash equivalents at beginning of period           3,375       1,524
                                                         -------    --------
Cash and cash equivalents at end of period               $ 6,576    $  3,708
                                                         =======    ========
 
Cash paid in the period for:
 Interest                                                  1,108         697
 Taxes                                                     1,784       1,353
 
</TABLE>

                            See accompanying notes

                                       5
<PAGE>
 
                              NEWPORT CORPORATION
              Notes to Condensed Consolidated Financial Statements
                               September 30, 1997
                                  (Unaudited)
                                        


1. Interim Reporting

General

The accompanying unaudited financial statements consolidate the accounts of the
Company and its wholly-owned subsidiaries and have been prepared in accordance
with generally accepted accounting principles for interim financial information.
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.  Operating results
for the nine-month period ended September 30, 1997, are not necessarily
indicative of the results that may be expected for the year ending December 31,
1997.  Although the Company believes that the disclosures in these financial
statements are adequate to make the information presented not misleading,
certain information and footnotes 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 Annual Report on Form 10-K for the year
ended December 31, 1996.

Earnings per Share

Earnings per share is based on the weighted average number of shares of common
stock and the dilutive effects of common stock equivalents (stock options),
determined using the treasury stock method.

In February 1997 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share, effective for both
interim and annual periods ending after December 15, 1997.  At that time, the
Company will be required to change the method currently used to compute earnings
per share and to restate all prior periods.  The impact of this Statement on the
calculation of primary and fully diluted earnings per share for the three- and
nine-months ended September 30, 1997 and 1996  is not expected to be material.

Foreign Currency

Balance sheet accounts denominated in foreign currencies are translated at
exchange rates as of the date of the balance sheet and income statement accounts
are translated at average exchange rates for the period.  Translation gains and
losses are accumulated as a separate component of stockholders' equity.  The
Company has adopted local currencies as the functional currencies for its
subsidiaries because their principal economic activities are most closely tied
to the respective local currencies.

The Company may enter into foreign exchange contracts as a hedge against foreign
currency denominated receivables.  It does not engage in currency speculation.
Market value gains and losses on contracts are recognized currently, offsetting
gains or losses on the associated receivables.  Foreign currency transaction
gains and losses are included in current earnings.  Foreign exchange contracts
totaled $6.8 million and $1.2 million at September 30, 1997, and December 31,
1996, respectively.

                                       6
<PAGE>
 
                              NEWPORT CORPORATION
              Notes to Condensed Consolidated Financial Statements
                               September 30, 1997
                                  (Unaudited)
                                        
2. Customer Receivables

Customer receivables consist of the following:
<TABLE>
<CAPTION>
                                                September 30,        December 31,
                                                    1997                 1996
      (In thousands)                            ------------         ------------
      <S>                                       <C>                  <C>
        Customer receivables                        $22,049              $23,942
        Less allowance for doubtful accounts            472                  524
                                                    -------              -------
                                                    $21,577              $23,418
                                                    =======              =======
</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.

3. 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>
                                                September 30,        December 31,
                                                    1997                 1996
      (In thousands)                            ------------         ------------
      <S>                                       <C>                  <C>
        Raw materials and purchased parts           $10,585              $10,706
        Work in process                               5,564                4,998
        Finished goods                               13,061               13,251
                                                    -------              -------
                                                    $29,210              $28,954
                                                    =======              =======
</TABLE>

4. Property, Plant and Equipment

Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
                                                September 30,        December 31,
                                                    1997                 1996
      (In thousands)                            ------------         ------------
      <S>                                       <C>                  <C>
        Land                                        $ 1,981              $ 2,155
        Buildings                                    12,191               12,896
        Leasehold improvements                        8,385                8,462
        Machinery and equipment                      21,485               22,643
        Office equipment                             11,097                9,734
                                                    -------              -------
                                                     55,139               55,890
        Less accumulated depreciation                31,401               31,845
                                                    -------              -------
                                                    $23,738              $24,045
                                                    =======              =======
</TABLE> 

5. Other Income (Expense), Net

Other income (expense), net, consists of the following:

<TABLE>
<CAPTION>
                               Three Months Ended     Nine Months Ended
                                  September 30,         September 30,
                               ------------------     -----------------
(In thousands)                   1997      1996         1997      1996
                               -------   --------     -------    ------
<S>                            <C>       <C>          <C>        <C>
Interest and dividend income     $ 45      $ 31        $ 114      $ 63
Exchange gains (losses), net      (63)      116         (419)      170
Other                             117       (34)         135        99
                                 ----      ----        -----      ----
                                 $ 99      $113        $(170)     $332
                                 ====      ====        =====      ====
</TABLE>

                                       7
<PAGE>
 
                              NEWPORT CORPORATION
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
            Three and Nine Months Ended September 30, 1997 and 1996

                               INTRODUCTORY NOTE
                                        
This Quarterly Report on Form 10-Q contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 and the Company intends that such
forward-looking statements be subject to the safe harbors created thereby.
These forward-looking statements include (i) the existence and development of
the Company's technical and manufacturing capabilities, (ii) anticipated
competition, (iii) potential future growth in revenues and income, (iv)
potential future decreases in costs, and (v) the need for, and availability of,
additional financing.

The forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties.  These forward-looking
statements are based on assumptions that the Company will not lose a significant
customer or customers or experience increased fluctuations of demand or
rescheduling of purchase orders, that the Company's markets will continue to
grow, that the Company's products will remain accepted within their respective
markets and will not be replaced by new technology, that competitive conditions
within the Company's markets will not change materially or adversely, that the
Company will retain key technical and management personnel, that the Company's
forecasts will accurately anticipate market demand, that there will be no
material adverse change in the Company's operations or business, that
fluctuations in foreign currency exchange rates do not have a material adverse
impact on the Company's competitive position in international markets and that
the Company will not experience significant supply shortages with respect to
purchased components, sub-systems or raw materials.  Additional factors that may
affect future operating results are discussed in more detail in the Company's
Annual Report on Form 10-K for the year ending December 31, 1996.  Assumptions
relating to the foregoing involve judgments with respect to, among other things,
future economic, competitive and market conditions, and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond the control of the Company.  In addition, the business
and operations of the Company are subject to substantial risks which increase
the uncertainty inherent in the forward-looking statements.  In light of the
significant uncertainties inherent in the forward-looking information included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives or plans
of the Company will be achieved.

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 compares the three- and nine-month periods ended September 30, 1997
with the three- and nine-month periods ended September 30, 1996.  This
discussion should be read in conjunction with the financial statements and
associated notes.

                                       8
<PAGE>
 
                              NEWPORT CORPORATION
                                        
                    Management's Discussion and Analysis of
             Financial Condition and Results of Operations (Cont'd)
            Three and Nine Months Ended September 30, 1997 and 1996
                                        

RESULTS OF OPERATIONS

FINANCIAL ANALYSIS:
<TABLE>
<CAPTION>
                                                                                      Period-to-Period
                                                                                     Increase (decrease)
                                                                                     ------------------
                                           Percentage of Net Sales                   Three        Nine
                                           -----------------------                   Months      Months
                                Three Months Ended       Nine Months Ended           Ended       Ended
                                   September 30,           September 30,                 September 30,
                                 1997        1996         1997       1996             1997        1997
                                ------      ------       ------     ------           ------      ------
<S>                             <C>         <C>          <C>        <C>              <C>         <C>
Net sales                        100.0%      100.0%       100.0%     100.0%            11.8%        9.5%
Cost of sales                     57.3        56.5         56.7       56.5             13.4         9.9
                                 -----       -----        -----      -----            
  Gross profit                    42.7        43.5         43.3       43.5              9.9         9.0
Selling, general and
 administrative expense           26.4        30.1         27.4       30.5             (1.9)       (1.5)
Research and 
 development expense               7.6         6.5          7.3        6.7             31.4        18.6 
                                 -----       -----         ----       ----            
  Income from operations           8.7         6.9          8.6        6.3             40.7        48.9
Interest expense                  (1.4)       (1.6)        (1.5)      (1.6)            (4.8)        4.7
Other income (expense), net        0.3         0.3         (0.2)       0.4            (12.4)     (151.2)
Income taxes                      (2.2)       (1.8)        (2.2)      (1.6)            35.2        48.0
                                 -----       -----         ----       ---- 
  Net income                       5.4%        3.8%         4.7%       3.5%            58.5        48.1
                                   ===         ===          ===        ===            
</TABLE>

NET SALES:

Sales for the three- and nine-month periods ended September 30, 1997, were $32.7
million and $95.6 million, respectively, compared with $29.2 million and $87.3
million for the three- and nine-month periods ended September 30, 1996,
increasing 11.8% and 9.5% over the respective prior year periods.  Increases for
the three- and nine-month periods were primarily driven by the U.S. domestic
market, where sales grew $4.8 million and $11.2 million, respectively,
offsetting lower international sales in both periods.  For the year to date
period, the Company has experienced sales growth in its targeted market
segments, specifically fiber optic communications, semiconductor test equipment
and computer peripherals, where sales have increased 22.7% versus both the
three- and nine-month periods of the prior year.  The Company believes that this
sales growth reflects the Company's success in leveraging its expertise in
research laboratory equipment to expand its product offerings of high precision
optics, instruments, micro-positioning and measurement products and systems to
customers in these markets.

The Company's domestic sales totaled $22.9 million and $62.8 million for the
three- and nine-month periods ended September 30, 1997, compared with $18.1
million and $51.6 million for the three- and nine-month periods ended September
30, 1996, increases of 26.5% and 21.7% versus the respective prior year periods.
The Company experienced sales gains in its targeted market segments as well as
in its core scientific research market.  In particular, MikroPrecision
Instruments sales of $3.0 million and $8.9 million for the third quarter and
nine months, respectively represent growth of 30.9% and 53.0% versus comparable
prior year periods.

International sales of the Company were $9.8 million and $32.8 million for the
three- and nine-month periods ended September 30, 1997, respectively, compared
with $11.1 million and $35.7 million for the three- and nine-month periods ended
September 30, 1996, decreases of 11.7% and 8.1% for the respective periods.
Sales were negatively impacted by foreign exchange rate effects of $0.8 million
and $2.1 million for the three- and nine-month periods ended September 30, 1997,
respectively, as a result of the significant strengthening of the U.S. dollar
against European currencies.  Excluding the negative impact of foreign exchange
rate effects, sales in France declined $0.9 million and $2.4 million for the
same respective periods; while sales in Germany grew $0.4 million and $0.8
million for the third quarter and year to date versus corresponding 1996
periods.  The United Kingdom continued its positive trend versus prior year with
sales growth, excluding the negative exchange rate effect, of $0.1 million and
$0.7 million for the third quarter and year to date, respectively.

                                       9
<PAGE>
 
                              NEWPORT CORPORATION
                    Management's Discussion and Analysis of
             Financial Condition and Results of Operations (Cont'd)
            Three and Nine Months Ended September 30, 1997 and 1996
                                        
NET SALES (Cont'd):

Domestic orders reflect substantial growth for both the third quarter and the
year to date over the corresponding prior year periods.  European orders
increased over the prior year as well, although at a modest rate.  Overall,
management anticipates sales growth in the final quarter of 1997 over the 1996
fourth quarter and attributes this growth primarily to increased sales to
customers in the Company's targeted strategic markets.

GROSS PROFIT:

Gross profit increased 9.9% and 9.0% on sales increases of 11.8% and 9.5% for
the three- and nine-month periods ended September 30, 1997 compared with the
three- and nine-month periods ended September 30, 1996, respectively.  However,
gross margin (gross profit as a percentage of sales) decreased to 42.7% and
43.3% of sales for the three- and nine-month periods ended September 30, 1997,
compared with 43.5% in both the three- and nine-month periods ended September
30, 1996.  This slight margin decline is principally attributable to the growth
in sales to OEM customers in the Company's targeted strategic markets which
generally have a lower margin.  Mitigating the mix driven margin decline is the
fact that sales and marketing expenses associated with sales to OEM customers
are generally lower than expenses incurred in selling to the Company's other
customers.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Selling, general and administrative (SG&A) expenses for the three- and nine-
month periods ended September 30, 1997, decreased 1.9% and 1.5%, respectively,
compared with the three- and nine-month periods ended September 30, 1996.  SG&A
expenses when stated as a percentage of sales were 26.4% and 27.4%, compared
with 30.1% and 30.5% for the prior year periods.  The decrease in SG&A expenses
is principally due to successful cost containment measures, lower selling
expenses associated with sales to OEM customers and a favorable exchange rate
effect.  Management anticipates this favorable exchange rate effect on SG&A
expenses will continue through the remainder of 1997.

RESEARCH AND DEVELOPMENT EXPENSES:

Research and development (R&D) expenses for the three- and nine-month periods
ended September 30, 1997 increased 31.4% and 18.6%, respectively, compared with
the three- and nine-month periods ended September 30, 1996.  R&D expenses when
stated as a percentage of sales increased to 7.6% and 7.3%, compared with 6.5%
and 6.7% for the prior year periods.  The increases were principally
attributable to expenses associated with new product introductions, including an
advanced motion controller system and a line of active isolation workstations,
as well as continued enhancement of existing products.  Management is committed
to continued product development and anticipates that R&D spending will increase
by approximately $1.4 million dollars in 1997 over 1996 for development of new
products and product improvements.

INTEREST EXPENSE AND OTHER INCOME:

Interest expense for the quarter and year-to-date periods ended September 30,
1997, was $0.5 million and $1.5 million respectively, compared with $0.5 million
and $1.4 million for the same periods in 1996.  Other income, net was $0.1
million in both the 1997 and 1996 third quarters.  Year to date, other income
(expense), net was a $0.2 million loss versus a $0.3 million gain in the
corresponding 1996 period, the change being largely attributable to foreign
exchange losses totaling $0.3 million which occurred during the first quarter of
1997.

                                       10
<PAGE>
 
                              NEWPORT CORPORATION
                    Management's Discussion and Analysis of
             Financial Condition and Results of Operations (Cont'd)
            Three and Nine Months Ended September 30, 1997 and 1996
                                        

PROVISION FOR TAXES:

The effective annual tax rates for the three- and nine-month periods ended
September 30, 1997 were 28.7% and 32.0%, respectively, compared with 32% for
both corresponding 1996 periods.  The lower 1997 third quarter tax rate reflects
the tax benefit associated with higher sales through the Company's Foreign Sales
Corporation.

LIQUIDITY AND CAPITAL RESOURCES:

Net cash provided by operating activities of $8.5 million for the nine-month
period ended September 30, 1997, was principally attributable to the Company's
net income ($4.5 million), non-cash items, primarily depreciation and
amortization ($4.4 million), decreases in receivables ($1.5 million) and
increase in provision for losses on receivables and inventories ($1.0 million).
Partially offsetting these amounts were increases in certain other operating
assets, principally inventories ($2.0 million), and prepaid expenses, primarily
advertising, ($1.5 million).

Net cash used in investing activities of $4.9 million for the nine-month period
ended September 30, 1997, was primarily attributable to the Company's purchases
of property, plant and equipment ($3.8 million) and the final payment due on the
acquisition of MikroPrecision Instruments ($0.9 million).

Net cash used in financing activities of $0.7 million for the nine-month period
ended September 30, 1997, was primarily due to the repurchase of common stock
and a decrease in borrowings, partially offset by issuance of common stock under
employee agreements.

In 1996, the Company obtained $20.0 million of long-term financing from an
insurance company which was used to refinance a significant portion of its
outstanding debt.  These senior notes, sold at par, are unsecured, carry an
8.25% annual coupon and mature in May 2004.

The Company has a credit agreement with a U.S. bank for a $20.0 million
unsecured line of credit to support the Company's domestic operations and its
international operations outside of Europe and a 10.0 million French franc
unsecured line of credit to support the Company's European requirements, with
interest at prime, or LIBOR plus 1.0%.  At September 30, 1997, no amounts were
outstanding on these lines of credit.

The Company believes its current working capital position together with
estimated cash flows from operations and its existing credit availability are
adequate to support its operations in the ordinary course of business, including
anticipated capital expenditures, stock repurchases and debt repayment
requirements, over at least the next year.

Although the Company has no present agreements or commitments with respect to
any material acquisitions of other businesses, products, product rights or
technologies, the Company continues to evaluate acquisitions of products,
technologies or companies that complement the Company's business and may make
such acquisitions in the future, and there can be no assurance that the Company
will not need to obtain additional sources of capital to finance any such
acquisitions.

                                       11
<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

              None










                              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: November 10, 1997


                              By: /s/ ROBERT C. HEWITT
                                  --------------------------------------

                                  Robert C. Hewitt, Principal Financial
                                  Officer, duly authorized to sign
                                  on behalf of the Registrant

                                       12

<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 FINANCIAL STATEMENTS CONTAINED WITHIN THE COMPANY'S FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 1997.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1997
<CASH>                                           6,576
<SECURITIES>                                         0
<RECEIVABLES>                                   22,049
<ALLOWANCES>                                       472
<INVENTORY>                                     29,210
<CURRENT-ASSETS>                                63,643
<PP&E>                                          55,139
<DEPRECIATION>                                  31,401
<TOTAL-ASSETS>                                 102,567
<CURRENT-LIABILITIES>                           18,168
<BONDS>                                         22,740
                                0
                                          0
<COMMON>                                         3,163
<OTHER-SE>                                      57,447
<TOTAL-LIABILITY-AND-EQUITY>                   102,567
<SALES>                                         95,611
<TOTAL-REVENUES>                                95,611
<CGS>                                           54,186
<TOTAL-COSTS>                                   54,186
<OTHER-EXPENSES>                                33,162
<LOSS-PROVISION>                                   170
<INTEREST-EXPENSE>                               1,484
<INCOME-PRETAX>                                  6,609
<INCOME-TAX>                                     2,115
<INCOME-CONTINUING>                              4,494
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,494
<EPS-PRIMARY>                                     0.49
<EPS-DILUTED>                                     0.49
        

</TABLE>


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