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| NEWP > SEC Filings for NEWP > Form 10-K on 17-Mar-2009 | All Recent SEC Filings |
17-Mar-2009
Annual Report
from other sources. Our significant accounting policies are discussed in Note 1
(Organization and Summary of Significant Accounting Policies) to the Notes to
Consolidated Financial Statements, included in Item 15 (Exhibits, Financial
Statement Schedules) of this Annual Report on Form 10-K. The accounting policies
that involve the most significant judgments, assumptions and estimates used in
the preparation of our financial statements are those related to revenue
recognition, allowances for doubtful accounts, pension liabilities, inventory
reserves, warranty obligations, asset impairment, income taxes and stock-based
compensation expense. The judgments, assumptions and estimates used in these
areas by their nature involve risks and uncertainties, and in the event that any
of them prove to be inaccurate in any material respect, it could have a material
adverse effect on our reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
Revenue Recognition
We recognize revenue after title to and risk of loss of products have passed
to the customer (which typically occurs upon shipment from our facilities), or
delivery of the service has been completed, provided that persuasive evidence of
an arrangement exists, the fee is fixed or determinable and collectibility is
reasonably assured. We recognize revenue and related costs for arrangements with
multiple deliverables, such as equipment and installation, as each element is
delivered or completed based upon its relative fair value, determined based upon
the price that would be charged on a standalone basis. If a portion of the total
contract price is not payable until installation is complete, we do not
recognize such portion as revenue until completion of installation; however, we
record the full cost of the product at the time of shipment. Revenue for
training is deferred until the service is completed. Revenue for extended
service contracts is recognized over the related contract periods. Certain sales
to international customers are made through third-party distributors. A discount
below list price is generally provided at the time the product is sold to the
distributor, and such discount is reflected as a reduction in net sales.
In the event that we determine that all of the criteria for recognition of
revenue have not been met for a transaction, the amount of revenue that we
recognize in a given reporting period could be adversely affected. In
particular, our ability to recognize revenue for high-value product shipments
could cause significant fluctuations in the amounts of revenue reported from
period to period depending on the timing of the shipments and the terms of sale
of such products.
Our customers (including distributors) generally have 30 days from the
original invoice date (generally 60 days for international customers) to return
a standard catalog product purchase for exchange or credit. Catalog products
must be returned in the original condition and meet certain other criteria.
Product returns of catalog items have historically been insignificant and are
charged against revenue in the period returned. Custom, option-configured and
certain other products as defined in the terms and conditions of sale cannot be
returned without our consent. For certain of these products, we establish a
sales return reserve based on the historical product returns. If actual product
returns are significant and/or exceed our established sales return reserves, our
net sales could be adversely affected.
Accounts and Notes Receivable
We record reserves for specific receivables deemed to be at risk for
collection, as well as a reserve based on our historical collections experience.
We estimate the collectibility of customer receivables on an ongoing basis by
reviewing past due invoices and assessing the current creditworthiness of each
customer. A considerable amount of judgment is required in assessing the
ultimate realization of these receivables.
Certain of our Japanese customers provide us with promissory notes on the due
date of the receivable. The payment dates of the promissory notes generally
range between 60 and 150 days from the original receivable due date. For balance
sheet presentation purposes, amounts due to us under such promissory notes are
reclassified from accounts receivable to current notes receivable. At January 3,
2009 and December 29, 2007, notes receivable, net totaled $6.6 million and
$3.8 million, respectively. Subsequently, certain of these promissory notes are
sold with recourse to banks in Japan with which we regularly do business. The
sales of these receivables have been accounted for as secured borrowings, as we
have not met the criteria for sale treatment in accordance with Statement of
Financial Accounting Standards (SFAS) No. 140, Accounting for Transfers and
Servicing of Financial Assets and
Extinguishments of Liabilities (a replacement of FASB Statement No. 125). The
principal amount of the promissory notes sold with recourse is included in both
notes receivable, net and short-term obligations until the underlying note
obligations are ultimately satisfied through payment by the customers to the
banks. At January 3, 2009 and December 29, 2007, the principal amount of such
promissory notes included in notes receivable, net and short-term obligations in
the accompanying consolidated balance sheets totaled $4.3 million and
$1.9 million, respectively.
Pension Plans
Several of our non-U.S. subsidiaries have defined benefit pension plans
covering substantially all full-time employees at those subsidiaries. Some of
the plans are unfunded, as permitted under the plans 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 our 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 our pension
plans.
Inventories
We state our inventories at the lower of cost (determined on either a
first-in, first-out (FIFO) or average cost basis) or fair market value and
include materials, labor and manufacturing overhead. We write down excess and
obsolete inventory to net realizable value. Once we write down the carrying
value of inventory, a new cost basis is established, and we do not increase the
newly established cost basis based on subsequent changes in facts and
circumstances. In assessing the ultimate realization of inventories, we make
judgments as to future demand requirements and compare those requirements with
the current and committed inventory levels. We record any amounts required to
reduce the carrying value of inventory to net realizable value as a charge to
cost of sales. Should actual demand requirements differ from our estimates, we
may be required to reduce the carrying value of inventory to net realizable
value, resulting in a charge to cost of sales which could adversely affect our
operating results.
Warranty
Unless otherwise stated in our product literature or in our agreements with
our customers, products sold by our PPT Division generally carry a one-year
warranty from the original invoice date on all product materials and
workmanship, other than filters, gratings and crystals products, which generally
carry a 90 day warranty. Products of this division sold to OEM customers
generally carry longer warranties, typically 15 to 19 months. Products sold by
our Lasers Division carry warranties that vary by product and product component,
but that generally range from 90 days to two years. In certain cases, such
warranties for Lasers Division products are limited by either a set calendar
period or a maximum amount of usage of the product, whichever occurs first.
Defective products will either be repaired or replaced, generally at our option,
upon meeting certain criteria. We accrue 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 at the time revenue for that product
is recognized. While we engage in extensive product quality programs and
processes, including actively monitoring and evaluating the quality of our
component suppliers, our warranty obligations are affected by product failure
rates, material usage and service delivery costs incurred in correcting a
product failure. Should actual product failure rates, material usage and/or
service delivery costs negatively differ from our estimates, revisions to the
estimated warranty obligation would be required which could adversely affect our
operating results.
Impairment of Assets
We assess the impairment of long-lived assets at least annually and whenever
events or changes in circumstances indicate that their carrying value may not be
recoverable. The determination of related estimated useful lives and whether or
not these assets are impaired involves significant judgments, related primarily
to the future profitability and/or future value of the assets. Changes in our
strategic plan and/or market conditions could significantly impact these
judgments and could require adjustments to recorded asset balances.
We hold minority interests in companies having operations or technologies in
areas which are within or adjacent to our strategic focus when acquired, all of
which are privately held and whose values are difficult to determine.
Investments in technology companies involve significant risks, including the
risks that such companies may be unable to raise additional required operating
capital on acceptable terms or at all, or may not achieve or maintain market
acceptance of their technology or products. In the event that any of such risks
occurs, the value of our investment could decline significantly. In addition,
because there is no public market for the securities we have acquired, our
ability to liquidate our investments is limited, and such markets may not
develop in the future. During 2008, we determined that a minority interest
investment had an other-than-temporary decline in value and wrote off
$2.9 million, representing the full carrying value of such investment.
Goodwill represents the excess of the purchase price of the net assets of
acquired entities over the fair value of such assets. Under SFAS No. 142,
Goodwill and Other Intangible Assets,goodwill and other intangible assets are
not amortized but are tested for impairment at least annually or when
circumstances exist that would indicate an impairment of such goodwill or other
intangible assets. We perform the annual impairment test as of the beginning of
the fourth quarter of each year. A two-step test is used to identify the
potential impairment and to measure the amount of impairment, if any. The first
step is based upon a comparison of the fair value of each of our reporting
units, as defined, and the carrying value of the reporting unit's net assets,
including goodwill. If the fair value of the reporting unit exceeds its carrying
value, goodwill is considered not impaired; otherwise, goodwill is impaired and
the loss is measured by performing step two. Under step two, the implied fair
value of goodwill, calculated as the difference between the fair value of the
reporting unit and the fair value of the assets of the reporting unit, is
compared to the carrying value of goodwill. The excess of the carrying value of
goodwill over the implied fair value represents the amount impaired. Based upon
this two-step process, we determined that our goodwill was not impaired as of
the beginning of the fourth quarter of 2008. However, due to a continued decline
in our market capitalization, we reevaluated our goodwill as of the end of the
fourth quarter and determined that the goodwill related to our Lasers Division
was impaired and recorded a goodwill impairment charge of $104.6 million.
We determine our reporting units by identifying those operating segments or
components for which discrete financial information is available which is
regularly reviewed by the management of that unit. However, we aggregate
components if they have similar economic characteristics. For any acquisition,
we allocate goodwill to the applicable reporting unit at the completion of the
purchase price allocation through specific identification, and reallocate
goodwill if the reporting units change.
Fair value of our reporting units is determined using a combination of a
comparative company analysis, a comparative transaction analysis, and a
discounted cash flow analysis. The comparative company analysis establishes fair
value by applying market multiples to our revenue and earnings before income
taxes, depreciation and amortization. Such multiples are determined by comparing
our reporting units to other publicly traded companies within the respective
industries that have similar economic characteristics. The comparative
transaction analysis establishes fair value by applying market multiples to our
revenue. Such multiples are determined through recent mergers and acquisitions
for companies within the respective industries that have similar economic
characteristics to our reporting units. The discounted cash flow analysis
establishes fair value by estimating the present value of the projected future
cash flows of each reporting unit. The present value of estimated discounted
future cash flows is determined using our estimates of revenue and costs for the
reporting units, driven by assumed growth rates, as well as appropriate discount
rates. The discount rate is determined using a weighted-average cost of capital
that incorporates market participant data and a risk premium applicable to each
reporting unit. During 2008, due to market volatility, past transactions were
deemed not to be comparable to the expected results from current transactions,
and therefore, the comparative transaction analysis was excluded from the 2008
impairment analysis.
Income Taxes
We utilize the asset and liability method of accounting for income taxes as
set forth in SFAS No. 109, Accounting for Income Taxes. The application of tax
laws and regulations is subject to legal and factual interpretation, judgment
and uncertainty. Tax laws themselves are subject to change as a result of
changes in fiscal policy, changes in legislation, evolution of regulations and
court rulings. Therefore, the actual liability for U.S. or foreign taxes may be
materially different from our estimates, which could result in the need to
record additional liabilities or to reverse previously recorded tax liabilities.
Differences between actual results and our assumptions, or changes in our
assumptions in future periods, are recorded in the period they become known.
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 SFAS No. 109,
a valuation allowance for deferred tax assets is recorded to the extent we
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.
We had previously established a valuation allowance due to the uncertainty as
to the timing and ultimate realization of our U.S. deferred tax assets. In the
fourth quarter of 2007, we recorded a partial release of $19.8 million of this
valuation allowance due to the fact that we had cumulative pre-tax income for
the three years then ended and were projecting pre-tax income for 2008 and 2009.
During the fourth quarter of 2008, we determined that goodwill and certain
purchased intangible assets related to our Lasers Division were impaired, and we
recorded impairment charges of $119.9 million, which resulted in a cumulative
three-year loss position as of January 3, 2009. After evaluating this loss
position together with other positive and negative facts, we determined that it
was more likely than not that some or all of our net deferred tax assets will
not be realized. Therefore, we reestablished the $19.8 million valuation
allowance that had been previously released in 2007. Furthermore, due to the
impairment charges recorded related to our Lasers Division, we determined that
certain qualifying tax planning strategies were no longer deemed prudent and
feasible and, as a result, recorded an additional valuation allowance of
$4.6 million in 2008.
Acquired tax liabilities related to prior tax returns of acquired entities at
the date of purchase are recognized based on our estimate of the ultimate
settlement that may be accepted by the tax authorities. We continually evaluate
these tax-related matters. At the date of any material change in our estimate of
items relating to an acquired entity's prior tax returns, and at the date that
the items are settled with the tax authorities, any liabilities previously
recognized are adjusted to increase or decrease the remaining balance of
goodwill attributable to that acquisition.
We utilize FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in
Income Taxes - An Interpretation of FASB Statement No. 109, which requires
income tax positions to meet a more-likely-than-not recognition threshold to be
recognized in the financial statements. Under FIN 48, 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, we are subject to taxation in many jurisdictions,
and the calculation of our tax liabilities involves dealing with uncertainties
in the application of complex tax laws and regulations in various taxing
jurisdictions. If we ultimately determine that the payment of these liabilities
will be unnecessary, we reverse the liability and recognize a tax benefit during
the period in which we determine the liability no longer applies. Conversely, we
record additional tax charges in a period in which we determine that a recorded
tax liability is less than we expect the ultimate assessment to be. As a result
of these adjustments, our effective tax rate in a given financial statement
period could be materially affected.
Stock-Based Compensation
We account for stock-based compensation in accordance with SFAS No. 123
(Revised 2004), Share-Based Payment (SFAS No. 123R). Under the fair value
recognition provision of SFAS No. 123R, stock-based compensation cost is
estimated at the grant date based on the fair value of the award. We estimate
the fair value of stock options granted using the Black-Scholes-Merton option
pricing model and a single option award approach. The fair value of restricted
stock and restricted stock unit awards is based on the closing market price of
our common stock on the date of grant. A substantial portion of our awards vest
based upon the achievement of certain financial performance goals established by
the Compensation Committee of our Board of Directors. We record an expense
relating to such awards over the vesting period based on the likelihood of
achieving the performance goals. We estimate the achievement of such goals in
each reporting period to determine the amount of such compensation expense.
Estimating the likelihood of achievement of performance goals requires
significant judgment. As such performance goals are primarily based on annual
operating results, we must estimate the likelihood of achievement of such goals
based on forecasted results of operations. If our actual results of operations
differ from our estimates, we may need to increase or decrease stock-based
compensation expense related to performance-based awards.
The fair value of time-based awards, adjusted for estimated forfeitures, is
amortized on a straight-line basis over the requisite service period of the
award, which is generally the vesting period. The fair value of
performance-based awards, adjusted for estimated forfeitures and estimated
achievement of performance goals, is amortized using the graded vesting method
over the requisite service period of the award, which is generally the vesting
period.
The total stock-based compensation expense included in our consolidated
statements of operations was as follows:
Year Ended
January 3, December 29, December 30,
(In thousands) 2009 2007 2006
Cost of sales $ 52 $ 425 $ 516
Selling, general and administrative expenses 1,654 3,005 5,935
Research and development expense 97 238 464
$ 1,803 $ 3,668 $ 6,915
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Results of Operations for the Years Ended January 3, 2009, December 29, 2007 and
December 30, 2006
The following table represents our results of operations for the periods
indicated as a percentage of net sales:
Percentage of Net Sales
For the Year Ended
January 3, December 29, December 30,
2009 2007 2006
Net sales 100.0 % 100.0 % 100.0 %
Cost of sales 61.6 58.3 56.5
Gross profit 38.4 41.7 43.5
Selling, general and administrative expenses 26.6 26.2 25.2
. . .
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