Item 2.02. Results of Operations and Financial Condition.
On August 5, 2009, Newport Corporation (the "Registrant") announced its
financial results for its second quarter and six months ended July 4, 2009 and
provided an update on its cost reduction initiatives and its integration of the
New Focus™ business, which it acquired on July 4, 2009. The press release issued
by the Registrant in connection with the announcement is attached to this report
as Exhibit 99.1.
This information shall not be deemed "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
into any filing by the Registrant under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, except as may be set forth
by specific reference in such a filing.
Use of Non-GAAP Financial Measures
In the press release attached to this report as Exhibit 99.1, the Registrant has
supplemented certain of its financial measures prepared in accordance with
accounting principles generally accepted in the United States (GAAP) with
non-GAAP financial measures. These non-GAAP financial measures and the reasons
for their inclusion are described below. The presentation of this additional
information is not meant to be considered in isolation or as a substitute for
the Registrant's financial measures prepared in accordance with GAAP.
The Registrant has provided non-GAAP measures of net income and net income per
diluted share for the three and six months ended July 4, 2009 and June 28, 2008,
and selling, general and administrative (SG&A) expenses for the six months ended
July 4, 2009, which have been adjusted to exclude a number of items that
management considers to be outside of the Registrant's core operating results,
as described in the press release attached to this report as Exhibit 99.1. A
table detailing the items excluded from the non-GAAP measures of net income and
net income per diluted share and reconciling such non-GAAP results with the
Registrant's GAAP results is included following the statements of operations
that are a part of the press release. These non-GAAP results have been provided
with the intent of providing both management and investors with a more complete
understanding of the Registrant's underlying operational results and performance
trends and a more meaningful basis for comparison of such results with the
Registrant's historical and expected financial results. In addition, these
adjusted non-GAAP measures are among the primary indicators that management uses
as a basis for its planning and forecasting and may also be used by management
for other purposes including its evaluation of performance to determine the
achievement of goals under the Registrant's incentive plans.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated August 5, 2009 (furnished pursuant to Item 2.02
and not deemed filed).
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