ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
04-3444218
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification Number)
|
|
|
50 Old Webster Road,
Oxford, Massachusetts
|
01540
|
(Address of principal executive offices)
|
(Zip code)
|
Large Accelerated Filer
|
ý
|
|
Accelerated Filer
|
¨
|
Non-Accelerated Filer
|
¨
|
|
Smaller Reporting Company
|
¨
|
|
Page
|
EX-10.1 AMENDED AND RESTATED LOAN AGREEMENT WITH BANK OF AMERICA, N.A.
|
|
EX-10.2 REVOLVING CREDIT NOTE WITH BANK OF AMERICA, N.A.
|
|
EX-31.1 CERTIFICATION OF CEO PURSUANT TO RULE 13a-14(a)
|
|
EX-31.2 CERTIFICATION OF CFO PURSUANT TO RULE 13a-14(a)
|
|
EX-32 CERTIFICATION OF CEO AND CFO PURSUANT TO SECTION 1350
|
|
EX-101.INS XBRL INSTANCE DOCUMENT
|
|
EX-101.SCH XBRL TAXONOMY EXTENSION SCHEMA
|
|
EX-101.CAL XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
|
|
EX-101.LAB XBRL TAXONOMY EXTENSION LABEL LINKBASE
|
|
EX-101.PRE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
|
|
EX-101.DEF XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
|
|
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(In thousands, except share
and per share data)
|
||||||
ASSETS
|
|||||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
541,474
|
|
|
$
|
522,150
|
|
Accounts receivable, net
|
149,781
|
|
|
143,109
|
|
||
Inventories
|
174,140
|
|
|
171,009
|
|
||
Prepaid income taxes
|
25,712
|
|
|
20,967
|
|
||
Prepaid expenses and other current assets
|
23,785
|
|
|
21,295
|
|
||
Deferred income taxes, net
|
16,136
|
|
|
15,308
|
|
||
Total current assets
|
931,028
|
|
|
893,838
|
|
||
DEFERRED INCOME TAXES, NET
|
5,868
|
|
|
5,438
|
|
||
GOODWILL
|
519
|
|
|
455
|
|
||
INTANGIBLE ASSETS, NET
|
14,913
|
|
|
9,227
|
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
274,145
|
|
|
275,082
|
|
||
OTHER ASSETS
|
22,787
|
|
|
26,847
|
|
||
TOTAL
|
$
|
1,249,260
|
|
|
$
|
1,210,887
|
|
LIABILITIES AND EQUITY
|
|||||||
CURRENT LIABILITIES:
|
|
|
|
||||
Revolving line-of-credit facilities
|
$
|
523
|
|
|
$
|
2,631
|
|
Current portion of long-term debt
|
13,000
|
|
|
13,333
|
|
||
Accounts payable
|
15,916
|
|
|
17,141
|
|
||
Accrued expenses and other liabilities
|
62,209
|
|
|
64,057
|
|
||
Deferred income taxes, net
|
5,876
|
|
|
3,241
|
|
||
Income taxes payable
|
25,606
|
|
|
21,672
|
|
||
Total current liabilities
|
123,130
|
|
|
122,075
|
|
||
DEFERRED INCOME TAXES AND OTHER LONG-TERM LIABILITIES
|
26,444
|
|
|
22,584
|
|
||
LONG-TERM DEBT, NET OF CURRENT PORTION
|
19,167
|
|
|
19,667
|
|
||
Total liabilities
|
168,741
|
|
|
164,326
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 12)
|
|
|
|
||||
IPG PHOTONICS CORPORATION STOCKHOLDERS' EQUITY:
|
|
|
|
||||
Common stock, $0.0001 par value, 175,000,000 shares authorized; 52,620,428 shares issued and outstanding at March 31, 2015; 52,369,688 shares issued and outstanding at December 31, 2014
|
5
|
|
|
5
|
|
||
Additional paid-in capital
|
580,926
|
|
|
567,617
|
|
||
Retained earnings
|
648,561
|
|
|
591,202
|
|
||
Accumulated other comprehensive loss
|
(150,539
|
)
|
|
(112,263
|
)
|
||
Total IPG Photonics Corporation stockholders' equity
|
1,078,953
|
|
|
1,046,561
|
|
||
NONCONTROLLING INTERESTS
|
1,566
|
|
|
—
|
|
||
Total equity
|
1,080,519
|
|
|
1,046,561
|
|
||
TOTAL
|
$
|
1,249,260
|
|
|
$
|
1,210,887
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands, except per share data)
|
||||||
NET SALES
|
$
|
198,960
|
|
|
$
|
170,575
|
|
COST OF SALES
|
91,133
|
|
|
81,291
|
|
||
GROSS PROFIT
|
107,827
|
|
|
89,284
|
|
||
OPERATING EXPENSES:
|
|
|
|
||||
Sales and marketing
|
7,549
|
|
|
7,165
|
|
||
Research and development
|
14,230
|
|
|
12,784
|
|
||
General and administrative
|
12,778
|
|
|
12,916
|
|
||
Gain on foreign exchange
|
(8,752
|
)
|
|
(1,370
|
)
|
||
Total operating expenses
|
25,805
|
|
|
31,495
|
|
||
OPERATING INCOME
|
82,022
|
|
|
57,789
|
|
||
OTHER (EXPENSE) INCOME, Net:
|
|
|
|
||||
Interest expense, net
|
(184
|
)
|
|
(139
|
)
|
||
Other income, net
|
85
|
|
|
334
|
|
||
Total other (expense) income
|
(99
|
)
|
|
195
|
|
||
INCOME BEFORE PROVISION FOR INCOME TAXES
|
81,923
|
|
|
57,984
|
|
||
PROVISION FOR INCOME TAXES
|
(24,577
|
)
|
|
(17,453
|
)
|
||
NET INCOME
|
57,346
|
|
|
40,531
|
|
||
LESS: NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(13
|
)
|
|
—
|
|
||
NET INCOME ATTRIBUTABLE TO IPG PHOTONICS CORPORATION
|
$
|
57,359
|
|
|
$
|
40,531
|
|
NET INCOME ATTRIBUTABLE TO IPG PHOTONICS CORPORATION PER SHARE:
|
|
|
|
||||
Basic
|
$
|
1.09
|
|
|
$
|
0.78
|
|
Diluted
|
$
|
1.08
|
|
|
$
|
0.77
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING:
|
|
|
|
||||
Basic
|
52,486
|
|
|
51,970
|
|
||
Diluted
|
53,267
|
|
|
52,724
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Net income
|
$
|
57,346
|
|
|
$
|
40,531
|
|
Other comprehensive income, net of tax:
|
|
|
|
||||
Translation adjustments
|
(38,319
|
)
|
|
(12,666
|
)
|
||
Unrealized gain on derivatives
|
43
|
|
|
39
|
|
||
Total other comprehensive loss
|
(38,276
|
)
|
|
(12,627
|
)
|
||
Comprehensive income
|
19,070
|
|
|
27,904
|
|
||
Comprehensive (loss) income attributable to noncontrolling interest
|
(13
|
)
|
|
—
|
|
||
Comprehensive income attributable to IPG Photonics Corporation
|
$
|
19,083
|
|
|
$
|
27,904
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
57,346
|
|
|
$
|
40,531
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
9,743
|
|
|
8,102
|
|
||
Deferred income taxes
|
5,708
|
|
|
(2,610
|
)
|
||
Stock-based compensation
|
4,127
|
|
|
3,267
|
|
||
Realized and unrealized gains on cash and cash equivalents and unrealized gains on foreign currency transactions
|
(5,415
|
)
|
|
(1,355
|
)
|
||
Other
|
50
|
|
|
422
|
|
||
Provisions for inventory, warranty & bad debt
|
8,017
|
|
|
5,284
|
|
||
Changes in assets and liabilities that (used) provided cash:
|
|
|
|
||||
Accounts receivable
|
(11,885
|
)
|
|
(4,373
|
)
|
||
Inventories
|
(13,898
|
)
|
|
(3,856
|
)
|
||
Prepaid expenses and other current assets
|
(723
|
)
|
|
(4,731
|
)
|
||
Accounts payable
|
(1,231
|
)
|
|
516
|
|
||
Accrued expenses and other liabilities
|
(2,774
|
)
|
|
3,934
|
|
||
Income and other taxes payable
|
7,716
|
|
|
(175
|
)
|
||
Tax benefit from exercise of employee stock options
|
(4,773
|
)
|
|
(1,565
|
)
|
||
Net cash provided by operating activities
|
52,008
|
|
|
43,391
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Purchases of and deposits on property, plant and equipment
|
(14,027
|
)
|
|
(11,456
|
)
|
||
Proceeds from sales of property, plant and equipment
|
131
|
|
|
119
|
|
||
Acquisition of businesses, net of cash acquired
|
(4,958
|
)
|
|
—
|
|
||
Other
|
60
|
|
|
32
|
|
||
Net cash used in investing activities
|
(18,794
|
)
|
|
(11,305
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from line-of-credit facilities
|
3,616
|
|
|
10,889
|
|
||
Payments on line-of-credit facilities
|
(5,488
|
)
|
|
(11,861
|
)
|
||
Principal payments on long-term borrowings
|
(833
|
)
|
|
(333
|
)
|
||
Exercise of employee stock options and issuances under employee stock purchase plan
|
4,409
|
|
|
611
|
|
||
Tax benefit from exercise of employee stock options
|
4,773
|
|
|
1,565
|
|
||
Net cash provided by financing activities
|
6,477
|
|
|
871
|
|
||
EFFECT OF CHANGES IN EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
|
(20,367
|
)
|
|
(1,124
|
)
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
19,324
|
|
|
31,833
|
|
||
CASH AND CASH EQUIVALENTS — Beginning of period
|
522,150
|
|
|
448,776
|
|
||
CASH AND CASH EQUIVALENTS — End of period
|
$
|
541,474
|
|
|
$
|
480,609
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid for interest
|
$
|
293
|
|
|
$
|
102
|
|
Cash paid for income taxes
|
$
|
11,889
|
|
|
$
|
20,893
|
|
Non-cash transactions:
|
|
|
|
||||
Demonstration units transferred from inventory to other assets
|
$
|
634
|
|
|
$
|
610
|
|
Inventory transferred to machinery and equipment
|
$
|
284
|
|
|
$
|
717
|
|
Additions to property, plant and equipment included in accounts payable
|
$
|
549
|
|
|
$
|
1,541
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
||||||||||
|
(In thousands, except share and per share data)
|
||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
COMMON STOCK
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
52,369,688
|
|
|
$
|
5
|
|
|
51,930,978
|
|
|
$
|
5
|
|
Exercise of stock options
|
250,740
|
|
|
—
|
|
|
89,443
|
|
|
—
|
|
||
Balance, end of period
|
52,620,428
|
|
|
5
|
|
|
52,020,421
|
|
|
5
|
|
||
ADDITIONAL PAID-IN CAPITAL
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
|
567,617
|
|
|
|
|
538,908
|
|
||||
Stock-based compensation
|
|
|
4,127
|
|
|
|
|
3,267
|
|
||||
Exercise of stock options and related tax benefit from exercise
|
|
|
9,182
|
|
|
|
|
2,176
|
|
||||
Balance, end of period
|
|
|
580,926
|
|
|
|
|
544,351
|
|
||||
RETAINED EARNINGS
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
|
591,202
|
|
|
|
|
390,757
|
|
||||
Net income attributable to IPG Photonics Corporation
|
|
|
57,359
|
|
|
|
|
40,531
|
|
||||
Balance, end of period
|
|
|
648,561
|
|
|
|
|
431,288
|
|
||||
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
|
(112,263
|
)
|
|
|
|
(1,701
|
)
|
||||
Translation adjustments
|
|
|
(38,319
|
)
|
|
|
|
(12,666
|
)
|
||||
Unrealized gain on derivatives, net of tax
|
|
|
43
|
|
|
|
|
39
|
|
||||
Balance, end of period
|
|
|
(150,539
|
)
|
|
|
|
(14,328
|
)
|
||||
TOTAL IPG PHOTONICS CORPORATION STOCKHOLDERS' EQUITY
|
|
|
$
|
1,078,953
|
|
|
|
|
$
|
961,316
|
|
||
NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
|
—
|
|
|
|
|
—
|
|
||||
NCI of acquired company
|
|
|
1,579
|
|
|
|
|
—
|
|
||||
Net (loss) income attributable to NCI
|
|
|
(13
|
)
|
|
|
|
—
|
|
||||
Balance, end of period
|
|
|
1,566
|
|
|
|
|
—
|
|
||||
TOTAL STOCKHOLDERS' EQUITY
|
|
|
$
|
1,080,519
|
|
|
|
|
$
|
961,316
|
|
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Components and raw materials
|
$
|
54,004
|
|
|
$
|
54,925
|
|
Work-in-process
|
52,016
|
|
|
58,603
|
|
||
Finished goods
|
68,120
|
|
|
57,481
|
|
||
Total
|
$
|
174,140
|
|
|
$
|
171,009
|
|
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Accrued compensation
|
$
|
22,421
|
|
|
$
|
31,673
|
|
Customer deposits and deferred revenue
|
22,703
|
|
|
16,605
|
|
||
Current portion of accrued warranty
|
9,991
|
|
|
9,489
|
|
||
Other
|
7,094
|
|
|
6,290
|
|
||
Total
|
$
|
62,209
|
|
|
$
|
64,057
|
|
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Revolving line-of-credit facilities:
|
|
|
|
||||
European overdraft facilities
|
$
|
523
|
|
|
$
|
828
|
|
Euro line of credit
|
—
|
|
|
1,803
|
|
||
Total
|
$
|
523
|
|
|
$
|
2,631
|
|
Term debt:
|
|
|
|
||||
U.S. long-term note
|
$
|
11,000
|
|
|
$
|
11,333
|
|
Collateralized long-term note
|
21,167
|
|
|
21,667
|
|
||
Less: current portion
|
(13,000
|
)
|
|
(13,333
|
)
|
||
Total long-term debt
|
$
|
19,167
|
|
|
$
|
19,667
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net income attributable to IPG Photonics Corporation
|
$
|
57,359
|
|
|
$
|
40,531
|
|
Weighted average shares
|
52,486
|
|
|
51,970
|
|
||
Dilutive effect of common stock equivalents
|
781
|
|
|
754
|
|
||
Diluted weighted average common shares
|
53,267
|
|
|
52,724
|
|
||
Basic net income attributable to IPG Photonics Corporation per share
|
$
|
1.09
|
|
|
$
|
0.78
|
|
Diluted net income attributable to IPG Photonics Corporation per share
|
$
|
1.08
|
|
|
$
|
0.77
|
|
Notional Amounts
1
|
|
Other Assets
|
|
Other Current Liabilities
2
|
|
Other Long-Term Liabilities
2
|
||||||||||||||||||||||||
March 31,
|
|
December 31,
|
|
March 31,
|
|
December 31,
|
|
March 31,
|
|
December 31,
|
|
March 31,
|
|
December 31,
|
||||||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
$
|
11,000
|
|
|
$
|
11,333
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Effective portion recognized in other comprehensive loss, pretax:
|
|
|
|
||||
Interest rate swap
|
$
|
133
|
|
|
$
|
138
|
|
Effective portion reclassified from other comprehensive loss to interest expense, pretax:
|
|
|
|
||||
Interest rate swap
|
$
|
(67
|
)
|
|
$
|
(76
|
)
|
Ineffective portion recognized in income:
|
|
|
|
||||
Interest rate swap
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at March 31, 2015
|
||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
277,652
|
|
|
$
|
277,652
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Auction rate securities
|
1,130
|
|
|
—
|
|
|
—
|
|
|
1,130
|
|
||||
Total assets
|
$
|
278,782
|
|
|
$
|
277,652
|
|
|
$
|
—
|
|
|
$
|
1,130
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent purchase consideration
|
$
|
83
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83
|
|
Interest rate swaps
|
85
|
|
|
—
|
|
|
85
|
|
|
—
|
|
||||
Total liabilities
|
$
|
168
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
83
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
Fair Value Measurements at December 31, 2014
|
||||||||||||
|
|
|
|||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
266,011
|
|
|
$
|
266,011
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Auction rate securities
|
1,128
|
|
|
—
|
|
|
—
|
|
|
1,128
|
|
||||
Total assets
|
$
|
267,139
|
|
|
$
|
266,011
|
|
|
$
|
—
|
|
|
$
|
1,128
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent purchase consideration
|
$
|
98
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
98
|
|
Interest rate swaps
|
151
|
|
|
—
|
|
|
151
|
|
|
—
|
|
||||
Total liabilities
|
$
|
249
|
|
|
$
|
—
|
|
|
$
|
151
|
|
|
$
|
98
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Auction Rate Securities
|
|
|
|
||||
Balance, beginning of period
|
$
|
1,128
|
|
|
$
|
1,120
|
|
Change in fair value and accretion
|
2
|
|
|
2
|
|
||
Balance, end of period
|
$
|
1,130
|
|
|
$
|
1,122
|
|
Contingent Purchase Consideration
|
|
|
|
||||
Balance, beginning of period
|
$
|
98
|
|
|
$
|
375
|
|
Change in fair value and currency fluctuations
|
(15
|
)
|
|
(9
|
)
|
||
Balance, end of period
|
$
|
83
|
|
|
$
|
366
|
|
|
March 31, 2015
|
|
December 31, 2014
|
|
||||||||||||||||
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
Weighted-
Average Lives
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
Weighted-
Average Lives
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Patents
|
$
|
6,641
|
|
$
|
(4,309
|
)
|
$
|
2,332
|
|
6 Years
|
$
|
6,641
|
|
$
|
(4,221
|
)
|
$
|
2,420
|
|
6 Years
|
Customer relationships
|
3,357
|
|
(3,097
|
)
|
260
|
|
5 Years
|
3,660
|
|
(3,308
|
)
|
352
|
|
5 Years
|
||||||
Production know-how
|
6,664
|
|
(2,742
|
)
|
3,922
|
|
8 Years
|
6,844
|
|
(2,630
|
)
|
4,214
|
|
8 Years
|
||||||
Technology, trademark and tradename
|
9,587
|
|
(1,188
|
)
|
8,399
|
|
8 Years
|
3,315
|
|
(1,074
|
)
|
2,241
|
|
8 Years
|
||||||
|
$
|
26,249
|
|
$
|
(11,336
|
)
|
$
|
14,913
|
|
|
$
|
20,460
|
|
$
|
(11,233
|
)
|
$
|
9,227
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
$1,939
|
|
$2,568
|
|
$2,568
|
|
$2,503
|
|
$1,914
|
|
$3,421
|
|
$14,913
|
|
2015
|
|
2014
|
||||
Balance at January 1
|
$
|
19,272
|
|
|
$
|
14,997
|
|
Provision for warranty accrual
|
4,549
|
|
|
2,695
|
|
||
Warranty claims
|
(2,588
|
)
|
|
(1,932
|
)
|
||
Foreign currency translation
|
(1,437
|
)
|
|
(107
|
)
|
||
Balance at March 31
|
$
|
19,796
|
|
|
$
|
15,653
|
|
|
2015
|
|
2014
|
||||
Balance at January 1
|
$
|
6,494
|
|
|
$
|
6,501
|
|
Reductions of prior period positions
|
—
|
|
|
—
|
|
||
Additions for tax positions in prior period
|
—
|
|
|
—
|
|
||
(Reductions) additions for tax positions in current period
|
—
|
|
|
—
|
|
||
Balance at March 31
|
$
|
6,494
|
|
|
$
|
6,501
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|||||||||||||||
|
|
|
% of Total
|
|
|
|
% of Total
|
|
|
|
|
|||||||||
Materials processing
|
$
|
192,003
|
|
|
96.5
|
%
|
|
$
|
162,724
|
|
|
95.4
|
%
|
|
$
|
29,279
|
|
|
18.0
|
%
|
Other applications
|
6,957
|
|
|
3.5
|
%
|
|
7,851
|
|
|
4.6
|
%
|
|
(894
|
)
|
|
(11.4
|
)%
|
|||
Total
|
$
|
198,960
|
|
|
100.0
|
%
|
|
$
|
170,575
|
|
|
100.0
|
%
|
|
$
|
28,385
|
|
|
16.6
|
%
|
•
|
Cash provided by operating activities in the
three months ended March 31, 2015
of
$52.0
million.
|
•
|
Cash provided by financing activities of
$6.5 million
from the exercise of stock options and their related tax benefit partially offset by payments on long-term borrowings and net payments of line-of-credit facilities.
|
•
|
Cash used by investing activities of
$18.8 million
which mostly relate to capital expenditures and the purchase of a 76% interest in a high-power laser systems technology company.
|
|
|
|
|
|
|
|
|
|
Description
|
|
Available Principal
|
|
Interest Rate
|
|
Maturity
|
|
Security
|
U.S. Revolving Line of Credit (1)
|
|
Up to $35.0 million
|
|
LIBOR plus 1.125% to 1.625%, depending on our performance
|
|
June 2015
|
|
Unsecured
|
Euro Credit Facilities (Germany) (2)
|
|
Euro 30.0 million ($32.5 million)
|
|
Euribor + 1.00% or EONIA 1.25%
|
|
July 2017
|
|
Unsecured, guaranteed by parent company and Germany subsidiary
|
Euro Overdraft Facilities (3)
|
|
Euro 2.0 million
($2.2 million) |
|
1.0%-6.5%
|
|
October 2015
|
|
Common pool of assets of Italian subsidiary
|
(1)
|
$14.1 million of this revolving credit facility is available to our foreign subsidiaries in their respective local currencies, including India, China, Japan and South Korea. At
March 31, 2015
, there were no drawings, however, there were
$32 thousand
of guarantees issued against the line which reduces the total availability.
|
(2)
|
$17.4 million
is available to our Russian subsidiary,
$8.7 million
is available to our German subsidiary,
$3.2 million
of this credit facility is available to our Chinese subsidiary and
$3.2 million
is available to our Italian subsidiary. At
March 31, 2015
, there were no amounts drawn on this line, however, there were
$8.2 million
of guarantees issued against the line which reduces the total availability.
|
(3)
|
At
March 31, 2015
,
$0.5 million
of the
$2.2 million
was drawn upon with an interest rate of
1.0%
.
|
•
|
An increase in cash provided by net income after adding back non-cash charges of
$79.6 million
in the
three months ended March 31, 2015
as compared to
$53.6 million
in the same period in
2014
;
|
•
|
An increase in income and other taxes payable of
$7.7 million
in the
three months ended March 31, 2015
as compared to a decrease of
$0.2 million
in the same period in
2014
;
|
•
|
An increase in prepaid expenses and other current assets of
$0.7 million
in the
three months ended March 31, 2015
as compared to an increase of
$4.7 million
in the same period in
2014
; partially offset by
|
•
|
An increase in inventory of
$13.9 million
in the
three months ended March 31, 2015
as compared to an increase of
$3.9 million
in the same period in
2014
;
|
•
|
An increase in accounts receivable of
$11.9 million
in the
three months ended March 31, 2015
as compared to an increase of
$4.4 million
in the same period in
2014
;
|
•
|
A decrease in accrued expenses and other liabilities of
$2.8 million
in the
three months ended March 31, 2015
as compared to an increase of
$3.9 million
in the same period in
2014
; and
|
•
|
The effect of exchange rates on cash related to the appreciation of the U.S. Dollar compared to the Euro and Russian Ruble of
$20.4 million
.
|
Date
|
|
Total Number of
Shares (or Units)
Purchased
|
|
|
|
Average Price
Paid per Share
(or Unit)
|
|
Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
|
|
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
|
||||||||
January 1, 2015 — January 31, 2015
|
|
—
|
|
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
February 1, 2015 — February 28, 2015
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
March 1, 2015 — March 31, 2015
|
|
2,945
|
|
|
(1
|
)
|
|
93.29
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
2,945
|
|
|
|
|
$
|
93.29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
In 2012, our Board of Directors approved "withhold to cover" as a tax payment method for vesting of restricted stock awards for certain employees. Pursuant to the "withhold to cover" method, we withheld from such employees the shares noted in the table above to cover tax withholding related to the vesting of their awards. The average prices listed in the above table are averages of the fair market prices at which we valued shares withheld for purposes of calculating the number of shares to be withheld in 2015.
|
Exhibit
No.
|
|
Description
|
10.1
|
|
Amended and restated loan agreement with Bank of America, N.A.
|
10.2
|
|
Revolving credit note with Bank of America, N.A.
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
IPG PHOTONICS CORPORATION
|
|
|
|
|
|
Date: May 6, 2015
|
|
By:
|
/s/ Valentin P. Gapontsev
|
|
|
|
Valentin P. Gapontsev
|
|
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
Date: May 6, 2015
|
|
By:
|
/s/ Timothy P.V. Mammen
|
|
|
|
Timothy P.V. Mammen
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
Net Leverage
|
Unused Facility Fee
|
less than 1.0 to 1.0
|
0.175%
|
equal to or greater than 1.0 to 1.0, but less than 2.0 to 1.0
|
0.225%
|
equal to or greater than 2.0 to 1.0
|
0.275%
|
|
|
|
IPG PHOTONICS CORPORATION
|
|
|
|
|
|
|
/s/ Angelo P. Lopresti
|
|
By: /s/ Timothy P.V. Mammen
|
||
Witness
|
|
|
Name: Timothy P.V. Mammen
|
|
Name: Angelo P. Lopresti
|
|
Title: Chief Financial Officer and Senior
|
||
Title: General Counsel, Secretary
|
|
Vice President
|
||
and Senior Vice President
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:/s/ Robert C. Megan
|
||
Witness
|
|
|
Name: Robert C. Megan
|
|
|
|
|
Title: Senior Vice President
|
|
|
|
|
|
|
|
Applicable Margin -
|
Applicable Margin -
|
Net Leverage
|
LIBOR Rate
|
Base Rate
|
|
|
|
less than 1.0 to 1.0
|
0.80%
|
0%
|
|
|
|
equal to or greater than
|
|
|
1.0 to 1.0, but less than
|
|
|
2.0 to 1.0
|
1.00%
|
0%
|
|
|
|
equal to or greater than
|
|
|
2.0 to 1.0
|
1.20%
|
0%
|
|
|
|
IPG PHOTONICS CORPORATION
|
|
|
|
|
|
|
/s/ Angelo P. Lopresti
|
|
By: /s/ Timothy P.V. Mammen
|
||
Witness
|
|
|
Name Timothy P.V. Mammen
|
|
|
|
Title: Chief Financial Officer and Senior
|
||
|
|
Vice President
|
||
|
|
|
||
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of IPG Photonics Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
|
/s/ Valentin P. Gapontsev
|
|
|
Valentin P. Gapontsev
|
|
|
Chairman and Chief Executive Officer (Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of IPG Photonics Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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By:
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/s/ Timothy P.V. Mammen
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Timothy P.V. Mammen
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Vice President and Chief Financial Officer (Principal Financial Officer)
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1
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the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
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2
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Valentin P. Gapontsev
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Valentin P. Gapontsev
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Chairman and Chief Executive Officer
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/s/ Timothy P.V. Mammen
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Timothy P.V. Mammen
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Vice President and Chief Financial Officer
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