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8-K

Ipg Photonics Corp (IPGP)

8-K 2020-05-05 For: 2020-05-05
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Added on April 12, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 5, 2020

Date of Report (Date of earliest event reported)

IPG PHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware<br><br>(State or Other Jurisdiction<br><br>of Incorporation) 001-33155<br><br>(Commission File No.) 04-3444218<br><br>(IRS Employer<br><br>Identification No.)

50 Old Webster Road

Oxford, Massachusetts 01540

(Address of Principal Executive Offices, including Zip Code)

(508) 373-1100

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class Trading Symbol Name of each exchange on which registered
--- --- ---
Common Stock, par value $0.0001 per share IPGP Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On May 5, 2020, IPG Photonics Corporation (the "Company") announced its financial results for the quarter ended March 31, 2020. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events

Supplemental Risk Factor

In light of recent developments relating to the coronavirus (COVID-19) pandemic, the Company is supplementing the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2019 with the following risk factor:

Public health issues, including COVID-19 and future epidemics or pandemics, could materially adversely affect our business, financial condition, results of operations and/or cash flows.

As a result of the COVID-19 pandemic, governmental authorities where we produce and sell our products implemented and are continuing to implement numerous and evolving measures to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders and guidance and business shutdowns. We have significant manufacturing operations in the U.S., Europe and Russia, and a material portion of our sales are in China, the U.S. and Europe. Each of these countries and regions has been affected by the pandemic and has taken measures to try to contain it. While our main production facilities currently remain operational, these measures have impacted and may further impact our workforce and operations, as well as those of our customers, vendors and suppliers. There is considerable uncertainty regarding such measures and potential future measures. In addition to reduced productivity, the constraints and limits implemented in our operations in response to COVID-19 may slow or diminish our research and development activities and qualification activities with our customers. Although many governmental measures had specific expiration dates, some of those measures have been extended. As a result, there is considerable uncertainty regarding the duration of such measures and potential future measures. Restrictions on our manufacturing, support operations or workforce, or similar limitations for our vendors and suppliers could limit our ability to meet customer demand, testing, installation and acceptance of our equipment, push outs of orders, deliveries and payment terms, and could have a material adverse effect on our financial condition, cash flows and results of operations. In addition, restrictions or disruptions of transportation, such as reduced availability of air transport, port closures and increased border controls or closures, resulted in higher costs and delays, which could limit our ability to manufacture, deliver or install products and generate sales, and could have a material adverse effect on our financial condition, cash flows and results of operations.

In response to these developments, we and our suppliers and customers modified business practices, including restricting employee travel, modifying employee work locations, implementing social distancing and enhanced sanitary measures, and cancelling attendance at events and conferences. We experienced and may experience increased absenteeism and reduced levels of productivity and efficiency. The COVID-19 pandemic has also disrupted our internal operations, including by exposing us to cyber and other data security risks associated with the increased number of our employees working remotely, as well as increased dependence on internet and telecommunications access and capabilities. There is no certainty that measures implemented by governmental authorities or by us in our operations will be sufficient to mitigate the risks posed by the virus, including infection of our senior management, scientific staff or a significant number of employees with COVID-19 related virus or the ability of the healthcare system to treat them, and our ability to perform critical functions or respond to the needs of our customers could be harmed. The resumption of normal business operations after such interruptions may be delayed or constrained by lingering effects of COVID-19 on our suppliers, third-party service providers, and/or customers.

The impact of COVID-19, including changes in customer demand, pandemic fears and market downturns, and restrictions on business and individual activities has created significant economic and demand uncertainty. We also have experienced and expect to continue to experience unpredictable volatility in demand in several of our end-markets. In addition to the economic slowdown caused by the COVID-19 pandemic, we anticipate that it could cause regional recessions and/or a global recession. The COVID-19 pandemic also may exacerbate other risks disclosed in Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019, including but not limited to downturns in our markets, uncertainty and adverse changes in general economic conditions, highly competitive markets and declining average selling prices, price decreases, and international operations and customers.

The degree to which COVID-19 impacts our financial condition, cash flows and results of operations depends upon future developments which are highly uncertain and cannot be predicted, including but not limited to the duration, location and spread of the outbreak, its severity, governmental and business measures to contain the virus and address its impact, and how quickly and to what extent normal economic and operating conditions can resume. We cannot at this time predict the many potential impacts of the COVID-19 pandemic, but it could have a material adverse effect on our business, prospects, financial condition, cash flows and results of operations. Furthermore, the COVID-19 pandemic makes it more difficult for us to forecast demand and provide guidance for the remainder of 2020.

Accordingly, while IPG provided and may provide quarterly guidance during the COVID-19 pandemic, any such guidance we provide will be likely subject to greater risks and uncertainty than in the past and actual results may be more likely to ultimately vary a greater degree from actual results than guidance we provided in the past. In light of the foregoing, investors are urged to put the guidance we provide and may provide in context and not to place undue reliance on it.

Forward-Looking Statements

Information and statements provided by the Company and its employees, including statements in this Current Report on Form 8-K, that relate to future plans, events or performance are forward-looking statements. These statements involve risks and uncertainties. Any statements in this Current Report on Form 8-K that are not statements of historical fact are forward-looking statements, including but not limited to ongoing business disruption related to COVID-19 and its impact on global demand and other markets and earnings guidance for Q2 2020. Factors that could cause actual results to differ materially include risks and uncertainties, such as risks associated with the impact of COVID-19 on IPG’s business and the global economy and other risks identified in IPG's SEC filings. Readers are encouraged to refer to the risk factors described in IPG's Annual Report on Form 10-K for the year ended December 31, 2019 (filed with the Securities and Exchange Commission (the "SEC") on February 24, 2020) and its other reports filed with the SEC, as applicable. Actual results, events and performance may differ materially. Readers are cautioned not to rely on the forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update the forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit Number Exhibit Description
Exhibit 99.1 Press Release issued by IPG Photonics Corporation on May 5, 2020
Exhibit 104 Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

IPG PHOTONICS CORPORATION
May 5, 2020 By: /s/ Timothy P.V. Mammen
Timothy P.V. Mammen
Senior Vice President and Chief Financial Officer

Document

Exhibit 99.1

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IPG PHOTONICS ANNOUNCES FIRST QUARTER 2020 FINANCIAL RESULTS

Earnings Per Diluted Share of $0.68 Increased by $0.28 Due to Foreign Exchange Gains

Company Increases Share Repurchase Program by $200 Million

OXFORD, Mass. – May 5, 2020 - IPG Photonics Corporation (NASDAQ: IPGP) today reported financial results for the first quarter ended March 31, 2020.

Three Months Ended March 31,
(In millions, except per share data and percentages) 2020 2019 Change
Revenue $ 249.2 $ 315.0 (21) %
Gross margin 41.3 % 47.3 %
Operating income $ 44.8 $ 68.3 (34) %
Operating margin 18.0 % 21.7 %
Net income attributable to IPG Photonics Corporation $ 36.4 $ 55.2 (34) %
Earnings per diluted share $ 0.68 $ 1.02 (33) %

Management Comments

"We delivered first quarter revenue at the high end of our guidance range on a rebound in China-based demand during March and strength in new products," said Dr. Valentin Gapontsev, IPG Photonics' Chief Executive Officer. "Our strategy in dealing with the effects of the COVID-19 pandemic is to ensure the well-being of our employees, to serve our customers from our global facilities and to focus on the long-term opportunities enabled by our laser technology and the financial strength of the Company."

Financial Highlights

First quarter revenue of $249 million decreased 21% year over year. Currency depreciation relative to the exchange rates assumed in our first quarter guidance reduced revenue by $2 million. Materials processing sales decreased 28% year over year due to lower sales in cutting, welding and marking applications, while sales into other applications increased 123% year over year on strength in advanced applications and devices used in medical procedures. Materials processing sales accounted for 87% of total revenue.

Sales of high power continuous wave ("CW") lasers, representing 48% of total revenue, decreased 33% year over year due to the effects of COVID-19 on the global demand environment and lower average selling prices. Sales of fiber lasers at 6 kilowatts of power or greater were approximately 50% of all high power CW laser sales. By region, sales decreased 40% in China, 15% in Europe, 12% in Japan and increased 4% in North America on a year over year basis.

Earnings per diluted share ("EPS") of $0.68 decreased 33% year over year. Foreign exchange gains increased EPS by $0.28. The effective tax rate in the quarter was 23%, which benefited from certain discrete tax items. During the first quarter, IPG generated $57 million in cash from operations. Capital expenditures were $18 million and stock repurchases totaled $13 million.

Authorization of New Stock Buyback Program

Today IPG also announced that its Board of Directors has authorized the purchase of up to $200 million of IPG common stock. This new authorization is additive to the Company's existing stock repurchase program authorized in February 2019, under which approximately $60 million remains available for repurchase, increasing the total repurchase program to $260 million. Share repurchases may be made periodically in open-market transactions, and are subject to market conditions, legal requirements and other factors. The share repurchase program authorization does not obligate the Company to repurchase any dollar amount or number of its shares, and repurchases may be commenced or suspended from time to time without prior notice.

Business Outlook and Financial Guidance

"First quarter book to bill was meaningfully greater than 1.0, and above normal seasonality reflecting solid bookings growth and the weaker revenue quarter in China. In a more normal environment this would have translated into stronger guidance for the second quarter, but the global demand environment remains very uncertain given the effects of COVID-19 on manufacturing facilities and customer confidence around the world. While we have seen a rebound in China-based order volumes in the latter half of March and April, this has coincided with declining bookings in other regions, including Western Europe, North America and other countries in Asia. As such, visibility into a recovery in global demand remains uncertain at this time. Despite the uncertain near-term demand environment, we continue to target significant longer-term growth opportunities in laser welding, electric vehicle battery processing and our portfolio of new products. Our strong balance sheet will help us through the crisis and emerge with the ability to capitalize on the many opportunities we have ahead," said Dr. Gapontsev.

For the second quarter of 2020, IPG expects revenue of $260 million to $290 million. The Company expects the second quarter tax rate to be approximately 26%. IPG anticipates delivering earnings per diluted share in the range of $0.40 to $0.70, with 53.1 million basic common shares outstanding and 53.7 million diluted common shares outstanding. Financial guidance provided this quarter is subject to greater risk and uncertainty given the COVID-19 pandemic and its associated impacts to the global business environment, public health requirements and government mandates.

As discussed in more detail in the "Safe Harbor" passage of this news release, actual results may differ from this guidance due to various factors including, but not limited to, government and company measures implemented to address the COVID-19 pandemic, product demand, order cancellations and delays, competition, tariffs, trade policy changes and general economic conditions. This guidance is based upon current market conditions and expectations, and is subject to the risks outlined in the Company's reports with the SEC, and assumes exchange rates relative to the U.S. Dollar of Euro 0.91, Russian Ruble 78, Japanese Yen 108 and Chinese Yuan 7.09, respectively.

Supplemental Financial Information

Additional supplemental financial information is provided in the unaudited First Quarter 2020 Financial Data Workbook available on the investor relations section of the Company's website at investor.ipgphotonics.com.

Conference Call Reminder

The Company will hold a conference call today, May 5, 2020 at 10:00 am ET. To access the call, please dial 877-407-6184 in the US or 201-389-0877 internationally. A live webcast of the call will also be available and archived on the investor relations section of the Company's website at investor.ipgphotonics.com.

Contact

James Hillier

Vice President of Investor Relations

IPG Photonics Corporation

508-373-1467

jhillier@ipgphotonics.com

About IPG Photonics Corporation

IPG Photonics Corporation is the leader in high-power fiber lasers and amplifiers used primarily in materials processing and other diverse applications. The Company’s mission is to make its fiber laser technology the tool of choice in mass production. IPG accomplishes this mission by delivering superior performance, reliability and usability at a lower total cost of ownership compared with other types of lasers and non-laser tools, allowing end users to increase productivity and decrease costs. A member of the S&P 500® Index, IPG is headquartered in Oxford, Massachusetts and has more than 25 facilities worldwide. For more information, visit www.ipgphotonics.com.

Safe Harbor Statement

Information and statements provided by IPG and its employees, including statements in this press release, that relate to future plans, events or performance are forward-looking statements. These statements involve risks and uncertainties. Any statements in this press release that are not statements of historical fact are forward-looking statements, including, but not limited to, the new stock buyback program, the global demand environment, customer confidence, a rebound in China-based order volumes, declining bookings in other major areas, impacts of the COVID-19 pandemic on our business, the global economy and financial markets, including any restrictions on our operations, the operations of our customers and suppliers resulting from public health measures and government mandates, targeting significant growth opportunities, that our strong balance sheet will help us through the crisis and emerge with the ability to capitalize on opportunities ahead, revenue, tax rate and earnings guidance for Q2 2020 and the impact of restructuring charges and goodwill impairment on EPS. Factors that could cause actual results to differ materially include risks and uncertainties, including risks associated with the strength or weakness of the business conditions in industries and geographic markets that IPG serves, particularly the effect of downturns in the markets IPG serves; uncertainties and adverse changes in the general economic conditions of markets; IPG's ability to penetrate new applications for fiber lasers and increase market share; the rate of acceptance and penetration of IPG's products; inability to manage risks associated with international customers and operations; changes in trade controls and trade policies; foreign currency fluctuations; high levels of fixed costs from IPG's vertical integration; the appropriateness of IPG's manufacturing capacity for the level of demand; competitive factors, including declining average selling prices; the effect of acquisitions and investments; inventory write-downs; asset impairment charges; intellectual property infringement claims and litigation; interruption in supply of key components; manufacturing risks; government regulations and trade sanctions; and other risks identified in IPG's SEC filings. Readers are encouraged to refer to the risk factors described in IPG's Annual Report on Form 10-K (filed with the SEC on February 24, 2020), Current Report on Form 8-K (filed with the SEC on May 5, 2020) and IPG's reports filed with the SEC, as applicable. Actual results, events and performance may differ materially. Readers are cautioned not to rely on the forward-looking statements, which speak only as of the date hereof. IPG undertakes no obligation to update the forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Three Months Ended March 31,
2020 2019
(In thousands, except per share data)
Net sales $ 249,242 $ 315,047
Cost of sales 146,366 166,136
Gross profit 102,876 148,911
Operating expenses:
Sales and marketing 18,683 19,275
Research and development 31,838 32,496
General and administrative 27,124 27,212
(Gain) loss on foreign exchange (19,565) 1,613
Total operating expenses 58,080 80,596
Operating income 44,796 68,315
Other income (expense), net:
Interest income, net 3,073 3,952
Other income (expense), net 191 (9)
Total other income 3,264 3,943
Income before provision of income taxes 48,060 72,258
Provision for income taxes 11,294 17,342
Net income 36,766 54,916
Less: net income (loss) attributable to non-controlling interests 363 (243)
Net income attributable to IPG Photonics Corporation $ 36,403 $ 55,159
Net income attributable to IPG Photonics Corporation per share:
Basic $ 0.69 $ 1.04
Diluted $ 0.68 $ 1.02
Weighted average shares outstanding:
Basic 53,075 53,001
Diluted 53,676 53,874

IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

March 31, December 31,
2020 2019
(In thousands, except share and <br>per share data)
ASSETS
Current assets:
Cash and cash equivalents $ 570,058 $ 680,070
Short-term investments 625,085 502,546
Accounts receivable, net 200,646 238,479
Inventories 363,383 380,790
Prepaid income taxes 50,840 38,873
Prepaid expenses and other current assets 64,514 55,876
Total current assets 1,874,526 1,896,634
Deferred income taxes, net 32,801 31,395
Goodwill 81,627 82,092
Intangible assets, net 70,832 74,271
Property, plant and equipment, net 580,980 600,852
Other assets 39,368 45,192
Total assets $ 2,680,134 $ 2,730,436
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt $ 3,757 $ 3,740
Accounts payable 39,648 27,329
Accrued expenses and other liabilities 148,671 149,782
Income taxes payable 3,356 11,053
Total current liabilities 195,432 191,904
Deferred income taxes and other long-term liabilities 91,750 98,121
Long-term debt, net of current portion 37,022 37,968
Total liabilities 324,204 327,993
Commitments and contingencies
IPG Photonics Corporation equity:
Common stock, $0.0001 par value, 175,000,000 shares authorized; 54,968,352 and 53,127,181 shares issued and outstanding, respectively, at March 31, 2020; 54,743,227 and 53,010,875 shares issued and outstanding, respectively, at December 31, 2019. 6 5
Treasury stock, at cost, 1,841,171 and 1,732,352 shares held at March 31, 2020 and December 31, 2019, respectively. (278,446) (265,730)
Additional paid-in capital 788,568 785,636
Retained earnings 2,065,022 2,028,734
Accumulated other comprehensive loss (220,081) (146,919)
Total IPG Photonics Corporation equity 2,355,069 2,401,726
Non-controlling interests 861 717
Total equity 2,355,930 2,402,443
Total liabilities and equity $ 2,680,134 $ 2,730,436

IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended March 31,
2020 2019
(In thousands)
Cash flows from operating activities:
Net income $ 36,766 $ 54,916
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 24,099 22,802
Provisions for inventory, warranty & bad debt 13,486 9,912
Other (11,079) 17,727
Changes in assets and liabilities that used cash:
Accounts receivable and accounts payable 40,546 24,808
Inventories (10,429) (19,719)
Other (36,608) (66,791)
Net cash provided by operating activities 56,781 43,655
Cash flows from investing activities:
Purchases of property, plant and equipment (17,801) (32,988)
Proceeds from sales of property, plant and equipment 139 181
Purchases of investments (308,195) (178,101)
Proceeds from sales of investments 186,024 202,856
Acquisitions of businesses, net of cash acquired (15,115)
Other 79 15
Net cash used in investing activities (139,754) (23,152)
Cash flows from financing activities:
Principal payments on long-term borrowings (928) (911)
Proceeds from issuance of common stock under employee stock option and purchase plans less payments for taxes related to net share settlement of equity awards (5,498) (6,149)
Purchase of treasury stock, at cost (12,716)
Payment of purchase price holdback from business combination (1,650)
Net cash used in financing activities (20,792) (7,060)
Effect of changes in exchange rates on cash and cash equivalents (6,878) (5,997)
Net (decrease) increase in cash, cash equivalents and restricted cash (110,643) 7,446
Cash, cash equivalents and restricted cash — Beginning of period 682,984 544,358
Cash, cash equivalents and restricted cash — End of period $ 572,341 $ 551,804
Supplemental disclosures of cash flow information:
Cash paid for interest $ 447 $ 749
Cash paid for income taxes $ 29,865 $ 51,438

IPG PHOTONICS CORPORATION

SUPPLEMENTAL SCHEDULE OF ACQUISITION RELATED COSTS AND OTHER CHARGES (UNAUDITED)

Three Months Ended March 31,
2020 2019
(In thousands)
Amortization of intangible assets:
Cost of sales $ 1,222 $ 1,346
Sales and marketing 1,778 1,810
Research and development 133 160
Total acquisition related costs and other charges $ 3,133 $ 3,316

IPG PHOTONICS CORPORATION

SUPPLEMENTAL SCHEDULE OF STOCK-BASED COMPENSATION AND ACCOUNTING STANDARD IMPACTS TO NET INCOME AND EARNINGS PER SHARE (UNAUDITED)

Three Months Ended March 31,
2020 2019
(In thousands)
Cost of sales $ 2,532 $ 2,039
Sales and marketing 961 787
Research and development 2,071 1,857
General and administrative 2,874 3,455
Total stock-based compensation 8,438 8,138
Tax effect of stock-based compensation (1,936) (1,916)
Net stock-based compensation $ 6,502 $ 6,222
Three Months Ended March 31,
--- --- --- --- ---
2020 2019
(In thousands)
Excess tax benefit on exercise of stock options included in net income $ 2,918 $ 2,910

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